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

                 FORM 10-K/A

AMENDMENT NO.  1

(Mark One)

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

          For the fiscal year ended      
December 31, 1996                 

                     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   0-11985              
         

Krupp Realty Limited Partnership-V            
         
(Exact name of registrant as specified in its
charter)

             Massachusetts                    
             04-2796207          (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 

The total number of pages in this document is
17.
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

     See Appendix A to this report.

<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
September, 1997.

KRUPP REALTY LIMITED PARTNERSHIP-V

By:The Krupp Corporation, a General Partner


By:/s/ Wayne H. Zarozny                   
Wayne H. Zarozny
Treasurer of The Krupp Corporation


<PAGE>








                           APPENDIX A

        KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
                                     






           CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
                       ITEM 8 OF FORM 10-K

     ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
              For the Year Ended December 31, 1996
<PAGE>
        KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
                                     




Report of Independent Accountants         F-3


Consolidated Balance Sheets at December 31,
1996 and 
December 31, 1995                         F-4


Consolidated Statements of Operations for the
years ended December 31, 1996, 1995 and 1994F-5

Consolidated Statements of Changes in
Partners' Deficit 
for the years ended December 31, 1996, 1995
and 1994 F-6


Consolidated Statements of Cash Flows for the
years ended December 31, 1996, 1995 and 1994F-7


Notes to Consolidated Financial StatementsF-8 - F-14


Schedule III - Real Estate and Accumulated
Depreciation                      F-15 - F-16



All other schedules are omitted as they are
not applicable, not required, or the
information is provided in the consolidated
financial statements or the notes thereto.


<PAGE>
      REPORT OF INDEPENDENT ACCOUNTANTS



To the Partners of Krupp Realty Limited
Partnership-V and Subsidiary:

We have audited the consolidated financial
statements and the financial statement
schedule of Krupp Realty Limited Partnership-V
and Subsidiary (the "Partnership") listed in
the index on page F-2 of this Form 10-K. 
These financial statements and financial
statement schedule are the responsibility of
the Partnership's management.  Our
responsibility is to express an opinion on
these financial statements and schedule based
on our audits.

We conducted our audits in accordance with
generally accepted auditing standards.  Those
standards require that we plan and perform the
audit to obtain reasonable assurance about
whether the financial statements are free of
material misstatement.  An audit includes
examining, on a test basis, evidence
supporting the amounts and disclosures in the
consolidated financial statements.  An audit
also includes assessing the accounting
principles used and significant estimates made
by management, as well as evaluating the
overall consolidated financial statement
presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements
referred to above present fairly, in all
material respects, the consolidated financial
position of Krupp Realty Limited Partnership-V
and Subsidiary as of December 31, 1996 and
1995 and the consolidated results of its
operations and its cash flows for each of the
three years in the period ended December 31,
1996 in conformity with generally accepted
accounting principles.  In addition, in our
opinion, the financial statement schedule
referred to above, when considered in relation
to the basic financial statements taken as a
whole, presents fairly, in all material
respects, the information required to be
included therein.



Boston, Massachusetts                   COOPERS & LYBRAND, L.L.P.
February 25, 1997
<PAGE>
        KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

                   CONSOLIDATED BALANCE SHEETS
                   December 31, 1996 and 1995 
                                      
<TABLE>
<CAPTION>
                             ASSETS

                                               1996          1995 


Multi-family apartment complexes, net of
accumulated depreciation of $38,066,263
<S>                                          <C>         <C>
and $34,745,814, respectively (Notes C and D)$32,598,192 $33,505,527
Cash and cash equivalents                      1,767,094   2,022,328
Cash restricted for tenant security deposits     307,908     438,249
Replacement reserve escrow (Note D)              689,656     729,508
Prepaid expenses and other assets              1,377,390   1,370,882
Deferred expenses, net of accumulated
  amortization of $469,134 and $401,925,
  respectively (Note E)                          422,029     489,238

