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

                                   FORM 10-K

   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, 1995                 

                                        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                 0-14377              
                        Krupp Realty Limited Partnership-VII
              (Exact name of registrant as specified in its charter)

               Massachusetts                             4-2842924
   (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:  None

   Securities registered pursuant to Section 12(g) of the Act: Units        of
   Investor   Limited Partner Interest

   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:  Not
   applicable, since securities are non-voting.

   Documents incorporated by reference:  Part IV, Item 14

   The exhibit index is located on pages 9-12.
   <PAGE>

                                      PART I

   ITEM 1.     BUSINESS

      Krupp Realty  Limited Partnership-VII ("KRLP-VII") was  formed on August
   21,  1984   by  filing  a  Certificate   of  Limited   Partnership  in  The
   Commonwealth of  Massachusetts.   KRLP-VII has  issued all  of the  General
   Partner  Interests  to  two  General Partners,  The  Krupp  Corporation,  a
   Massachusetts corporation, and The  Krupp Company Limited Partnership-II, a
   Massachusetts  limited partnership.   KRLP-VII has  also issued  all of the
   Original  Limited   Partner  Interests   to  The   Krupp  Company   Limited
   Partnership-II.  On November 2, 1984, KRLP-VII commenced an offering of  up
   to 40,000  units of  Investor Limited  Partner Interest  (the "Units")  for
   $1,000 per  Unit.  The  public offering was  closed on April  25, 1986,  at
   which time 27,184 Units  had been sold. For additional details, see Note  A
   to  Consolidated Financial Statements  included in  Item 8  (Appendix A) of
   this report.  The  primary business of  KRLP-VII is to invest in,  operate,
   refinance and ultimately  dispose of a diversified portfolio of residential
   and commercial  real estate.  KRLP-VII  considers itself to be engaged only
   in the industry segment of investment in real estate.

      On December 19, 1984 the General Partners formed Krupp Realty Courtyards
   Limited  Partnership ("Realty-VII") as  a prerequisite  for the refinancing
   of Courtyards  Village East Apartments ("Courtyards").   At  the same time,
   the General  Partners transferred  ownership of  Courtyards to  Realty-VII.
   The  General  Partner  of  Realty-VII  is  the  Krupp  Corporation  ("Krupp
   Corp.").  The Limited  Partner of Realty-VII is KRLP-VII.  Krupp Corp.  has
   beneficially assigned its interest in Realty-VII to KRLP-VII.  

      On  March 31, 1994, the General Partners formed Windsor Partners Limited
   Partnership  ("Windsor  L.P.")  as a  prerequisite for  the  refinancing of
   Windsor  Apartments.  At  the same  time, the  General Partners transferred
   ownership of the property  to Windsor L.P..  In exchange for the  property,
   KRLP-VII received  99% Limited Partnership interest  in Windsor  L.P..  The
   General Partner of Windsor  L.P. is ST. Windsor  Corporation which has a 1%
   interest in Windsor L.P. and is 100% owned by KRLP-VII.

      KRLP-VII, Realty-VII and  Windsor L.P. are  collectively known as  Krupp
   Realty  Limited Partnership-VII and Subsidiaries  (collectively referred to
   herein as the "Partnership").

      The Partnership's real estate  investments are subject to some  seasonal
   fluctuations  due   to  changes   in  utility   consumption  and   seasonal
   maintenance  expenditures.    However,   the  future  performance   of  the
   Partnership  will depend  upon factors  which  cannot  be predicted.   Such
   factors include  general economic and  real estate  market conditions, both
   on a national basis  and in those areas where the Partnership's real estate
   investments are located, the availability and  cost of borrowed funds, real
   estate tax rates, operating  expenses, energy costs, government regulations
   and federal and  state income tax  laws.  The  requirements for  compliance
   with federal, state and  local regulations to date have not had an  adverse
   affect on the Partnership's operations, and  no adverse affect therefrom is
   now anticipated in the future.

      The  Partnership's investments in real  estate are also  subject to such
   risks as (i)  competition from existing and  future projects held by  other
   <PAGE>
   owners  in the locations  of the  Partnership's properties,  (ii)  possible
   reduction in rental income due  to an inability to  maintain high occupancy
   levels, to  the financial failure of  a tenant or  the inability of  retail
   tenants  to  achieve gross  sales  at a  level  sufficient  to  provide for
   additional  rental income based  on a  percentage of  sales, (iii) possible
   adverse changes in  mortgage interest rates,  (iv) possible adverse changes
   in  general   economic   and   local   conditions,  such   as   competitive
   over-building,  increases  in  unemployment,  or  adverse  changes in  real
   estate zoning  laws,  (v) the  possible  future  adoption of  rent  control
   legislation which would  not permit the full  amount of increased costs  to
   be passed on  to tenants  in the  form of  rent increases,  and (vi)  other
   circumstances over which the Partnership may have little or no control.
 
              As of December 31,  1995, there were approximately 29  full and
   part-time on-site personnel employed by the Partnership.

   ITEM 2.     PROPERTIES

               As  of  December  31,  1995,  the  Partnership  has   leveraged
   investments  in two apartment  complexes having  an aggregate  of 524 units
   and one  commercial shopping  center with  89,432 square  feet of  leasable
   space. 

               A  summary  of the  Partnership's  real  estate investments  is
   presented below.

<TABLE>
<CAPTION>
                                                     Total Units/    Average Occupancy

                                           Year   Current Leasable       December 31,     
            Description                  Acquired  Square Footage   1995 1994 1993 1992 1991

            <S>                            <C>           <C>       <C> <C>  <C>  <C>  <C>
            Multi-Family Residential

               Courtyards Village East
               Apartments
               Naperville, Illinois         1985          224       95% 97%  96%  93%  92%

               Windsor Apartments
               Garland, Texas               1984          300       95% 94%  92%  93%  92%

            Shopping Center - Commercial

               Nora Corners Shopping 
               Center
               Indianapolis, Indiana        1986       89,432       93% 93%  93%  95%  95%


</TABLE>
   ITEM 3.     LEGAL PROCEEDINGS

               There are no  material pending legal  proceedings to which  the
   Partnership is a party.


   ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               None.
                                     PART II
   <PAGE>

   ITEM 5.     MARKET   FOR  THE  REGISTRANT'S   COMMON  EQUITY   AND  RELATED
               STOCKHOLDER MATTERS

               The  transfer  of  Units  is  subject  to  certain  limitations
   contained in the Partnership Agreement.  There is  no public market for the
   Units and it is not anticipated that any such public market will develop.

               The number of Investor Limited Partners as of December 31, 1995
   was approximately 1,500.

               One  of the objectives of  the Partnership is  to generate cash
   available for distribution, all or a portion of  which will be treated as a
   return  of capital and  therefore not  currently taxable.   The Partnership
   discontinued distributions during 1989  due to insufficient  operating cash
   flow.   In 1994,  however, the General  Partners determined  that there was
   sufficient Cash  Flow   to reinstate  distributions.   These  distributions
   commenced in August 1994 and thereafter are to be paid semiannually.

               The   Partnership  made  the  following  distributions  to  its
   Partners during the years ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>

                                                 Year Ended December 31,          
                                                 1995                    1994       
                                            Amount   Per Unit      Amount   Per Unit
            Limited Partners:
               <S>                        <C>       <C>          <C>        <C>

               Investor Limited Partner
                Interest (27,184 Units
                outstanding)               $543,679  $20.00       $135,920   $5.00

               Original Limited Partner      48,327                 12,082

            General Partners                 12,082                  3,020

                                           $604,088               $151,022
</TABLE>
   ITEM 6.     SELECTED FINANCIAL DATA

               The following table  sets forth selected  financial information
   regarding  the  Partnership's  financial position  and  operating  results.
   This   information  should  be   used  in   conjunction  with  Management's
   Discussion and Analysis  of Financial Condition  and Results  of Operations
   and  the Consolidated  Financial Statements  and Notes  thereto, which  are
   included in Items 7 and 8 of this report, respectively.

