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 [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             0-14378

            Krupp Institutional Mortgage Fund Limited Partnership
           (Exact name of registrant as specified in its charter)

      Massachusetts                              04-2860302
(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
Limited
          Partner Interests

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.

Documents incorporated by reference:  Part IV, Item 14.

The exhibit index is located on pages 8-9.

The total number of pages in this document is 25.
<PAGE>                             PART I

   This Form 10-K contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  Actual results could differ materially
from those projected in the forward-looking statements as a result of a
number of factors, including those identified herein.

ITEM 1.  BUSINESS

   Krupp Institutional Mortgage Fund Limited Partnership (the
"Partnership") was formed on November 15, 1984 by filing a Certificate of
Limited Partnership in The Commonwealth of Massachusetts.  The Partnership
was formed for the purpose of making participating mortgage loans ("the
Participating Notes") to Krupp Equity Limited Partnership ("KELP"), in the
amount of up to 95% of the proceeds of the offering of units of limited
partner interest (the "Units")  (see Note D to the financial statements
included in Appendix A of this report).  The Partnership terminates on
December 31, 2013 unless earlier terminated upon the occurrence of certain
events as set forth in the Partnership Agreement.

   The Partnership issued all of the General Partner Interests to The
Krupp Corporation ("Krupp Corp.") and The Krupp Company Limited
Partnership-III ("Krupp Co.-III"), in exchange for capital contributions
aggregating $1,000.  The General Partners made additional capital
contributions of $4,207,560 which equals fourteen percent of the capital
contributions of the Investor Limited Partners.  The Partnership used
these capital contributions to pay costs incurred in connection with its
organization and the public offering of Units.

   On February 21, 1985, the Partnership commenced the marketing and sale
of the Units for $1,000 per Unit.  The public offering was closed on
December 5, 1985, at which time 30,059 Units had been sold.

   The primary business of Krupp Institutional Mortgage Fund Limited
Partnership (the "Partnership") is making loans evidenced by non-recourse
participating promissory notes ("Participating Notes"), collateralized by
mortgages on improved, income producing real properties and a Collateral
Pledge Agreement dated February 20, 1985 (see Note C to Financial
Statements included in Appendix A of this report).  The loans have been
made to Krupp Equity Limited Partnership ("KELP"), which has the same
General Partners as the Partnership, under a master loan agreement (the
"Master Loan Agreement").  The Partnership considers itself to be engaged
in only one industry segment, namely real estate mortgage lending to KELP.

   KELP's properties began experiencing cash flow difficulties and,
beginning with the payment due April 1, 1991, KELP has not been able to
fully pay the required quarterly interest payments.  The terms of the
Master Loan Agreement, which is currently in default, require KELP to pay
the Partnership basic interest at a rate of 10% per annum on the
Participating Notes.

   The General Partners decided in 1991 not to exercise the Partnership's
foreclosure remedies under the Master Loan Agreement, as a result of
KELP's default, because the severely depressed state of the real estate
market in much of the U.S. made it unlikely that KELP would be able to
dispose of its properties at other than very unattractive prices at that
time.  Thus, the General Partners believed that it was in the
Partnership's best interest to continue to permit KELP to hold the
properties and attempt to increase cash flows and selectively sell the
properties, as market values recover.

   As a result of KELP's difficulties: 1) KELP has remitted to the
Partnership all cash flow generated by the properties after operating and
administrative expenses and senior mortgage obligations ("KELP Cash Flow")
and the Partnership has not exercised its foreclosure rights under the
Master Loan Agreements with respect to KELP's defaults;  2) interest and
late charges on the Partnership's Participating Notes have continued to
accrue, although reserved against; 3) since 1991, as a consequence of the
default, the management agent of KELP's properties (an affiliate of its
General Partners) has continued to serve even though it is not receiving
any payment of property management fees.

   As a result of management's annual assessment of the carrying value of
the Participating Notes, which is based on the fair value of underlying
properties considering such factors as tenant turnover, current and
prospective occupancy levels, the current market competition and
assumptions on potential proceeds that might be received upon sale, the
General Partners of KELP determined that the carrying value of its
investments exceeded its net realizable value.  As of December 31, 1996,
the General Partners of KELP have recorded a cumulative property valuation
provision of $5,000,000 on its real estate investments.  Based on KELP's
valuation provision, the Partnership has recorded its own cumulative
provision for credit losses of $16,524,000, against the outstanding
mortgage note receivable balance of $23,497,754, on its related mortgage
loans.