     Total assets                            $37,162,269 $38,555,732



                 LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
  Mortgage notes payable (Notes C and D)   $42,270,255  $42,800,954
  Accounts payable                                  83       37,435
  Accrued real estate taxes                  1,660,000    1,660,000
  Accrued expenses and other liabilities     1,241,967    1,183,468
  Due to affiliates (Note E)                    26,480       34,327

     Total liabilities                      45,198,785   45,716,184

Commitments and contingencies (Note F)

Partners' deficit (Note G):                
  Investor Limited Partners 
     (35,200 Units outstanding)             (7,372,169)  (6,550,285)
                                                                 
  Original Limited Partner                    (279,958)    (234,539)

  General Partners                            (384,389)    (375,628)

     Total Partners' deficit                (8,036,516)  (7,160,452)

  Total liabilities and Partners' deficit  $37,162,269  $38,555,732

</TABLE>










              The accompanying notes are an integral
          part of the consolidated financial statements.
<PAGE>
        KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF OPERATIONS
      For the Years Ended December 31, 1996, 1995 and 1994
                                        
<TABLE>
<CAPTION>

                       1996              1995               1994   
Revenue:
<S>                <C>               <C>                <C>
Rental (Note H)    $13,489,627       $13,695,050        $13,577,822
Interest income        170,634           144,710             74,591
Total revenue       13,660,261        13,839,760         13,652,413
Expenses:
Operating (Note E)   3,635,470         3,732,763          4,103,984
Maintenance            927,736           895,329            941,189
General and administrative
(Notes E and F)        323,652           170,943            141,403
Real estate taxes
 (Note I)            1,621,545         2,201,309          2,101,222
Management fees(Note e)442,295           512,462            438,049
Depreciation and 
amortization         3,387,658         3,405,153          3,421,941
Interest (Note D)    3,440,980         3,717,178          3,954,839
Total expenses      13,779,336        14,635,137         15,102,627
Income (loss) before gain on sale of     
property and extraordinary 
loss                 (119,075)          (795,377)        (1,450,214)
Gain on sale of property 
(Note C)                  -            3,265,789               -   
Income (loss) before
extraordinary loss   (119,075)    2,470,412              (1,450,214)
Extraordinary loss 
(Note D)                  -         (93,215)                   -   
Net income (loss) 
(Note J)        $  (119,075)    $ 2,377,197             $(1,450,214) 

Allocation of net income (loss)(Note G):
Investor Limited Partners
(35,200 Units 
outstanding)$  (117,884)        $ 2,353,425             $(1,435,712)
Per Unit of Investor
Limited Partner Interest:
Income (loss) before gain on
sale of property and
extraordinary loss $(3.35)      $ (22.37)               $    (40.79)
Gain on sale of property    -      91.85                         -   
Extraordinary loss         -          (2.62)                   -   
Net income (loss)   $     (3.35)$     66.86             $    (40.79)
  Original Limited Partner:
  Income before gain on sale
  of property and extra-
  ordinary loss                 $      -    $      -    $      -    
       Gain on sale of property        -           -          -   
       Extraordinary loss              -          -           -   
       Net income               $      -   $      -     $      -   
  General Partners:
  Loss before gain on sale
  of property and extra-
  ordinary loss                 $    (1,191)$    (7,954)$   (14,502)
  Gain on sale of property             -         32,658       -   
  Extraordinary loss                   -          (932)       -   
  Net income (loss)             $    (1,191)$    23,772$   (14,502)
</TABLE>
             The accompanying notes are an integral
         part of the consolidated financial statements.


        KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

     CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
      For the Years Ended December 31, 1996, 1995 and 1994
                          _____________

<TABLE>
<CAPTION>

                      Investor  Original                Total
                      Limited   Limited    General     Partners'
                      Partners  Partner    Partners     Deficit 

Balance at 
<S>                 <C>         <C>       <C>        <C>
December 31, 1993   $(7,467,998)$(234,539)$(384,898) $(8,087,435)

Net loss             (1,435,712)     -      (14,502)  (1,450,214)

Balance at 
  December 31, 1994 (8,903,710) (234,539) (399,400)   (9,537,649)

Gain on sale of
  property, net       3,233,131     -        32,658    3,265,789

Early extinguishment
of debt                 (92,283)    -          (932)     (93,215)

Net loss               (787,423)     -       (7,954)    (795,377)
                                                     
Balance at 
December 31, 1995 (6,550,285) (234,539) (375,628)     (7,160,452)
                               
Distributions (Note G)(704,000)(45,419)  (7,570)        (756,989)

Net loss (Note G)      (117,884)     -       (1,191)    (119,075)

Balance at 
December 31, 1996   $(7,372,169)$(279,958)$(384,389) $(8,036,516)
</TABLE>

The per Unit distribution for 1996 is $20.00.





















             The accompanying notes are an integral
         part of the consolidated financial statements.
<PAGE>
        KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF CASH FLOWS  
      For the Years Ended December 31, 1996, 1995 and 1994 
                                     
<TABLE>
<CAPTION>
                                  1996        1995       1994    
Operating activities:
  <S>                        <C>         <C>         <C>
  Net income (loss)          $  (119,075)$ 2,377,197 $(1,450,214)
  Adjustments to reconcile 
   net income (loss) to net
   cash provided by operating 
   activities:
Depreciation and amortization    3,387,658  3,405,153  3,421,941
     Gain on sale of property         -    (3,265,789)       -
     Extraordinary loss from early
       extinguishment of debt         -        93,215       -
     Decrease in cash restricted for 
       tenant security deposits    130,341     78,078     50,299
     Decrease (increase)in prepaid
       expenses and other assets    (6,508)    197,690     42,165
     Decrease in accounts payable  (37,352)   (143,652)   (412,993)
      Decrease in accrued real
       estate taxes                   -      (235,473)    (30,880)
     Increase (decrease) in accrued
       expenses and other
       liabilities                  58,499    (36,033)     70,505
  Decrease in due to affiliates     (7,847) (1,231,933)   (119,068)

  Net cash provided by 
  operating activities           3,405,716   1,238,453  1,571,755 
Investing activities:
  Additions to fixed assets     (2,413,114) (1,539,727) (3,016,777)
  Decrease in replacement reserve 
     escrow                         39,852    189,539    1,361,295
  Net consideration received from  
     the sale of property             -     6,392,353       -
  Increase (decrease) in accounts
     payable related to fixed
     asset additions                  -      (189,020)    77,846
  Net cash provided by (used 
  in) investing activities      (2,373,262)  4,853,145 (1,577,636)
Financing activities:
  Repayment of mortgage notes               
     payable                          -    (4,050,721)       -
  Payment of prepayment premium       -       (78,179)       -
  Principal payments on 
     mortgage notes payable       (530,699)   (538,813)   (542,839)
  Increase in deferred expenses       -          -       (12,138)
  Distributions                   (756,989)       -           -   
    Net cash used in
    financing activities        (1,287,688) (4,667,713)   (554,977)

Net increase (decrease) in
  cash and cash equivalents       (255,234)  1,423,885   (560,858)
Cash and cash equivalents,
   beginning of year             2,022,328     598,443   1,159,301
Cash and cash equivalents,
  end of year                  $ 1,767,094 $ 2,022,328 $   598,443

</TABLE>
 The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>



KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          

A.Organization

Krupp Realty Limited Partnership-V ("KRLP-V")
was formed on June 16, 1983 by filing a
Certificate of Limited Partnership in The
Commonwealth of Massachusetts.  KRLP-V
terminates on December 31, 2020, unless
earlier terminated upon the sale of the last
of KRLP-V's properties or the occurrence of
certain other events as set forth in the
Partnership Agreement.