      <PAGE>
<TABLE>
<CAPTION>
                                  1995        1994          1993          1992           1991   

      <S>                     <C>         <C>           <C>            <C>           <C>
      Total revenue           $ 4,537,418 $ 4,286,787   $ 4,799,476    $ 5,396,406   $ 5,681,346

      Loss before gain on
       sale/(loss on 
       foreclosure)               (24,601)   (409,938)     (789,506)      (994,525)     (893,791)

      Gain on sale/(loss on 
       foreclosure)                  -           -          843,368           -       (1,668,385)

      Net income (loss)           (24,601)   (409,938)       53,862       (994,525)   (2,562,176)

      Net income (loss)
        allocated to:

       Investor Limited
       Partners:
        Income (loss) before
         gain on sale/(loss
         on foreclosure)          (24,355)   (405,839)     (781,611)      (984,580)     (884,853)
        Per Unit                     (.90)     (14.93)       (28.75)        (36.22)       (32.55)
        Gain on sale/(loss
         on foreclosure)             -           -          834,934           -       (1,651,701)
        Per Unit                     -           -            30.71           -           (60.76)
        Net income (loss)         (24,355)   (405,839)       53,323       (984,580)   (2,536,554)
        Per Unit                     (.90)     (14.93)         1.96         (36.22)       (93.31)

       General Partners:
        Income (loss) before
         gain on sale/(loss
         on foreclosure)             (246)     (4,099)          539         (9,945)       (8,938)
        Gain on sale/(loss
         on foreclosure)             -           -             -              -          (16,684)
        Net income (loss)            (246)     (4,099)          539         (9,945)      (25,622)
       
      Total assets            $17,592,386 $18,336,983   $18,729,696    $24,239,479   $25,444,546

      Long-term obligations   $12,563,382 $12,745,312   $ 8,364,761    $17,226,999   $17,484,896

      Distributions to:
       Investor Limited
        Partners                  543,679     135,920          -              -             -
       Per Unit                     20.00        5.00          -              -             -

       Original Limited
        Partner                    48,327      12,082          -              -             -

       General Partners            12,082       3,020          -              -             -
</TABLE>
   Operations results for the periods presented are  not comparable due to the
   following events:

   (1)      Westbrook Place and Willow Cove Apartments were sold July 1, 1993.

         <PAGE>
(2)   Richland Mall was foreclosed upon on June 4, 1991.

   Prior performance  of  the Partnership  is  not  necessarily indicative  of
   future operations.

   TEM 7.   MANAGEMENT'S DISCUSSION  AND ANALYSIS  OF FINANCIAL CONDITION  AND
            RESULTS OF OPERATIONS

   Liquidity and Capital Resources

      The Partnership's ability to generate cash adequate to meet its needs is
   dependent  primarily upon the  operations of  its real  estate investments.
   Such ability  would also  be impacted by  the future  availability of  bank
   borrowings  and  the  future  refinancing and  sale  of  the  Partnership's
   remaining real  estate investments.   These  sources of  liquidity will  be
   used  by the  Partnership for  payment of  expenses related  to real estate
   operations, capital expenditures, debt  service and expenses.   Cash  Flow,
   if any,  as calculated under Section  8.2(a) of  the Partnership Agreement,
   will then be  available for distribution  to the  Partners.   In 1994,  the
   General  Partners  determined  that  there  was  sufficient  Cash  Flow  to
   reinstate  semi-annual  distributions.   These  distributions  commenced in
   August 1994 at a rate of  $5.00 per Unit and increased  in February 1995 to
   a rate of $20.00 per Unit.

      The Partnership's  properties  (Courtyards  Village,  Nora  Corners  and
   Windsor  Apartments)  have generated  increased  liquidity  due  to  higher
   rental  rates in 1995, as  compared to 1994.   Furthermore, the partnership
   has  increased  availability  of funds  due  to  reduced mortgage  payments
   resulting from  the 1994 refinancing of the mortgage notes  payable at Nora
   Corners and Windsor Apartments.

   Cash Flow

      Shown  below,  as   required  by  the  Partnership  Agreement,   is  the
   calculation of  Cash Flow of  the Partnership for  the year ended  December
   31,  1995.  The  General Partners provide certain  of the information below
   to meet requirements of the Partnership  Agreement and because they believe
   that it is  an appropriate supplemental  measure of  operating performance.
   However, Cash Flow should not be considered by  the reader as a  substitute
   to net income, as an indicator  of the Partnership's operating  performance
   or to cash flows as a measure of liquidity. 

<TABLE>
<CAPTION>
                                                            Rounded to $1,000

      <S>                                                      <C>
      Net loss for tax purposes                                $  (86,000) 

      Items not requiring (requiring) the use of operating
       funds:
            Tax basis depreciation and amortization             1,346,000
            Principal payments on mortgage notes payable         (168,000)
            Capital improvement expenditures                     (262,000)
               Working capital reserves                          (226,000)
                               
      Cash Flow                                                $  604,000 

</TABLE>
   Operations

   <PAGE>
      The following  discussion relates to  the operations of  the Partnership
   and  its  properties  (Courtyards  Village,  Nora  Corners,  Westbrook  and
   Windsor Apartments) for the  years ended December 31,  1995, 1994, and 1993
   or  portion  thereof.   The  sale  of  Westbrook, effective  July  1, 1993,
   significantly impacted the comparability of the Partnership's operations.

   1995 versus 1994

      During  1995  as compared  to  1994,  cash  flow increased  60%  due  to
   increases in rental  revenues and  reduced operating and interest  expense.
   Rental revenues increased  primarily due  to steady  rental rate  increases
   implemented  at  Courtyards  and  Windsor  in  1994.     The  Partnership's
   commercial  property,  Nora  Corners, is  maintaining  its  high  level  of
   occupancy with  the signing  of two  new tenants  in the  first quarter  of
   1994,  D.L. Lowry  Salon,  a  hair salon,  and  Food King,  a Chinese  food
   restaurant, and one new tenant in the second  quarter of 1995, After all, a
   women's  clothing store.   In  addition,  the Accent  Shop, a  home  retail
   store, renewed  its lease.   Interest  income increased  due to  additional
   investments in commercial paper yielding higher rates of return.

   During 1995 as  compared to  1994, overall  expenses have  decreased.   The
   decrease in operating expense is primarily due to a  reduction in insurance
   expense due to  a favorable claim history  as well as management's  efforts
   to reduce reimbursable operating costs.   Interest expense decreased due to
   the refinancing of the  mortgage notes payable  at Windsor  Apartments  and
   Nora  Corners  in  April  and  October  of  1994,  respectively.   The  new
   mortgage  note at Windsor  has a  reduced interest rate of  9.25% per annum
   from  the previous  rate  of 10.3%  per annum.   At  Nora Corners,  the new
   mortgage note has an interest rate of 9%  per annum from the previous  rate
   of 10.5%  per annum.   Maintenance  expense increased  due to  landscaping,
   parking lot  and exterior building  improvements implemented at  Courtyards
   and  Windsor  primarily during  the  third  and  fourth  quarters of  1995.
   General  and  administrative  expenses  have  increased  due  to legal  and
   consulting fees paid for the appraisals of the properties.  