   Although, since 1991, many segments of the U.S. real estate market have
recovered, in the General Partners' judgment, the properties held by KELP
have not materially increased in value over this period.  The General
Partners' current plan is to continue not to exercise the Partnership's
foreclosure rights under the Master Loan Agreement, although they intend
to carefully monitor the operations of each property and the state of the
market in which each property is located.  At such time as the Partnership
believes the disposition of a property by KELP would produce a
satisfactory level of proceeds to the Partnership under the Master Loan
Agreement, the General Partners plan to take appropriate steps on behalf
of the Partnership to require a sale by KELP.  By proceeding in this
fashion the General Partners are seeking to avoid a disposition of the
portfolio at "forced liquidation" prices.

   Pursuant to this strategy, in 1996, as a result of the above mentioned
disposition activities, KELP sold Village Green Apartments ("Village
Green") and North Salado Village Shopping Center ("North Salado") to
unaffiliated third parties.  For details of each transaction, see Note D
to the Financial Statements included in Appendix A of this report.

   The General Partners estimate that this disposition process, which has
been ongoing throughout 1996 and earlier, could take several additional
years.  The deferral of property dispositions defers significant tax
liabilities of KELP's Partners.  It also defers the due date on certain
notes, totaling $2,790,388, issued by the General Partners of KELP, which
have been pledged to the Partnership under a Collateral Pledge Agreement
(see Note D to the Financial Statements included in Appendix A of this
report).
   As of December 31, 1996, the Partnership did not employ any personnel.

Item 2.  PROPERTIES

   None.

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

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY
         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 Limited Partners as of December 31, 1996 is approximately
3,100.

   The Partnership made the following distributions to its Partners during
the fiscal year ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
                                          Year Ended December 31,
                                         1996                  1995
                                   Amount     Per Unit   Amount    Per Unit

<S>                              <C>           <C>      <C>          <C>
Limited Partners (30,059 Units)  $5,394,087    $179.45  $676,327     $22.50

General Partners                     54,486                6,832
                                 $5,448,573             $683,159
</TABLE>
   One of the objectives of the Partnership is to generate cash available
for quarterly distributions.  However, there is no assurance that future
cash flows from KELP will be available for quarterly distributions.

   As a result of the financial condition of the KELP properties and the
reduction in the debt service payments made by KELP to the Partnership,
the Partnership has made quarterly distributions at rates that fluctuate
from .25% to .625% of the invested proceeds.

   In 1996, the Partnership made additional distributions totalling
$4,841,321 based on the proceeds received from KELP from the sales of
Village Green and North Salado.

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 read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations and the
Financial Statements and Notes thereto, which are included in Items 7 and
8 (Appendix A) of this report, respectively.

<TABLE>
<CAPTION>
                                     Year Ended December 31,
                  1996        1995           1994          1993          1992

<S>           <C>       <C>            <C>           <C>           <C>
Total revenue $ 576,376 $   868,620    $ 1,060,150   $   776,804   $   608,365

Net income before
 provision for
credit losses   482,943     765,125        899,420       606,894       414,812

Provision for
 credit losses       -           -        (4,500,000)         -      (3,274,000)

Net income (loss)   482,943    765,125    (3,600,580)      606,894   (2,859,188)

Net income (loss)
 allocated to:

Limited Partners    478,114    757,474     (3,564,574)      600,825 (2,830,596)
Per Unit             15.91       25.20        (118.59)        19.99     (94.17)

General Partners      4,829      7,651        (36,006)        6,069     (28,592)

Total assets at
December 31,    8,219,472  13,172,780     13,092,186    17,367,488    17,378,398

Distributions:

Limited Partners 5,394,087    676,327        676,327       601,180       488,459
 Per Unit          179.45       22.50          22.50         20.00         16.25

General Partners    54,486       6,832         6,832         6,073         4,934
</TABLE>
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

   This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements including those
concerning Management's expectations regarding the future financial
performance and future events.  These forward-looking statements involve
significant risk and uncertainties, including those described herein.
Actual results may differ materially from those anticipated by such
forward-looking statements.

Liquidity and Capital Resources

   Currently, the Partnership has sufficient liquidity to meet its
operating needs.  The most significant capital need is distributions to
investors.  However, distributions are currently dependent on cash flow
received from KELP's interest payments on the Participating Notes, which
are based upon the cash flow of the underlying properties.  Due to
fluctuations in the cash flow payments received from KELP and its effect on
the Partnership's liquidity, the Partnership may need to periodically
adjust its distribution rate.  Therefore, sustaining the current
distribution rate is mainly dependent upon the future cash flow payments
received from KELP.