KRLP-V issued all of the General Partner
Interests to The Krupp Corporation ("Krupp
Corp.") (a Massachusetts corporation) and The
Krupp Company Limited Partnership-II ("KCLP-
II") (a Massachusetts limited partnership), in
exchange for capital contributions aggregating
$1,000.  Except under certain limited
circumstances upon termination of KRLP-V, the
General Partners are not required to make any
additional capital contributions. KRLP-V also
issued all of the Original Limited Partner
Interests to KCLP-II in exchange for a capital
contribution of $4,000.

On September 6, 1983,  KRLP-V commenced the
marketing and sale of units of Investor
Limited Partner Interest ("Units") for $1,000
per Unit.  The public offering was closed on
December 2, 1983 at which time a total of
35,200 Units had been sold for $35,200,000.  

On March 20, 1989, the General Partners formed
Krupp Realty Park Place-Chicago Limited
Partnership ("Realty-V") as a prerequisite for
the refinancing of Park Place Tower Apartments
("Park Place").  At the same time, the General
Partners transferred ownership of Park Place
to Realty-V.  The General Partner of Realty-V
is Krupp Corp..  The Limited Partner of
Realty-V is KRLP-V.  Krupp Corp. has
beneficially assigned its interest in Realty-V
to KRLP-V.  KRLP-V and Realty-V are
collectively known as Krupp Realty Limited
Partnership-V and Subsidiary (collectively
referred to herein as the "Partnership").  
         
B.Significant Accounting Policies

The Partnership uses the following accounting
policies for financial reporting purposes,
which may differ in certain respects from
those used for federal income tax purposes
(see Note J).

Basis of Presentation

The consolidated financial statements present
the consolidated assets, liabilities and
operations of the Partnership. All
intercompany balances and transactions have
been eliminated.  

Risks and Uncertainties
                     
The Partnership invests its cash primarily in
deposits and money market funds with
commercial banks.  The Partnership has not
experienced any losses to date on its invested
cash.

The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the
reported amount of assets and liabilities,
contingent assets and liabilities and revenues
and expenses during the reporting period. 
Actual results could differ from those
estimates. 


                  Continued
<PAGE>
   KRUPP REALTY LIMITED PARTNERSHIP-V AND
SUBSIDIARY

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
                           

B.Significant Accounting Policies - Continued
         
Cash and Cash Equivalents

The Partnership includes all short-term
investments with maturities of three months or
less from the date of acquisition in cash and
cash equivalents.  The cash investments are
recorded at cost, which approximates current
market values.

Rental Revenues

Leases require the payment of base rent
monthly in advance.  Rental revenues are
recorded on the accrual basis.  
Depreciation

Depreciation is provided for by the use of the
straight-line method over estimated useful
lives of the related assets as follows:

Buildings and improvements to 25 years
Appliances, carpeting and equipment3 to 5
years

Impairment of Long-Lived Assets

In accordance with Financial Accounting
Standard No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of", which is
effective for fiscal years beginning after
December 15, 1995, the Partnership has
implemented policies and practices for
assessing impairment of its real estate
assets.

The investments in properties are carried at
cost less accumulated depreciation unless the
General Partners believe there is a material 
impairment in value, in which case a provision
to write down investments in properties to
fair value will be charged against income.  At
this time, the General Partners do not believe
that any assets of the Partnership are
materially impaired.

Deferred Expenses

Costs of obtaining and recording mortgages on
the properties are amortized over the term of
the related mortgage notes using the straight-
line method.


Income Taxes

The Partnership is not liable for federal or
state income taxes as Partnership income or
loss is allocated to the Partners for income
tax purposes.  In the event that the
Partnership's tax returns are examined by the
Internal Revenue Service or state taxing
authority and the examination results in a
change in the Partnership's taxable income or
loss, such change will be reported to the
Partners.