      In  1996,  Courtyards  and   Windsor  are  scheduled  to   have  capital
   improvement    expenditures totaling  $312,000 and  $340,000, respectively.
   The  General   Partners  believe  these   improvements  will  improve   the
   appearance  of  the  properties   and  allow  the   properties  to   remain
   competitive in their respective real estate markets.

   1994 versus 1993

      During 1994, as  compared to 1993, cash flow increased  primarily due to
   increases in operating cash flow and  reduced capital expenditures.  Rental
   revenues increased by  $198,000, excluding $714,000 of revenue generated by
   Westbrook in 1993.   This was primarily due  to improved occupancy  as well
   as  increased  rental  rates  at  Courtyards  and  Windsor.    Interior and
   exterior painting improvements and  carpentry renovations, started  in 1993
   at  Courtyards and  Windsor, were completed  in the first  quarter of 1994.
   Landscaping  and parking lot  upgrades were  also implemented at Courtyards
   in  1993.   These improvements  allowed  the  Partnership to  obtain rental
   increases  at both properties.  Occupancy at  Windsor increased due to  the
   stabilization of  the Dallas economy,   with home  purchasing leveling off.
   As  a result,  all rental  concessions at  Windsor were  eliminated in  the
   first quarter  of 1994.  At  Courtyards, rental concessions were reduced as
   a result of the improved
 <PAGE>
   occupancy.     The   Partnership's   commercial  property,   Nora  Corners,
   maintained its high occupancy  with the signing of  two new tenants  in the
   first quarter of  1994, D.L. Lowry  Salon, a  hair salon, and Food  King, a
   Chinese food restaurant.

      Property expenses for 1994,  as compared to 1993  (excluding Westbrook),
   increased by $30,000.  The increase was  primarily due to higher  operating
   expenses  for  the snow  removal  costs  incurred  at  Courtyards and  Nora
   Corners as a result of the heavy snow storms during the winter of 1994.

   General

      In accordance  with Financial Accounting Standards  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  significant
   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
   significantly impaired.

   ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      See Appendix A to this report.

   ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND
              FINANCIAL DISCLOSURE
      None.
                                     PART III

   ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The Partnership has no directors  or executive officers.  Information as to
   the directors and  executive officers of The  Krupp Corporation which  is a
   General  Partner  of  both  KRLP-VII  and     The  Krupp  Company   Limited
   Partnership-II, the other General Partner of KRLP-VII, is as follows:

                                           Position with
             Name and Age                  The Krupp Corporation

             Douglas Krupp (49)            Co-Chairman of the Board
             George Krupp (51)             Co-Chairman of the Board
             Laurence Gerber (39)          President
             Robert A. Barrows (38)        Senior Vice President and
                                           Corporate Controller

      Douglas  Krupp is  Co-Chairman and  Co-Founder  of The  Berkshire Group.
   Established  in 1969 as  the Krupp  Companies, this  real estate-based firm
   expanded over the years within its  areas of expertise including investment
   program sponsorship, property and asset management, mortgage banking, 
   <PAGE>
   healthcare facility  ownership and the management  of the  Company.  Today,
   The Berkshire Group is an integrated  real estate, mortgage and  healthcare
   company  which is headquartered  in Boston with regional offices throughout
   the  country.   A  staff of  3,400  are  responsible for  the more  than $4
   billion under management  for institutional  and individual  clients.   Mr.
   Krupp  is a graduate  of Bryant  College.  In 1989  he received an honorary
   Doctor of Science in Business Administration  from this institution and was
   elected  trustee in 1990. Mr. Krupp is Chairman of the Board and a Director
   of Berkshire  Realty Company,  Inc. (NYSE-BRI).   George  Krupp is  Douglas
   Krupp's brother.

      George Krupp is the Co-Chairman and  Co-Founder of The Berkshire  Group.
   Established  in 1969 as  the Krupp  Companies, this  real estate-based firm
   expanded over the years within its  areas of expertise including investment
   program  sponsorship, property and  asset management,  mortgage banking and
   healthcare  facility  ownership.     Today,  The  Berkshire  Group  is   an
   integrated   real  estate,  mortgage   and  healthcare   company  which  is
   headquartered in  Boston with regional offices  throughout the  country.  A
   staff of 3,400 are  responsible for more than  $4 billion under  management
   for  institutional  and  individual  clients.    Mr.  Krupp  attended   the
   University of Pennsylvania and Harvard University.   Mr. Krupp also  serves
   as Chairman of the  Board and Trustee of Krupp Government Income Trust  and
   as Chairman of the Board and Trustee of Krupp Government Income Trust II. 

      Laurence Gerber  is the  President and  Chief Executive  Officer of  The
   Berkshire Group.  Prior to becoming  President and Chief Executive  Officer
   in 1991,  Mr. Gerber held various  positions with The Berkshire Group which
   included overall responsibility at various times  for:  strategic  planning
   and  product  development, real  estate  acquisitions,  corporate  finance,
   mortgage  banking, syndication and marketing.  Before joining The Berkshire
   Group  in 1984,  he was  a management  consultant with  Bain &  Company,  a
   national consulting firm headquartered in Boston.  Prior  to that, he was a
   senior  tax  accountant  with  Arthur  Andersen  &  Co.,  an  international
   accounting and consulting firm.  Mr. Gerber has a B.S. degree in  Economics
   from the  University of Pennsylvania, Wharton  School and  an M.B.A. degree
   with high  distinction from Harvard  Business School.   He  is a  certified
   Public Accountant.   Mr. Gerber  also serves as  President and Director  of
   Berkshire  Realty Company, Inc.  (NYSE-BRI) and   President  and Trustee of
   Krupp   Government  Income  Trust   and  President  and  Trustee  of  Krupp
   Government Income Trust II.

      Robert A. Barrows is Senior Vice  President and Corporate Controller  of
   The  Berkshire Group.   Mr. Barrows  has held several  positions within The
   Berkshire  Group  since  joining  the  company  in  1983  and  is currently
   responsible for accounting and  financial reporting, treasury, tax, payroll
   and office  administrative  activities.   Prior  to  joining The  Berkshire
   Group,  he was an audit supervisor for Coopers & Lybrand  L.L.P. in Boston.
   He  received a B.S.  degree from  Boston College and is  a Certified Public
   Accountant.
        
   ITEM 11.  EXECUTIVE COMPENSATION

      The Partnership has no directors or executive officers.

   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      As  of December 31, 1995, no person owned of  record or was known by the
   <PAGE>
   General Partners  to own  beneficially more  than 5%  of the  Partnership's
   27,184  outstanding Units.   The only interests  held by management  or its
   affiliates  consist of  its General  Partner and  Original  Limited Partner
   interests.

   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The  Partnership does  not  have any  directors, executive  officers  or
   nominees for election as director.  Additionally, as of  December 31, 1995,
   no person of  record owned  or was  known by  the General  Partners to  own
   beneficially more than 5% of the Partnership's outstanding Units.

                                     PART IV

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

   (a)     1.    Consolidated Financial  Statements - see Index to Consolidated
                 Financial  Statements  and  Consolidated  Financial  Statement
                 Schedule  included under Item  8, Appendix  A, on  page F-2 to
                 this report.

           2.    Consolidated  Financial  Statement Schedules  -  see Index  to
                 Consolidated  Financial Statements  and Consolidated Financial
                 Statement Schedule included under Item 8,  Appendix A, on page
                 F-2 to this report.   All other schedules are omitted as  they
                 are  not  applicable or  not required  or  the information  is
                 provided  in  the Consolidated  Financial  Statements  or  the
                 Notes thereto.