   KELP's properties have not generated cash flow sufficient to meet the
terms of their existing obligations.  The retail centers have historically
suffered from an economic downturn in retail sales beginning in the late
1980s.  Recently, the remaining properties have maintained a consistent
level of operating cash flow.  The Partners of KELP have made cumulative
capital contributions of approximately $4,673,000 to cover prior operating
deficits and have arranged for certain short-term borrowings.
Additionally, the affiliated management agent has not received payment of
management fees since 1991.  The General Partners of the Partnership have
not commenced foreclosure proceedings because, as described in Item 1
above, they have determined that there are advantages to allowing KELP to
continue to own the properties.

   On March 5, 1996, KELP sold Village Green to an unaffiliated third party
for $5,200,000. The buyer assumed the principal outstanding on the first
mortgage note payable on the property of $4,633,989, as of the date of
sale, which was applied against sale proceeds.  As a result of the sale,
KELP remitted to the Partnership the available sale proceeds, net of
closing costs, of $585,959.

   On May 16, 1996, KELP sold North Salado to an unaffiliated third party
for $7,350,000.  The outstanding first mortgage note payable on the
property of $2,920,405, was paid at the closing.  As a result of the sale,
KELP remitted to the Partnership available sale proceeds, net of closing
costs, of $4,207,000.

   The Partnership made an additional distribution in June, 1996 of
$4,841,321, utilizing the proceeds received from KELP from the sales of
Village Green and North Salado.

Operations

   1996 compared to 1995

      Total revenue in 1996, as compared to 1995, decreased due to a
   decrease in interest income on mortgage notes as a result of the reduced
   cash flow received from KELP's properties.  The decrease in cash flow is
   the result of the sales of Village Green and North Salado in 1996.

      Total expenses decreased due to a decrease in expense reimbursements,
   partially offset by an increase in general and administrative expense.
   The decrease in expense reimbursements is due to a decrease in charges
   in connection with the preparation and mailing of reports and other
   investor communications.

   1995 compared to 1994

      Total revenue decreased approximately $192,000 primarily from a
   decrease in interest income on mortgage notes as a result of the reduced
   cash flow received from KELP's properties.  The decrease in cash flow
   was impacted by the sale of North Oklahoma City Mall in 1994.  The
   decrease in interest income on mortgage notes receivable was partly
   offset by an increase in interest income earned on cash and cash
   equivalents.

      Total expenses, net of a provision for credit losses in 1994 of
   $4,500,000, decreased $57,000.  The decrease is due to management's
   efforts to control all operating costs.

Distributable Cash from Operations

   Distributable Cash from Operations of approximately $483,000, $765,000
and $899,000, as defined by Section 5.01 of the Partnership Agreement, is
equivalent to the net income before the provision for credit losses on the
Participating Notes for the fiscal years ended December 31, 1996, 1995 and
1994, respectively.

KELP's Results of Operations

   The average occupancy percentages for KELP's properties for the fiscal
years ended 1996, 1995, 1994, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>


                                 Current
                                 Leasable
                                 Square        Average Occupancy for the
Property          Description    Footage         Years Ended December 31,
                                              1996  1995   1994   1993  1992
<S>               <C>             <C>          <C>   <C>    <C>    <C>   <C>
Northeast Plaza   Commercial      89,224       93%   94%    87%    88%   89%
Bell Plaza        Commercial      43,842       98%  100%    90%    90%   89%
</TABLE>
   The following table presents an analysis of KELP Cash Flow for purposes
of determining required cash flow payments on the Participating Notes for
the years ended December 31, 1996, 1995 and 1994:
<TABLE>
<CAPTION>
                                       1996            1995           1994
   <S>                              <C>            <C>             <C>
  Cash flow from properties
   before mortgage debt
   service and capital
   improvement expenditures
   and reserves                     $   992,000    $ 1,951,000     $2,270,000

  Mortgage debt service
   exclusive of amounts
   due to the Partnership              (339,000)      (941,000)    (1,317,000)

  Capital improvement
   expenditures                        (244,000)      (300,000)      (109,000)

  Capital improvement
   reserve contributions                 (4,000)        (6,000)        (4,000)

  Cash flow from properties
   before mortgage debt
   service to the Partnership           405,000        704,000        840,000

  Mortgage debt service
   to the Partnership                  (405,000)      (704,000)      (840,000)

  KELP general and administrative
   expenses                              (9,000)       (38,000)       (48,000)