                            Continued
<PAGE>
        KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                     

C.Disposition of Real Estate Investment

On July 19, 1995, the Partnership sold Marine
Terrace Apartments, a 187-unit apartment
complex located in Chicago, Illinois, for cash
proceeds and other considerations which
totalled $6,436,505.  Proceeds from the sale
were used to pay closing costs of $44,152, to
repay the existing mortgage note on the
property of $4,050,721 and to satisfy other
Partnership liabilities.  For financial
reporting purposes, the Partnership realized
a gain of $3,265,789 on the sale.  The gain
was calculated as the difference between net
consideration received, less net book value of
the property.

D.Mortgage Notes Payable

The properties owned by the Partnership are
pledged as collateral for the non-recourse
mortgage notes outstanding at December 31,
1996 and 1995.  Mortgage notes payable consist
of the following:
<TABLE>
<CAPTION>
                                             Annual
                          Principal         Interest 
      Property        1996          1995        Rate    Maturity
                                                          Date
  Century II
  <S>           <C>            <C>           <C>     <C>
  Apartments    $10,450,896    $10,590,450   10.625% May 1, 1999

Park Place
Tower Apartments 31,819,359  32,210,504       6.75% May 1, 2024
  
     Total      $42,270,255     $42,800,954
</TABLE>

Century II Apartments

The property is subject to a non-recourse
first mortgage note of $11,000,000, which is
payable in equal monthly installments of
principal and interest of $104,844, based on
a 25-year amortization schedule.   The note
matures on May 1, 1999, at which point all
unpaid principal (approximately $10,077,000)
and any accrued interest is due.  The note may
be prepaid, in whole, beginning May 1, 1994,
subject to a prepayment premium equal to 10%
of the outstanding balance.  Beginning June 1,
1994 the prepayment premium shall equal 10% of
the outstanding principal balance, less 0.185%
of the outstanding balance per each calendar
month expired after June 1, 1994.  There shall
be no prepayment premium for any prepayment
made during the six month period prior to the
maturity date of the note.

Based on the borrowing rates currently
available to the Partnership for bank loans
with similar terms and average maturities, the
fair value of long term debt is approximately
$11,430,000 and $12,000,000 for the years
ended December 31, 1996 and 1995,
respectively.

                      






                            Continued
<PAGE>
        KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                     
  

D.Mortgage Notes Payable - Continued

Marine Terrace Apartments

In conjunction with the sale of the property
on July 19, 1995, the Partnership prepaid the
non-recourse first mortgage note of
$4,050,721.  As a result of the retirement of
debt, the Partnership incurred a prepayment
premium of $78,179.  The prepayment premium,
as well as unamortized deferred mortgage costs
of $15,036, are reported in the Statement of
Operations as an extraordinary loss from early
extinguishment of debt for the year ended
December 31, 1995.

Park Place Tower Apartments

The property is subject to a non-recourse
mortgage note of $33,000,000, dated September
15, 1993, held by the U.S. Department of
Housing and Urban Development ("HUD").  The
note is payable in equal monthly installments
of principal and interest of $212,783,  based
on a 31-year amortization.  At maturity, all
unpaid principal (approximately $1,457,000)
and any accrued interest is due.  The note may
not be prepaid prior to October 1, 1998.  In
the event prepayment of principal occurs any
time after this date, a prepayment premium
shall be due, based on a declining premium
rate of 5% to 0% of  the outstanding 
principal  balance  over a  period of 5 years. 
As stipulated in the Regulatory Agreement with
HUD, the Partnership makes monthly deposits of
$17,743 in an established reserve for
replacements to be used for improvements. 
Under the terms of the loan, HUD restricts the
distribution of funds to Surplus Cash, as
defined by HUD in the Regulatory Agreement.

Since the mortgage note cannot be prepaid
prior to October 1, 1998, the fair market
value cannot be determined.