   (b)     Exhibits:

           Number and Description
           Under Regulation S-K

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

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

                  (4.1) Amended Agreement  of Limited Partnership dated  as of
                        October 23, 1984 [Exhibit A to Prospectus included  in
                        Registrant's Registration Statement on Form S-11 (File
                        2-92889)].*

                  (4.2) Thirty-Second Amendment and Restatement of Certificate
                        of  Limited Partnership  filed with  the Massachusetts
                        Secretary of  State on  June 4,  1986 [Exhibit  4.2 to
                        Registrant's Report  on Form  10-K  dated October  31,
                        1986 (File No. 0-14377)].*

           (10)   Material Contracts

                  Windsor Apartments

                  (10.1)   Purchase  and Sale  Agreement  dated  June 3,  1983
        <PAGE>
                           between  Douglas Krupp,  on behalf  of  himself and
                           others, and  Garland Land Joint  Venture [Exhibit 1
                           to Registrant's Report  on Form 8-K dated  December
                           27, 1984 (File No. 2-92889)].*

                  (10.2)   Management   Agreement  dated   December  27,  1984
                           between  Krupp  Realty Limited  Partnership-VII, as
                           Owner  and  Krupp  Asset  Management  Company,  now
                           known as Berkshire Property Management  ("BPM"), as
                           Agent.  [Exhibit  10.4  to  Registrant's Report  on
                           Form 10-K  for the  fiscal year  ended October  31,
                           1984 (File No. 2-92889)].*

                  (10.3)   Promissory  Note  dated  April  13,  1994   by  and
                           between  Windsor  Partners Limited  Partnership and
                           Sun  Life  Insurance  Company  of America  [Exhibit
                           10.1  to Registrant's  Report  on Form  10-Q  dated
                           June 30, 1994 (File No. 0-14377)].*

                  (10.4)   Deed of Trust,  Security Agreement, Fixture Filing,
                           Financing Statement  and Assignment  of Leases  and
                           Rents  dated  April  13,  1994  from  the  grantor,
                           Windsor   Partners  Limited   Partnership,  to  the
                           Trustee,   Brian   C.  Rider   [Exhibit   10.2   to
                           Registrant's  Report on  Form  10-Q dated  June 30,
                           1994 (File No. 0-14377)].*

                  Courtyards Village East Apartments

                  (10.5)   Purchase and Sale Agreement dated October 12,  1984
                           between  Douglas Krupp  on  behalf of  himself  and
                           others,  and   The  Courtyards   Village  and   The
                           Courtyards Village Inn-East  Apartments Partnership
                           [Exhibit  1  to  Registrant's  Report  on  Form 8-K
                           dated April 1, 1985  (File 2-92889)].*

                   (10.6)  Amended  Trust Agreement dated  May 6, 1976 between
                           The Courtyards Village  and The Courtyards  Village
                           Inn-East  Apartments   Partnership   and   American
                           National Bank and Trust Company of Chicago [Exhibit
                           2 to Registrant's Report on Form 8-K dated April 1,
                           1985 (File No. 2-92889)].*

                   (10.7)  Assignment  of Trust of  American National Bank and
                           Trust  Company  of  Chicago  dated  April  1,  1985
                           [Exhibit 3 to Registrant's Report on Form 8-K dated
                           April 1, 1985 (File No. 2-92889)].*

                   (10.8)  Mortgage   Note  dated  January   1,  1973  between
                           American National Bank and Trust Company of Chicago
                           and Republic Realty Mortgage Company [Exhibit  4 to
                           Registrant's Report on Form 8-K dated April 1, 1985
                           (File No. 2-92889)].*

                   (10.9)  Modification  Agreement dated  May 1,  1975 between
                           American National Bank and Trust Company of Chicago
                           and Republic Realty Mortgage  Corporation. [Exhibit
                           5 <PAGE>
                           to Registrant's  Report on Form 8-K  dated April 1,
                           1985 (File No. 2-92889)].*

                   (10.10) Mortgage Note dated  May 18, 1976  between American
                           National  Bank  and Trust  Company  of  Chicago and
                           Republic  Realty  Mortgage  Company  [Exhibit  6 to
                           Registrant's Report on Form 8-K dated April 1, 1985
                           (File No. 2-92889)].*

                   (10.11) Mortgage  Agreement  dated  May  18,  1976  between
                           American National Bank and Trust Company of Chicago
                           and Republic Realty Mortgage Corporation [Exhibit 7
                           to Registrant's  Report on Form 8-K  dated April 1,
                           1985 (File No. 2-92889)].*

                   (10.12) Amended HUD Regulatory Agreement dated May 18, 1976
                           between American National Bank and Trust Company of
                           Chicago  and  Republic Realty  Mortgage Corporation
                           [Exhibit 8 to Registrant's Report on Form 8-K dated
                           April 1, 1985 (File No. 2-92889)].*

                   (10.13) Consolidation Agreement dated June 14, 1976 between
                           American  Bank and  Trust  Company  of Chicago,  as
                           Trustee, and Republic  Realty Mortgage  Corporation
                           [Exhibit 9 to Registrant's Report on Form 8-K dated
                           April 1, 1985  (File No. 2-92889)].*

                   (10.14) Management  Agreement dated  April 1,  1985 between
                           Krupp Realty Limited  Partnership-VII, as Owner and
                           Krupp  Asset  Management  Company,  now   known  as
                           Berkshire  Property  Management ("BPM"),  as Agent.
                           {Exhibit 10.20 to Registrant's Report  on Form 10-K
                           for  the year ended  October 31, 1985  (File No. 2-
                           92889)].*

                   Nora Corners Shopping Center

                   (10.15) Purchase and  Sale Agreement  dated  June 16,  1986
                           between  Douglas  Krupp, on  behalf of  himself and
                           others  and Nora Corners Building Associates, Ltd.,
                           an  Illinois  limited  partnership  [Exhibit  1  to
                           Registrant's Report on Form 8-K dated September 24,
                           1986 (File No. 0-14377)].*

                   (10.16) Amendment  to  Purchase  and  Sale  Agreement dated
                           August 29, 1986 between Douglas Krupp, on behalf of
                           himself  and  others   (assigned  to  Krupp  Realty
                           Limited Partnership-VII), and Nora Corners Building
                           Associates, Ltd., an  Illinois limited  partnership
                           [Exhibit 2 to Registrant's Report on Form 8-K dated
                           September 24, 1986 (File No. 0-14377)].*

                   (10.17) Property Management Agreement  dated September  24,
                           1986 between Krupp Realty  Limited Partnership-VII,
                           as  Owner and Krupp  Asset Management  Company, now
                           known  as  Berkshire  Property  Management  ("BPM")
         <PAGE>
                           Berkshire  Property  Management  Company, as  Agent
                           [Exhibit  10.36 to Registrant's Report on Form 10-K
                           dated October 31, 1987 (File No. 0-14377)].* 

                   (10.18) Special  Warranty  Deed  dated September  24,  1986
                           between  Krupp  Realty Limited  Partnership-VII and
                           Nora Corners Building Associates, Ltd., an Illinois
                           limited  partnership  [Exhibit  8  to  Registrant's
                           Report on  Form 8-K dated September  24, 1986 (File
                           No. 0-14377)].*

                   (10.19) Land Lease dated October 11, 1962 between Cornelius
                           M.  and  Wilma  Brown   (lessor)  and  Burger  Chef
                           Systems,  Inc.,  an  Indiana  corporation  (lessee)
                           [Exhibit 9 to Registrant's Report on Form 8-K dated
                           September 24, 1986 (File No. 0-14377)].*