     Cash deficit                   $    (9,000)   $   (38,000)    $  (48,000)
</TABLE>

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 directors and executive officers of The Krupp Corporation, which is a
General Partner of both the Partnership and The Krupp Company Limited
Partnership-III, the other General Partner of the Partnership, is as
follows:

                        Position with
                     Name and Age      The Krupp Corporation

                     Douglas Krupp (50)        Co-Chairman of the Board
                     George Krupp (52)         Co-Chairman of the Board
                     Laurence Gerber (40)      President
                     Robert A. Barrows (39)    Treasurer

   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,
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 approximately 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 both Berkshire Realty Company, Inc. (NYSE-BRI) and Harborside Healthcare
(NYSE-HBR).  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
approximately 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 Director of Berkshire Realty
Company, Inc. (NYSE-BRI) and Harborside Healthcare Corporation (NYSE-HBR)
as well as 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 Chief Financial Officer
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, 1996, no person of record owned, or was known by the
General Partners to own, beneficially more than 5% of the Partnership's
30,059 outstanding Units.  On that date, the General Partners and their
affiliates owned 10 Units (.03% of the total outstanding) of the
Partnership in addition to their General 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, 1996
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, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

      2. Financial Statement Schedules - All schedules are omitted as they
         are not applicable, not required or the information is provided in
         the 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 Limited Partnership Agreement dated as of February 14,
           1985 [Exhibit A to Prospectus included in Registrant's
           Registration Statement on Form S-11 dated February 15, 1985
           (File No. 2-94392)].*

  (4.2)    Amended Certificate of Limited Partnership filed with the
           Massachusetts Secretary of State on December 13, 1985. [Exhibit
           4.2 to Registrant's Report on Form 10-K for the year ended
           October 31, 1985 (File No. 2-94392)].*

(10)  Material contracts:

(10.1)   The form of Master Loan Agreement (including the form of
         Participating Note and Collateral Pledge Agreement) between the
         Partnership and Krupp Equity Limited Partnership ("KELP") [Exhibit
         C to Prospectus included in Registrant's Registration Statement on
         Form S-11 dated February 15, 1985 (File No. 2-94392)].*

(10.2)   Revised basic form of Mortgage to secure payment of the Loans
         under the Master Loan Agreement [Exhibit 10.3(a) included in
         Registrant's Registration Statement on Form S-11 dated February
         15, 1985 (File No. 2-94392)].*

(10.3)   Revised form of Promissory Note as executed by the partners of
         KELP and pledged  under the Collateral Pledge Agreement to secure
         payment of Loans under the Master Loan Agreement. [Exhibit 10.4(b)
         included in Registrant's Registration Statement on Form S-11 dated
         February 15, 1985 (File No. 2-94392)].*

  Northeast Plaza Shopping Center

  (10.4)   Promissory Note of KELP, dated September 12, 1985, payable to
           the Partnership. [Exhibit 5 to Registrant's Report on Form 8-K
           dated September 12, 1985  (File No. 2-94392)].*

  (10.5)   Collateral Mortgage and Collateral Chattel Mortgage Note from
           KELP dated September 12, 1985. [Exhibit 6 to Registrant's Report
           on Form 8-K dated September 12, 1985 (File No. 2-94392)].*

  (10.6)   Act of Collateral Mortgage and Collateral Chattel Mortgage by
           KELP in favor of the Partnership dated September 12, 1985.
           [Exhibit 7 to Registrant's Report on Form 8-K dated September
           12, 1985 (File No. 2-94392)].*

  (10.7)   Act of Pledge and Pawn of Collateral Mortgage and Collateral
           Chattel Mortgage Note  dated September 12, 1985 between KELP and
           the Partnership. [Exhibit 8 to Registrant's Report on Form 8-K
           dated September 12, 1985 (File No. 2-94392)].*

  (10.8)   Modification of promissory note dated August 31, 1993 by and
           between the Partnership and KELP. [Exhibit 10.1 to Registrant's
           Report on Form 10-Q dated September 30, 1993 (File No. 0-
           14378)].*

           Bell Plaza Shopping Center

  (10.9)   Promissory Note of KELP, dated June 2, 1987, payable to the
           Partnership [Exhibit 1 to Registrant's Report on Form 8-K dated
           June 2, 1987 (File No. 0-14378)].*

  (10.10)  Mortgage dated June 2, 1987, from KELP to the Partnership.
           [Exhibit 2 to Registrant's Report on Form 8-K dated June 2, 1987
           (File No. 0-14378)].*

           *Incorporated by reference.