The aggregate scheduled principal amounts of
long-term borrowings due during the five years
ending December 31, 2001 are $569,802,
$615,927, $10,614,413, $509,135 and $544,585.

During the years ended December 31, 1996, 1995
and 1994, the Partnership paid $3,280,828,
$3,555,694 and $3,792,109 of interest on its
mortgage notes, respectively.

E.Related Party Transactions

Commencing with the date of acquisition of the
Partnership's properties, the Partnership
entered into agreements under which property
management fees are paid to an affiliate of
the General Partners for services as
management agent.  Such agreements provide for
management fees payable monthly at a rate of
5% of the gross receipts from the properties
under management.  The Partnership also
reimburses affiliates of the General Partners
for certain expenses incurred in connection
with the operation of the Partnership and its 
properties including accounting, computer,
insurance, travel, legal and payroll; and with
the preparation and mailing of reports and
other communications to the Limited Partners.




  
Continued
<PAGE>
        KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                     


E.   Related Party Transactions - Continued

  Amounts accrued or paid to the General Partners or their
  affiliates during the years ended December 31, 1996, 1995 and
  1994 are as follows:
<TABLE>
<CAPTION>
                                1996      1995      1994  

     <S>                      <C>       <C>       <C>
     Property management fees $442,295  $512,462  $438,049
  
     Expense reimbursements    288,226   267,147   435,467

      Charged to operations   $730,521  $779,609  $873,516
</TABLE>

  Due to affiliates consists of the following as of December 31,
1996 and 1995:

                                   1996         1995   
                                                             
     Expense reimbursements     $   26,480   $   34,327
 
F.Legal Proceeding

The Partnership is a defendant in a class
action suit related to the practice of giving
discounts for the early or timely payments of
rent at Park Place and Marine Terrace.  The
central issue of the complaint is whether the
operative lease violated a Chicago municipal
ordinance relating to late fee charges because
it allowed tenants a discount if rent was paid
on or before the first of the month.  The
allegation was that, notwithstanding the
stated rental rate and printed discount, the
practice represented an unlawful means of
exacting late fee charges.  In addition to
seeking damages for any "forfeited" discounts,
plaintiffs seek statutory damages of two
months rent per lease violation and reasonable
attorneys' fees.  To be eligible for such
damages plaintiffs must prove that defendants
deliberately used a provision prohibited by
the ordinance. 

During  1994, the Court ruled in favor of the
defendants and accepted the Partnership's
Motion to Dismiss the Plaintiff's Third
Amended Complaint.  The plaintiffs filed an
appeal with the Appellate Court of Illinois,
First District.  During 1996, the decision was
reversed on appeal and the case remanded to
trial court for further proceedings.  The
defendants intend to vigorously defend this
case. However, management believes that it is
probable that an unfavorable outcome related
to the discounts allowed and late fees
collected will result.  Accordingly, the
Partnership has recorded a provision of
$168,474, representing  its share of the
discounts and late fees, in the 1996
consolidated financial statements.  The
ultimate outcome of the potential punitive
damages award related to this litigation,
including an estimate of potential loss,
cannot presently be determined.










                            Continued
<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
          


G.Partners' Deficit

Under the terms of the Partnership Agreement,
losses from operations are allocated 99% to
the Investor Limited Partners and 1% to the
General Partners and profits from operations
are allocated 93% to the Investor Limited
Partners, 6% to the Original Limited Partner
and 1% to the General Partners until such time
that the Investor Limited Partners have
received a return of their total invested
capital plus a 9% per annum cumulative return
thereon and thereafter, 65% to the Investor
Limited Partners, 28% to the Original Limited
Partner and 7% to the General Partners. 
Profits or losses from Capital Transactions
are allocated in accordance with the
Partnership Agreement.