                   (10.20) Notice of  Lease dated  September 23, 1963  between
                           Cornelius  M. and Wilma  Brown (lessor)  and Burger
                           Chef Systems, Inc., an Indiana corporation (lessee)
                           [Exhibit  10 to  Registrant's  Report on  Form  8-K
                           dated September 24, 1986 (File No. 0-14377)].*

                   (10.21) Assignment  of  Lease  dated  September   24,  1986
                           between  Krupp  Realty Limited  Partnership-VII and
                           Nora Corners Building Associates, Ltd., an Illinois
                           limited  partnership  [Exhibit  11 to  Registrant's
                           Report on  Form 8-K dated September  24, 1986 (File
                           No. 0-14377)].*

                   (10.22) Promissory Note dated September 27, 1994, effective
                           October  6,  1994,  by  and  between  Krupp  Realty
                           Limited  Partnership-VII  and  John Hancock  Mutual
                           Life   Insurance   Company.   [Exhibit   10.22   to
                           Registrant's Report on Form 10-K dated December 31,
                           1994 (File No. 0-14377)].*  

                   (10.23) Mortgage, Security Agreement, Assignment  of Leases
                           and  Fixture  Filing  dated  September   27,  1994,
                           effective October  6, 1994,   by and  between Krupp
                           Realty  Limited  Partnership-VII  and John  Hancock
                           Mutual  Life Insurance  Company. [Exhibit  10.23 to
                           Registrant's Report on Form 10-K dated December 31,
                           1994 (File No. 0-14377)].*

                   * Incorporated by reference

   (c)  Reports on Form 8-K

      During the  last  quarter of  the  year  ended December  31,  1995,  the
      Partnership filed no reports on Form 8-K.

   <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
   21st day of March, 1996.

                     KRUPP REALTY LIMITED PARTNERSHIP-VII
                     By: The Krupp Corporation, a General
                         Partner



                                 By:  /s/Douglas Krupp                     
                                      Douglas  Krupp,  Co-Chairman   (Principal
                                      Executive  Officer)  and Director  of The
                                      Krupp Corporation


      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 21st day of March,
   1996.

   Signatures     Titles




   /s/Douglas Krupp           Co-Chairman (Principal Executive Officer)
   Douglas Krupp              and Director of The Krupp Corporation, a General
                              Partner.


   /s/George Krupp            Co-Chairman (Principal Executive Officer)
   George Krupp               and Director of The Krupp Corporation, a General
                              Partner.



   /s/Laurence Gerber         President of The Krupp Corporation, a
   Laurence Gerber            General Partner.



   /s/Robert A. Barrows       Senior Vice President and Corporate
    Robert A. Barrows         Controller of The Krupp Corporation, 
                              a General Partner.

   <PAGE>




                                    APPENDIX A

              KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
                                              





                  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, 1995
   <PAGE>
              KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES

             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
                                              



   Report of Independent Accountants                                       F-3

   Consolidated Balance Sheets at December 31, 1995 and 1994               F-4

   Consolidated Statements of Operations for the years ended
   December 31, 1995, 1994 and 1993                                        F-5

   Consolidated Statements of Changes in Partners' Equity for 
   the years ended December 31, 1995, 1994 and 1993                        F-6

   Consolidated Statements of Cash Flows for the years ended 
   December 31, 1995, 1994 and 1993                                        F-7

   Notes to Consolidated Financial Statements                       F-8 - F-15

   Schedule III - Real Estate and Accumulated Depreciation         F-16 - F-17



   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-VII and Subsidiaries:

               We  have  audited  the  consolidated  financial statements  and
   consolidated  financial   statement  schedule  of   Krupp  Realty   Limited
   Partnership-VII and  subsidiaries (the "Partnership")  listed in the  index
   on page  F-2 of this  Form 10-K.   These consolidated financial  statements
   and consolidated  financial statement  schedule are  the responsibility  of
   the Partnership's management.  Our responsibility  is to express an opinion
   on these  financial statements and  financial statement  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 consolidated financial statements referred
   to  above  present  fairly,  in all  material  respects,  the  consolidated
   financial   position   of  Krupp   Realty   Limited   Partnership-VII   and
   Subsidiaries  as of  December 31,  1995 and  1994  and  the results  of its
   operations and  its cash flows  for each  of the three years  in the period
   ended December  31, 1995 in conformity  with generally accepted  accounting
   principles.    In  addition, in  our  opinion,  the consolidated  financial
   statement schedule  referred to above, when  considered in  relation to the
   basic consolidated 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 1, 1996
   <PAGE>

<TABLE>
<CAPTION>
                         KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES

                                      CONSOLIDATED BALANCE SHEETS
                                      December 31, 1995 and 1994
                                                          

                                                ASSETS
                                                                   1995           1994   

            <S>                                               <C>            <C>
            Multi-family apartment complexes, net of
               accumulated depreciation of $9,521,601 and 
               $8,664,936, respectively (Note D)               $ 9,030,289    $ 9,665,226
            Retail center, net of accumulated
               depreciation of $3,285,620 and $2,896,863,
               respectively (Notes D and H)                      6,376,225      6,724,369

                  Total real estate assets                      15,406,514     16,389,595

            Cash and cash equivalents                            1,311,037      1,021,464
            Cash restricted for tenant security deposits            35,979         55,084
            Cash restricted for capital improvements (Note D)       57,462         54,189
            Prepaid expenses and other assets (Note I)             549,614        555,508
            Deferred expenses, net of accumulated
               amortization of $55,514 and $19,538,
               respectively (Note I)                               231,780        261,143

                  Total assets                                 $17,592,386    $18,336,983

                                  LIABILITIES AND PARTNERS' EQUITY

            Mortgage notes payable (Note D)                    $12,744,191    $12,912,152
            Accrued expenses and other liabilities (Note E)        815,041        762,988

                  Total liabilities                             13,559,232     13,675,140

            Commitment (Note F)

            Partners' equity (Note F):

               Investor Limited Partners (27,184
                  Investor Limited Partner interests 
                  outstanding)                                   4,606,880      5,174,914
               Original Limited Partner                           (337,462)      (289,135)
               General Partners                                   (236,264)      (223,936)

                  Total Partners' equity                         4,033,154      4,661,843

                  Total liabilities and Partners' equity       $17,592,386    $18,336,983
</TABLE>

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

                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                         For the Years Ended December 31, 1995, 1994 and 1993
                                                        

<TABLE>
<CAPTION>
                                                         1995        1994         1993   
           <S>                                       <C>         <C>          <C>
            Revenue:
               Rental (Note G)                        $4,470,378  $4,258,043   $4,774,332
               Interest income                            67,040      28,744       25,144

                  Total revenue                        4,537,418   4,286,787    4,799,476

            Expenses:
               Operating (Notes H and I)               1,036,703   1,161,154    1,491,610
               Maintenance                               359,058     331,826      497,049
               Real estate taxes                         437,955     404,887      464,734
               Management fees to an affiliate
                 (Note I)                                192,572     176,861      208,563
               Depreciation and amortization           1,281,398   1,293,815    1,387,232
               Interest (Note D)                       1,119,216   1,230,723    1,446,343
               General and administrative 
                  (Note I)                               135,117      97,459       93,451

                  Total expenses                       4,562,019   4,696,725    5,588,982
               
            Net loss before gain on sale 
               of Westbrook                                 -          -         (789,506)

            Gain on sale of Westbrook (Note C)              -          -          843,368

               Net income (loss) (Note J):            $  (24,601) $ (409,938)  $   53,862
             
            Allocation of net income (loss)
               (Note F):

               Investor Limited Partner
                Interest (27,184 Units outstanding)   $  (24,354) $ (405,839)  $   53,323