(c)        Reports on Form 8-K

  During the last quarter of the fiscal year ended December 31, 1996, the
Partnership did not file any 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 27th
day of March, 1997.

                  KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED
                  PARTNERSHIP

                  By:  The Krupp Corporation, aGeneral 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 27th day of March, 1997.


Signatures        Titles

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

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

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

/s/ Robert A. Barrows  Treasurer of The Krupp Corporation, a General
Robert A. Barrows      Partner.
<PAGE>
                                 APPENDIX A

            KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP




                            FINANCIAL STATEMENTS
                             ITEM 8 OF FORM 10-K

           ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
                    For the Year Ended December 31, 1996
<PAGE>

            KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                        INDEX TO FINANCIAL STATEMENTS




Report of Independent Accountants                                         F-3

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

Statements of Operations for the Years Ended December 31, 1996,
1995 and 1994                                                             F-5
Statements of Changes in Partners' Equity for the
Years Ended December 31, 1996, 1995 and 1994                              F-6

Statements of Cash Flows for the Years Ended December 31, 1996,
1995 and 1994                                                             F-7

Notes to Financial Statements                                      F-8 - F-15


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

                      REPORT OF INDEPENDENT ACCOUNTANTS




To the Partners of
Krupp Institutional Mortgage Fund Limited Partnership:

   We have audited the financial statements of Krupp Institutional Mortgage
Fund Limited Partnership (the "Partnership") listed in the index on page F-
2 of this Form 10-K.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion
on these financial statements 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 financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

   As discussed in Note E, the Partnership has recorded a loan loss reserve
of $16,524,000 and a reserve for uncollectible interest of $12,225,634,
based on management's estimate of the value of the properties which serve
as collateral for the mortgage notes receivable.  As is the case with all
real estate, the ultimate value of such properties can only be determined
in a negotiation between buyer and seller.

   In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Krupp
Institutional Mortgage Fund Limited Partnership as of December 31, 1996 and
1995, and the 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.


Boston, Massachusetts
March 6, 1997
<PAGE>

            KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                               BALANCE SHEETS
                         December 31, 1996 and 1995

                                   ASSETS


<TABLE>
<CAPTION>
                                                     1996           1995

<S>                                             <C>            <C>
Mortgage notes receivable, net of loan loss
   reserve of $16,524,000 for 1996 and 1995,
   (Notes C, D and E)                            $ 6,973,754    $11,795,943
Cash and cash equivalents (Note F)                 1,112,524      1,260,798
Accrued interest receivable - mortgage notes,
   net of reserve for uncollectible interest of
   $12,225,634 and $9,755,416, respectively
   (Notes C, D and E)                                115,272        112,304
Due from affiliates (Note H)                          16,250          1,575
Other assets                                           1,672          2,160

      Total assets                               $ 8,219,472    $13,172,780



                        LIABILITIES AND PARTNERS' EQUITY

Liabilities                                      $    25,274    $    12,952

Partners' equity (deficit)(Note G):

   Limited Partners (30,059 Units outstanding)     8,411,861     13,327,834
   General Partners                                 (217,663)      (168,006)

      Total Partners' equity                       8,194,198     13,159,828

      Total liabilities and Partners' equity     $ 8,219,472    $13,172,780

</TABLE>


                   The accompanying notes are an integral
                      part of the financial statements.
<PAGE>
            KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                          STATEMENTS OF OPERATIONS
            For the Years Ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>


                                         1996        1995          1994
<S>                                    <C>         <C>          <C>
Interest income:
   Mortgage notes receivable
      (Notes C, D and E)               $497,376    $799,092     $ 1,020,409
   Cash equivalents (Note F)             79,000      69,528          39,741

      Total revenue                     576,376     868,620       1,060,150

Expenses:
   Expense reimbursements (Note H)       33,345      49,689          96,608
   General and administrative            60,088      53,806          64,122
   Provision for credit losses
      (Notes C, D and E)                   -           -          4,500,000

      Total expenses                     93,433     103,495       4,660,730

Net income (loss) (Note I)             $482,943    $765,125     $(3,600,580)


Allocation of net income
   (loss)(Note G):

   Limited Partners (30,059 Units
      outstanding)                     $478,114    $757,474     $(3,564,574)

   Per Unit of Limited Partner
      Interest                         $  15.91    $  25.20     $   (118.59)

   General Partners                    $  4,829    $  7,651     $   (36,006)

</TABLE>


                   The accompanying notes are an integral
                      part of the financial statements.
<PAGE>
            KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