Under the Partnership Agreement, cash
distributions are made on the same basis as
the allocations of profits described above.
Pursuant to the Partnership Agreement,
proceeds from Capital Transactions shall first
be applied to the payment of all debts and
liabilities of the Partnership and second to
fund reserves for contingent liabilities.  The
remaining net cash proceeds shall then be
distributed in accordance with the Partnership
Agreement.
          
As of December 31, 1996 the following
cumulative partner contributions and
allocations have been made since inception of
the Partnership:
<TABLE>
<CAPTION>
          Investor      Original
          Limited       Limited     General
          Partners      Partner      Partners             Total    
 
<S>                    <C>          <C>      <C>       <C>
Capital contributions  $ 35,200,000 $4,000   $ 1,000   $ 35,205,000

Syndication costs       (4,501,000)     -         -      (4,501,000)

Distributions            (4,803,303) (296,898)  (49,482)  (5,149,683)

Net gains on capital
transactions              6,674,964     -       67,424    6,742,388

Net income (loss)
before capital
transactions            (39,942,830)   12,940  (403,331) (40,333,221)

Balance at
December 31, 1996      $ (7,372,169)$(279,958)$(384,389)$ (8,036,516)
</TABLE>

H.  Future Base Rents Due Under Commercial Operating Leases

    Future base rent receivable under commercial operating leases
    for the years 1997 through 2001 is as follows:
<TABLE>
<CAPTION>
                       <C>                <C>
                       1997               $  120,388
                       1998                   97,216
                       1999                   93,784
                       2000                   79,071
                       2001                   66,885
                       Thereafter             57,912

   
                             Continued
<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
          


I.Real Estate Taxes
           
During the third quarter of 1996, the
Partnership successfully petitioned for the
reassessment of prior years' real estate taxes
on Park Place Apartments.  The Partnership
received tax refunds toward the 1986, 1987,
1988 and 1990 real estate taxes totaling
approximately $325,000, which is reflected as
a reduction in the 1996 real estate tax
expense.

J.Federal Income Taxes

For federal income tax purposes, the
Partnership is depreciating property using the
Accelerated Cost Recovery System ("ACRS") and
the Modified Accelerated Cost Recovery System
("MACRS") depending on which is applicable.  

The reconciliation of the net income (loss)
reported in the accompanying Consolidated
Statement of Operations with the net income
(loss) reported in the Partnership's federal
income tax return for the years ended December
31, 1996, 1995 and 1994 is as follows:

</TABLE>
<TABLE>
<CAPTION>
                                      1996        1995        1994   
   Net income (loss) per Consolidated
   <S>                             <C>         <C>        <C>
   Statement of Operations         $ (119,075) $2,377,197 $(1,450,214)

        Difference between book and tax
            depreciation              (30,155)       540        5,917

        Difference between book and tax  
            gain on sale of property      -       962,454        -   

        Difference between book and tax
            legal adjustment          168,474        -           -   

      Net income (loss) for federal
        income tax purposes        $   19,244  $3,340,191 $(1,444,297)

    The allocation of the net loss for federal income tax purposes
    for 1996 is as follows:
                              Portfolio     Passive
                                Income       Loss       Total  

      General Partners        $   1,682   $  (1,489) $      193
    
      Original Limited Partner                 -           -       
 -                
      Investor Limited Partners  166,508    (147,457)    19,051
                              $ 168,190   $ (148,946)$   19,244
</TABLE>
      
During the years ended December 31, 1996, 1995
and 1994 the per Unit net income (loss) to the
Investor Limited Partners for federal income
tax purposes were  $.54, $93.94 and ($40.62),
respectively.

The basis of the Partnership's assets for
financial reporting purposes exceeded its tax
basis by approximately $8,400,000 and
$8,300,000 at December 31, 1996 and 1995,
respectively.  The basis of the Partnership's
liabilities for financial reporting purposes
exceeded its tax basis by approximately
$168,000 and $0 at December 31, 1996 and 1995,
respectively.