               Per Unit of Investor Limited
                Partner Interest:
                  Loss before gain on sale of 
                   Westbrook                          $     (.90) $   (14.93)  $   (28.75)
                  Gain on sale of Westbrook                 -           -           30.71

                  Net income (loss)                   $     (.90) $   (14.93)  $     1.96

               General Partners:
                  Loss before gain on sale of
                   Westbrook                          $     (246) $   (4,099)  $   (7,895)
                  Gain on sale of Westbrook                 -           -           8,434

                  Net income (loss)                   $     (246) $   (4,099)  $      539
</TABLE>
             
                                The accompanying notes are an integral
                            part of the consolidated financial statements.
            <PAGE>
                         KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
                         For the Years Ended December 31, 1995, 1994 and 1993
                                                        

<TABLE>
<CAPTION>
                                     Investor      Original                        Total
                                     Limited       Limited        General         Partners'
                                     Partners      Partner       Partners          Equity   


     <S>                          <C>            <C>            <C>             <C>
     Balance at December 31, 1992  $5,663,350     $(277,053)     $(217,356)      $5,168,941

     Net income                        53,323          -               539           53,862

     Balance at December 31, 1993   5,716,673      (277,053)      (216,817)       5,222,803

     Distribution                    (135,920)      (12,082)        (3,020)        (151,022)

     Net loss                        (405,839)         -            (4,099)        (409,938)

     Balance at December 31, 1994   5,174,914      (289,135)      (223,936)       4,661,843

     Distribution                    (543,679)      (48,327)       (12,082)        (604,088)

     Net loss                         (24,355)         -              (246)         (24,601)

     Balance at December 31, 1995  $4,606,880     $(337,462)     $(236,264)      $4,033,154

</TABLE>
                                The accompanying notes are an integral
                            part of the consolidated financial statements.
     <PAGE>
                         KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                         For the Years Ended December 31, 1995, 1994 and 1993
                                                            
<TABLE>
<CAPTION>
                                                      1995           1994        1993   
            <S>                                  <C>            <C>          <C> <C>
            Operating activities:
               Net income (loss)                  $  (24,601)    $ (409,938)  $   53,862
               Adjustments to reconcile 
                  net income (loss) to net cash
                  provided by operating activities:
               Gain on sale of Westbrook                -              -        (843,368)
               Depreciation and amortization       1,281,398      1,293,815    1,387,232
               Decrease in restricted cash                
                  for tenant security deposits        19,105          6,279       21,472
               Decrease (increase) in prepaid  
                  expenses and other assets            5,894       (227,646)      67,570
               Increase (decrease) in 
                  accrued expenses and other 
                  liabilities                         52,053        (61,873)      91,295

                     Net cash provided by 
                     operating activities          1,333,849        600,637      778,063

            Investing activities: 
               Additions to fixed assets            (262,341)      (221,949)    (333,793)
               Decrease (increase) in cash 
                  restricted for capital 
                  improvements                        (3,273)         3,559       91,925
               Proceeds from sale of Westbrook          -              -          75,000

                     Net cash used in 
                     investing activities           (265,614)      (218,390)    (166,868)

            Financing activities:
               Principal payments on mortgage 
                  notes payable                     (167,961)      (145,050)    (157,909)
               Proceeds from mortgage 
                  notes payable                         -         9,550,000         -
               Repayment of mortgage
                  notes payable                         -        (9,174,830)        -
               Increase in deferred expenses          (6,613)      (280,679)        -
               Distributions                        (604,088)      (151,022)        -   
                     
                     Net cash used in 
                     financing activities           (778,662)      (201,581)    (157,909)

            Net increase in cash and cash 
               equivalents                           289,573        180,666      453,286

            Cash and cash equivalents, 
               beginning of year                   1,021,464        840,798      387,512

            Cash and cash equivalents, 
               end of year                        $1,311,037     $1,021,464   $  840,798
</TABLE>
   Supplemental schedule of noncash investing and financing activities:

   The Partnership sold Westbrook on July 1, 1993 for net proceeds of  $75,000
   and retirement of all related debt as shown below:

            First mortgage and accrued interest payable            $3,799,398 
            Second mortgage payable                                 1,600,000 
            Cash proceeds                                              75,000
            Net book value of property sold                        (4,631,030)
            Gain on sale of Westbrook                              $  843,368

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

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  ______________

   A.   Organization

        Krupp Realty Limited Partnership-VII  ("KRLP-VII") was formed on August
        21,  1984  by  filing  a  Certificate  of  Limited  Partnership  in The
        Commonwealth of  Massachusetts.   KRLP-VII terminates  on December  31,
        2025 unless  earlier terminated  upon the occurrence of  certain events
        as set forth in  the Partnership Agreement.  KRLP-VII has issued all of
        the  General  Partner Interests  to  two  General  Partners, The  Krupp
        Corporation,  a  Massachusetts  corporation,   and  The  Krupp  Company
        Limited  Partnership-II,  a  Massachusetts   limited  partnership,   in
        exchange for  capital contributions aggregating  $1,000.  In  addition,
        the  General  Partners   were  required  to  make  additional   capital
        contributions  of $135,891  which were  used  to pay  organization  and
        offering costs in excess  of 5% of the  gross proceeds of the offering.
        Except under  certain limited circumstances  upon termination of  KRLP-
        VII,  the  General  Partners  are  not   required  to  make  any  other
        additional capital contributions.

        KRLP-VII has also issued all of  the Original Limited Partner Interests
        to The Krupp Company Limited Partnership-II  in exchange for a  capital
        contribution of $4,000.

        On  November 2, 1984,  KRLP-VII commenced an  offering of  up to 40,000
        units  of Investor  Limited Partner  Interest (the  "Units") for $1,000
        per Unit.   The public offering was  closed on April 25, 1986, at which
        time 27,184 Units had been sold for $27,184,000.

        On  December   19,  1984  the  General  Partners  formed  Krupp  Realty
        Courtyards   Limited Partnership ("Realty-VII")  as a prerequisite  for
        the  refinancing of Courtyards Village  East Apartments ("Courtyards").
        At  the  same  time, the  General  Partners  transferred  ownership  of
        Courtyards  to Realty-VII.   The General  Partner of  Realty-VII is the
        Krupp Corporation ("Krupp  Corp.").  The  Limited Partner of Realty-VII
        is  KRLP-VII.  Krupp  Corp. has  beneficially assigned  its interest in
        Realty-VII to KRLP-VII.  

        On  March  31,  1994,  the  General Partners  formed  Windsor  Partners
        Limited  Partnership  ("Windsor  L.P.")  as  a  prerequisite  for   the
        refinancing  of Windsor  Apartments.   At  the  same time,  the General
        Partners transferred  ownership of  the property  to Windsor  L.P.   In
        exchange for  the property, KRLP-VII  received 99% Limited  Partnership
        interest in Windsor L.P..   The General Partner of Windsor L.P. is  ST.
        Windsor  Corporation which  has a  1% interest  in Windsor L.P.  and is
        100% owned by KRLP-VII.

        KRLP-VII, Realty-VII  and Windsor L.P.  are collectively known as Krupp
        Realty Limited Partnership-VII and  Subsidiaries (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
   <PAGE>
         purposes (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 and disclosure  of contingent assets
               and liabilities at the date of the financial statements and the
               reported amount  of revenues and expenses  during the reporting
               period.  Actual results could differ from those estimates.

               Cash Equivalents

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

               Rental Revenues

               Residential and  commercial leases require the  payment of base
               rent monthly in advance.   Rental revenues are recorded  on the
               accrual basis.  Commercial  leases generally contain provisions
               for additional rent based  on a percentage of tenant  sales and
               other provisions which are also  recorded on the accrual basis,
               but are billed in arrears.  