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


<TABLE>
<CAPTION>

                                                                  Total
                                   Limited       General         Partners'
                                   Partners      Partners         Equity

<S>                              <C>            <C>             <C>
Balance at December 31, 1993     $17,487,588    $(125,987)      $17,361,601

Distributions                       (676,327)      (6,832)         (683,159)

Net loss                          (3,564,574)     (36,006)       (3,600,580)

Balance at December 31, 1994      13,246,687     (168,825)       13,077,862

Distributions                       (676,327)      (6,832)         (683,159)

Net income                           757,474        7,651           765,125

Balance at December 31, 1995      13,327,834     (168,006)       13,159,828

Distributions (Note G)            (5,394,087)     (54,486)       (5,448,573)

Net income (Note G)                  478,114        4,829           482,943

Balance at December 31, 1996     $ 8,411,861    $(217,663)      $ 8,194,198

</TABLE>
The per Unit distributions for the years 1994 through 1996 were $22.50,
$22.50 and $179.45, respectively.



                   The accompanying notes are an integral
                      part of the financial statements.
<PAGE>
            KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                          STATEMENTS OF CASH FLOWS
            For the Years Ended December 31, 1996, 1995 and 1994


<TABLE>
<CAPTION>
                                     1996            1995           1994

<S>                               <C>           <C>          <C>
Operating activities:
   Net income (loss)               $  482,943    $   765,125 $(3,600,580)
   Adjustments to reconcile net
      income (loss) to net cash
      provided by operating
      activities:
   Provision for credit losses           -              -       4,500,000
   Decrease (increase) in
      accrued interest receivable
      - mortgage notes                 (2,968)       118,812    (205,236)
   Decrease (increase) in due from
      affiliates                      (14,675)         9,159   (10,734)
   Decrease (increase) in other
      assets                              488           (891)      1,344
   Increase (decrease) in
      liabilities                      12,322         (1,372)      8,437

         Net cash provided by
            operating activities      478,110        890,833    693,231

Investing activity:
   Principal collections from
      mortgage notes receivable     4,822,189         26,460     23,952

Financing activity:
   Distributions                   (5,448,573)      (683,159)   (683,159)

Net increase (decrease) in cash
   and cash equivalents              (148,274)       234,134     34,024

Cash and cash equivalents,
   beginning of year                1,260,798      1,026,664    992,640

Cash and cash equivalents,
   end of year                     $1,112,524    $ 1,260,798    $1,026,664

</TABLE>

                   The accompanying notes are an integral
                      part of the financial statements.
<PAGE>
            KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                        NOTES TO FINANCIAL STATEMENTS




A. Organization

   Krupp Institutional Mortgage Fund Limited Partnership (the
   "Partnership") was formed on November 15, 1984 by filing a Certificate
   of Limited Partnership in The Commonwealth of Massachusetts.  The
   Partnership was formed for the purpose of making participating mortgage
   loans ("the Participating Notes") to Krupp Equity Limited Partnership
   ("KELP"), in the amount of up to 95% of the proceeds of the offering of
   units of limited partner interest (the "Units")  (see Note D).  The
   Partnership terminates on December 31, 2013 unless earlier terminated
   upon the occurrence of certain events as set forth in the Partnership
   Agreement.

   The Partnership issued all of the General Partner Interests to The Krupp
   Corporation ("Krupp Corp.") and The Krupp Company Limited
   Partnership-III ("Krupp Co.-III"), in exchange for capital contributions
   aggregating $1,000.  The General Partners made additional capital
   contributions of $4,207,560 which equals fourteen percent of the capital
   contributions of the Investor Limited Partners.  The Partnership used
   these capital contributions to pay costs incurred in connection with its
   organization and the public offering of Units.

   On February 21, 1985, the Partnership commenced the marketing and sale
   of the Units for $1,000 per Unit.  The public offering was closed on
   December 5, 1985, at which time 30,059 Units had been sold.

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 I).

      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.

      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.  Cash equivalents are recorded at cost, which
      approximates current market value.

      Provisions for Credit Losses and Accrued Interest Reserves

      In accordance with Statement of Financial Accounting Standard No.
      114, "Accounting by Creditors for Impairment of a Loan", and
      Statement of Financial Accounting Standard No. 118, "Accounting by
      Creditors for Impairment of a Loan - Income Recognition and
      Disclosures", the Partnership has implemented polices and practices
      for assessing impairment of its mortgage loans and the recognition of
      income on impaired loans.

      Mortgage notes receivable are recorded at the lower of cost or
      estimated net realizable value.  The estimated net realizable value
      of the mortgage loans is based on current market estimates of the
      underlying properties held as collateral considering such factors as
      tenant turnover, current and prospective occupancy levels, the
      current market competition and assumptions on potential proceeds that
      might be received upon sale.  Given the uncertainty of real estate
      valuation in the current market, these market estimates could differ
      from the ultimate value obtained from a sale of such properties (see
      Note E).

      The Partnership recognizes interest income on its impaired loans
      based on the expected cash flow payments to be received from KELP.
      Cash flow payments are determined as all cash flow generated by the
      properties after operating and administrative expenses and senior
      mortgage obligations.  Unpaid interest and late charges are accrued
      and reserved against.  For financial reporting purposes, the
      Partnership recognizes sales proceeds received from KELP as
      repayments of principal on the mortgage notes receivable.

      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 such  examination results in a change in the Partnership's
      taxable income or loss, such change will be reported to the Partners.

C. Mortgage Notes Receivable

   The Partnership made loans to KELP, an affiliate of the Partnership, as
   provided under the Master Loan Agreement and Collateral Pledge Agreement
   (the "Agreements").  Under the terms of the Master Loan Agreement, basic
   interest accrued at a rate of 7.6% per annum and was payable quarterly,
   in arrears, on the unpaid principal balance of the Participating Notes
   which were due on December 31, 1992, however, the Partnership exercised
   its option to extend the maturity date to December 29, 1995.

   KELP's properties began experiencing cash flow deficiencies and,
   beginning with the payment due April 1, 1991, KELP has not been able to
   fully pay the required quarterly interest payments.

   The terms of the Master Loan Agreement required KELP to pay the
   Partnership adjusted basic interest at a rate of 10% per annum, which
   accrued and was payable quarterly, in arrears, on the unpaid principal
   balance of the Participating Notes.  The Participating Notes matured
   December 29, 1995.

   Mortgage Notes Receivable consisted of the following as of December 31,
   1996 and 1995:

<TABLE>
<CAPTION>
                                                       Principal
                  Property                         1996          1995

     <S>                                      <C>            <C>
     Northeast Plaza Shopping Center          $  6,907,763   $  6,936,993

     North Salado Village Shopping Center I           -         1,513,000

     North Salado Village Shopping Center II          -         6,000,000

     Village Green Apartments                         -         1,902,750

     Bell Plaza Shopping Center                  5,300,000      5,300,000

     Mortgage notes receivable
        collateralized by properties            12,207,763     21,652,743

     Remaining indebtedness from previously
        owned KELP properties                   16,082,950      6,667,200

     Mortgage notes receivable before
        reserve and sales proceeds
        received from KELP                      28,290,713     28,319,943

     Less: Sales proceeds received from
        KELP                                    (4,792,959)          -

     Less: Loan loss reserve                   (16,524,000)   (16,524,000)

     Total mortgage notes receivable          $  6,973,754   $ 11,795,943
</TABLE>
      Northeast Plaza Shopping Center ("Northeast Plaza")

      Northeast Plaza is an 89,224 square foot shopping plaza located in
      Baton Rouge, Louisiana.  On September 12, 1985, the Partnership
      loaned KELP $6,000,000 collateralized by a second mortgage on the
      Northeast Plaza and the Collateral Pledge Agreement.

      The non-recourse first mortgage of $994,873, collateralized by
      Northeast Plaza, matured in 1993.  In 1994, the General Partners used
      a portion of working capital reserves to purchase the first mortgage
      note in order to preserve the Partnership's equity in the underlying
      property and became the first lien holder of the property.  As a
      result, the Partnership earns 10% from its first mortgage interest
      investment versus 4% to 6% earned on the working capital reserve
      balance.

      The maturity date of the note was extended to December 29, 1995 as
      evidenced by the modification of the promissory note dated August 31,
      1993. The note requires monthly payments of $10,135 consisting of
      principal and interest at the rate of 10% per annum based on a 25-
      year amortization schedule.  The non-recourse first mortgage note had
      balances of $907,763 and $936,993 at December 31, 1996 and 1995,
      respectively.

      Bell Plaza Shopping Center ("Bell")

      Bell is a 43,842 square foot shopping center located in Oak Lawn,
      Illinois, a suburb of Chicago.  On June 2, 1987, the Partnership
      loaned KELP $5,300,000 collateralized by a first mortgage evidenced
      by a deed of trust on Bell and the Collateral Pledge Agreement.