               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               2  to  39  years
                  Equipment, furnishings and fixtures      3  to  5   years

               Impairment of Long-Lived Assets

               In  accordance  with Financial  Accounting  Standards  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.

        <PAGE>
               The  investments  in  properties   are  carried  at  cost  less
               accumulated  depreciation unless  the General  Partners believe
               there is a  significant 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
               significantly impaired.

               Leasing Commissions

               Leasing commissions  on commercial properties  are deferred and
               amortized over the life of the related lease.

               Deferred Expenses

               Costs incurred  to obtain the  mortgages on the  properties are
               being amortized over the  term of the mortgage notes  using the
               straight line method.

               Income Taxes

               The Partnership is not liable for federal or state income taxes
               as  the 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 taxable income or loss, such change will be
               reported to the Partners.

               Reclassifications

               Certain prior  year balances have been  reclassified to conform
               with    current    year   consolidated    financial   statement
               presentation.

   C.   Sale of Westbrook Place/Willow Cove Apartments

        On  July 13,  1993 and  effective July  1, 1993,  the  Partnership sold
        Westbrook to  the holder  of the  non-recourse first  mortgage note  on
        Westbrook, MXM  Mortgage Corporation ("MXM"),  subject to all  mortgage
        debt  collateralized by  these properties.   This  sale was  coincident
        with  the sales to  MXM of  five additional  properties in partnerships
        affiliated with the General Partners of  the Partnership for which  MXM
        was also the mortgage note holder.

        The  sale  was  the  ultimate  resolution  to  two  years  of continued
        negotiations  with  MXM   on  potential  refinancing  options  on   the
        properties.   MXM was  unwilling to  accept any  proposals or negotiate
        any favorable terms. MXM alleged that  a default existed regarding  the
        mortgage note  and threatened  litigation.   The  General Partners felt
        it was in  the best interest  of the  Partnership to  negotiate a  sale
        given  the expense  of  litigation  and, more  significantly, that  the
        total debt  on Westbrook  exceeded the  value  of the  property.   This
        situation was not expected   to improve by  1995 when the  MXM mortgage
        note was  due.   Willow  Cove  adjoins  Westbrook and  the  Partnership
        operated these properties  as one, therefore, the Partnership  included
        Willow Cove in  the negotiations as Willow Cove would no longer benefit
        from the savings allowed by shared <PAGE>
        amenities.

        The net book value of the properties was  $4,631,030 at the date of the
        sale  which resulted  in a  gain  of  $843,368 for  financial reporting
        purposes.

   D.   Mortgage Notes Payable

        Substantially,  all  of  the properties  owned  by  the  Partnership is
        pledged as  collateral for  the mortgage notes  payable outstanding  at
        December  31, 1995  and 1994.   Mortgage  notes payable  consist of the
        following:

<TABLE>
<CAPTION>
                                                                  Annual
                                                                 Interest 
                                             Principal           Rate      
                   Property             1995          1994     1995  1994  Maturity  Date 

               Courtyards Village
                 <S>                <C>           <C>            <C>   <C>           <C>
                 East Apartments    $ 3,309,098   $ 3,392,345    7%    7% September, 2014

               Nora Corners
                 Shopping Center      4,194,262     4,242,390      9%   9% October,  2004

               Windsor Apartments     5,240,831     5,277,417    9.25%  9.25% May, 2001

                                    $12,744,191   $12,912,152
</TABLE>
                  Courtyards Village East Apartments

                  The   non-recourse  mortgage  note  payable  requires  equal
                  monthly installments of $26,506, consisting of principal and
                  interest.  In addition, the Partnership is required to pay a
                  monthly  deposit of $2,000 to  an escrow account  to be used
                  for  future property  replacements and  improvements, and  a
                  mortgage  insurance premium equal  to .5%  per annum  of the
                  outstanding principal balance.  As of December 31, 1995, the
                  mortgage provides for prepayment  subject to a penalty equal
                  to 1/8 of 1% of the excess prepaid above 15% of the original
                  principal amount.   The prepayment percentage shall decrease
                  by 1/8  of 1%  annually each  year on  December 1st.   After
                  December  1,  1996,  the  mortgage may  be  prepaid  without
                  penalty.  Under  the terms  of the loan,  HUD restricts  the
                  distribution  of funds to Surplus Cash, as defined by HUD in
                  the regulatory agreement.

                  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 $3,000,000.

               Nora Corners Shopping Center

               On  October 6,  1994, the  Partnership refinanced  Nora Corners
               mortgage note  for $4,250,000.  The  non-recourse mortgage note
               is payable, based on  a 25-year amortization, in equal  monthly
               installments of $35,666, consisting of principal and  interest.
               <PAGE>
               At  maturity, all  unpaid principal  (approximately $3,526,000)
               and any  accrued interest is  due.  After October  1, 1998, the
               note  may  be prepaid  subject to  a  prepayment penalty.   The
               Partnership paid refinancing costs of $123,175.

               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
               $4,400,000.

               Windsor Apartments

               On  April   13,  1994,  the   Partnership  refinanced   Windsor
               Apartments  mortgage note  for  $5,300,000.   The  non-recourse
               mortgage note  is payable, based on a  30-year amortization, in
               equal monthly installments of $43,602,  consisting of principal
               and interest.  At maturity, all unpaid principal (approximately
               $5,021,000) and any accrued interest is due.  After October 13,
               1997,  the note may be prepaid subject to a prepayment penalty.
               The Partnership paid refinancing costs of $164,115.

               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
               $5,500,000.

        The  aggregate  principal amounts  of borrowings  due  during the  five
        years  ending  December 31,  2000  are  $180,809,  $195,968,  $212,423,
        $230,284 and $249,674.

        The  Partnership paid  interest on  its  borrowings  in the  amounts of
        $1,101,325, $1,210,975 and  $1,366,046 during the years ended  December
        31, 1995, 1994 and 1993, respectively.

   E.   Accrued Expenses and Other Liabilities

        Accrued expenses  and other  liabilities  consist of  the following  at
        December 31, 1995 and 1994:

                                                 1995        1994  

            Accrued real estate taxes          $419,964    $392,338
            Other liabilities                   262,456     257,155
            Tenant security deposits             84,091      88,303
            Accounts payable                     48,530      25,192
                                               $815,041    $762,988
   F.   Partners' Equity

        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 90% to  the
        Investor Limited  Partners, 8% to the  Original Limited  Partner and 2%
        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 
        <PAGE>
        cumulative return thereon  and thereafter, 69%  to the Investor Limited
        Partners, 25%  to  the Original Limited Partner  and 6% to  the General
        Partners.

        Under the  terms of  the Partnership Agreement, cash  distributions are
        generally  made  on  the  same  basis  as  the  allocations  of profits
        described above.  Distributions from a  sale, exchange, refinancing, or
        other  disposition  of  a  property  or  upon  the  termination  of the
        Partnership  are to be  allocated differently than that described above
        and will  be made in part after payment by the Partnership of a certain
        subordinated financial consulting fee as described below.

        The  Partnership entered into  a sales  agent agreement  for the public
        offering of Units.  Under that  Agreement, the Partnership was required
        to  pay  to  the  sales  agent  underwriting  commissions  and  related
        financial  consulting fees equal to  9% of the gross  proceeds from the
        offering.  In  addition, the sales agent  will be entitled to  receive,
        over  the life of  the Partnership, a subordinated financial consulting
        fee based upon the  net cash proceeds received by the Partnership as  a
        result of sales and refinancings  of Partnership properties,  which fee
        shall be in an amount  not exceeding 1.5% of the  gross proceeds of the
        offering of Units.   No such fees will, however, be payable unless  and
        until  all  Partners  have  received  their Invested  Capital  and  the
        Investor  Limited Partners  have  received  a 9%  per annum  cumulative
        return. 

        As   of  December   31,   1995,  the   following   cumulative   partner
        contributions and  allocations have  been made  since the  inception of
        the Partnership:

<TABLE>
<CAPTION>
                                          Investor     Original               Total
                                          Limited      Limited    General     Partners'
                                          Partners     Partner    Partners    Equity     

               <S>                      <C>           <C> <C>    <C>         <C>
               Capital contributions    $ 27,184,000  $   4,000  $ 136,891   $ 27,324,891 

               Syndication costs          (3,697,375)      -      (135,891)    (3,833,266)

               Cash distributions         (3,841,456)  (341,462)   (85,363)    (4,268,281)

               Net loss from Capital
                Transactions                (816,767)      -        (8,250)      (825,017)

               Net loss from
                operations               (14,221,522)      -      (143,651)   (14,365,173)

                 Total                  $  4,606,880  $(337,462) $(236,264)  $  4,033,154
</TABLE>
   G.   Future Base Rents Due Under Commercial Operating Leases

        Future base rents due under non-cancelable commercial operating  leases
        in the five years 1996 through 2000 and thereafter are as follows:

                    1996                $  840,500
                    1997                   754,300
                    1998                   688,700
                    1999                   592,500
                    2000                   485,900
                    Thereafter           1,618,600
   <PAGE>
   H.   Leases

        Nora Corners is  situated on 11.21  acres.   Seven acres  are owned  by
        certain parties  having no  affiliation  with the  Partnership and  are
        leased  to  the Partnership  subject  to  a  99-year  land lease  which
        expires  in 2061.   The land  lease requires annual  rental payments of
        $17,280  from 1987 through  2012, $20,180  from 2012  through 2037, and
        $23,040 from  2037 through 2061.   Under the terms  of the land  lease,
        the  lessee may  assign its  rights to  a subsequent  purchaser of  the
        property.   Total rental  expense related to the  land lease charged to
        operations  for each  of the  years ended  December 31, 1995,  1994 and
        1993 was $17,280.

   I.   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  4% of  the  gross
        receipts, net  of leasing commissions from  commercial properties under
        management and  5% of  the gross  receipts from  residential 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.

        Amounts  accrued or paid  to the  General Partners  or their affiliates
        during the  years  ended  December  31, 1995,  1994  and 1993  were  as
        follows:

                                          1995          1994         1993  
      Management fees                   $192,572      $176,871     $208,563
      Expense reimbursements             129,445       209,994      254,221 

      Charged to operations             $322,017      $386,865     $462,784

  In  addition to the  amounts above,  the following  amounts relating to
  refinancing  and  disposition  activities  were  paid  to  the  General
  Partners or their affiliates:
                                          1995          1994         1993  
        Cost reimbursements             $  3,793      $ 45,814     $  7,568

   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  loss reported  in the
    Partnership's  federal income tax return  for the years  ended December 31,
    1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                    1995           1994        1993  
                  Net income (loss) per  
     <PAGE>
                    Consolidated Statement of 
                    <S>                           <C>            <C>         <C>
                    Operations                    $(24,601)      $(409,938)  $  53,862

                  Add:  Difference in book 
                         to tax depreciation
                         and amortization          (64,375)        (73,351)   (124,093)   

                        Difference in book to 
                         to tax gain on sale
                         of Westbrook                 -               -        (95,626)
                  Less: Rental adjustment 
                         required by Generally
                         Accepted Accounting 
                         Principles                  3,467           3,344     (21,494)
                  Net loss for federal 
                    income tax purposes           $(85,509)      $(479,945)  $(187,351)

</TABLE>

             The allocation  of the net  loss for federal  income tax purposes
             for the year ended December 31, 1995 is as follows:

<TABLE>
<CAPTION>
                                       Portfolio    Passive
                                        Income        Loss         Total 

      <S>                              <C> <C>     <C>           <C> <C>
      General Partners                 $   670     $  (1,526)    $   (856)

      Original Limited Partner             -            -             -  

      Investor Limited Partners         66,370      (151,023)     (84,653)
    
                                        $67,040    $(152,549)    $(85,509)
     

      For the years ended December 31, 1995,  1994 and 1993, the per Unit  net
      loss  to the Investor Limited  Partners for federal  income tax purposes
      was $3.11,  $17.48 and $6.82, respectively.

   <PAGE>
              KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 1995

</TABLE>
<TABLE>
<CAPTION>
                                               
                                                                              
           Costs
                                                                     Capitalized
                                                                    Subsequent to 
                                       Initial Cost to Partnership   Acquisition 
                                                    Buildings &      Buildings &    Depreciable
    Description     Encumbrances         Land       Improvements     Improvements       Life    

    <S>             <C>               <C>           <C>             <C>            <C>  <C>
    Courtyards
    Village East
    Apartments
    Naperville,
    Illinois        $ 3,309,098       $  487,529    $ 6,486,198     $1,179,522     3 to 25 Years

    Nora Corners
    Shopping Center
    Indianapolis,
    Indiana           4,194,262          775,345      8,240,342        646,158     2 to 39 Years

    Windsor 
    Apartments
    Garland, 
    Texas             5,240,831          696,362      9,251,669        450,610     3 to 25 Years

      Total         $12,744,191       $1,959,236    $23,978,209     $2,276,290

</TABLE>
<TABLE>
<CAPTION>
                          Gross Amounts Carried at
                                End of Year                 
                                   Buildings                                  Year
                                     and                     Accumulated  Construction    Date
    Description       Land       Improvements      Total     Depreciation  Completed     Acquired

    <S>           <C>            <C>            <C>           <C>              <C>       <C>
    Courtyards
    Village East
    Apartments
    Naperville,
    Illinois      $  487,529     $ 7,665,720    $ 8,153,249   $ 4,206,015      1973      4/1/85

    Nora Corners
    Shopping Center
    Indianapolis,
    Indiana          775,345       8,886,500      9,661,845     3,285,620      1985      9/24/86

    Windsor
    Apartments
    Garland,
    Texas            696,362       9,702,279     10,398,641     5,315,586      1984      12/27/84

      Total       $1,959,236     $26,254,499    $28,213,735   $12,807,221

<PAGE>

              KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                   (Continued)

                                December 31, 1995
                                               

     
   Reconciliation of Real Estate and Accumulated Depreciation for each of
   the three years in the period ended December 31, 1995:


</TABLE>
<TABLE>
<CAPTION>
                                                   1995           1994          1993   

               Real Estate

               <S>                             <C>            <C>           <C>
               Balance at beginning of year    $27,951,394    $27,729,445   $35,690,227

               Acquisition and improvements        262,341        221,949       333,791

               Sales, foreclosure and 
                 retirements                          -              -       (8,294,573)

               Balance at end of year          $28,213,735    $27,951,394   $27,729,445

                                                   1995           1994          1993   
               Accumulated Depreciation

               Balance at beginning of year    $11,561,799    $10,333,495   $12,646,631

               Depreciation expense              1,245,422      1,228,304     1,336,628

               Sales, foreclosure and 
                 retirements                          -              -       (3,649,764)

               Balance at end of year          $12,807,221    $11,561,799   $10,333,495

</TABLE>
   The Partnership uses the cost  basis for property valuation for both income
   tax  and  financial  statement  purposes.     The  aggregate  cost  of  the
   Partnership's  real estate  for federal income tax  purposes is $28,189,197
   and the aggregate  accumulated depreciation for federal income tax purposes
   is $16,943,630.
<PAGE>