   The average outstanding balances of the mortgage notes receivable were
   $25,908,849, $28,333,173 and $28,358,379 at December 31, 1996, 1995 and
   1994, respectively.

   The carrying value of the above mentioned mortgage notes receivable
   reflected in the accompanying balance sheets at December 31, 1996 and
   1995 approximates fair value.

   During 1996, KELP sold Village Green Apartments and North Salado Village
   Shopping Center to unaffiliated third parties.  The Partnership applied
   sales proceeds of $4,792,959 received from KELP against the outstanding
   mortgage notes receivable (see Note D).

D. Krupp Equity Limited Partnership

   KELP was formed on January 3, 1985 by filing a Certificate of Limited
   Partnership in The Commonwealth of Massachusetts.  KELP terminates on
   December 31, 2005, unless earlier terminated upon the occurrence of
   certain events as set forth in its Partnership Agreement.  KELP issued
   all of the General Partner Interests to two General Partners, Krupp
   Corp. and Krupp Co.-III, and issued all of the Limited Partner Interests
   to Krupp Co.-III.  KELP received capital contributions from the two
   General Partners, Krupp Corp. and Krupp Co-III, totalling $480,000 which
   consisted of $204,000 in cash and $276,000 in promissory notes.  KELP
   also received $6,984,086 of Limited Partner capital contributions from
   Krupp Co.-III consisting of cash, the assumption of a note payable to an
   affiliate in the amount of $1,550,013, and promissory notes in the
   amount of $2,514,388.  These promissory notes, totalling $2,790,388, are
   pledged as additional collateral for the Participating Notes under the
   Master Loan Agreement and the Collateral Pledge Agreement.

   The purpose of KELP is to acquire, manage, operate and sell real estate
   and personal property; and to borrow funds from the Partnership and
   other sources to finance the acquisition, management and operation of
   real estate and personal property related thereto.  Condensed financial
   statements of KELP are as follows:

<PAGE>
                      KRUPP EQUITY LIMITED PARTNERSHIP

                          CONDENSED BALANCE SHEETS
                         December 31, 1996 and 1995

                                      ASSETS

<TABLE>
<CAPTION>
                                                     1996            1995

   <S>                                           <C>           <C>
   Property, at cost (1)                         $ 12,716,122  $30,960,353
   Property valuation provision (2)                (5,000,000)(5,986,000)
   Accumulated depreciation                        (3,795,870)(10,206,689)

      Total real estate assets                      3,920,252   14,767,664

   Other assets                                       305,538   1,012,929

      Total assets                               $  4,225,790 $15,780,593

                     LIABILITIES AND PARTNERS' DEFICIT

   Mortgage notes payable to the Partnership(1) $ 28,290,713 $28,319,943
   Mortgage notes payable (1)                            -   7,599,279
   Notes payable to an affiliate                     300,000   300,000
   Accrued interest payable to an affiliate (1)     7,880,286  10,171,783
   Due to affiliates                                  666,702     767,737
   Other liabilities                                  386,780     560,388

      Total liabilities                            37,524,481  47,719,130

   Partners' deficit                              (33,298,691)(31,938,537)

      Total liabilities and Partners' deficit    $  4,225,790$15,780,593
</TABLE>
   (1)   On March 5, 1996, Village Green was sold to an unaffiliated party
         for $5,200,000.  The sale agreement required the buyer to assume
         the first mortgage note payable on the property of $4,633,989 and
         as a result, no prepayment penalty was assessed by the holder of
         the note.  The sale resulted in a gain to KELP of $1,457,889, for
         financial reporting purposes.  On May 16, 1996, North Salado was
         sold to an unaffiliated third party for $7,350,000.  The first
         mortgage note payable of $2,920,405 was paid at the closing and no
         prepayment penalty was assessed, under the terms of the mortgage
         note.  The sale of the property resulted in a gain of $121,515 to
         KELP, for financial reporting purposes.  The properties were
         released as collateral by the Partnership for KELP's secondary
         mortgage obligations.  For KELP's financial reporting purposes,
         sales proceeds paid to KIMF of $4,792,959 were applied against
         accrued interest in 1996.
   (2)   During the fourth quarter of 1995, the General Partners of KELP
         determined that the carrying value of its retail properties
         exceeded its net realizable value which resulted in an additional
         valuation adjustment of $586,000 which was charged against
         earnings.  In 1996, no additional adjustment to KELP's remaining
         real estate investments was required, and to date the General
         Partners have recorded a cumulative property valuation provision
         of $5,000,000.


KRUPP EQUITY LIMITED PARTNERSHIP

                    CONDENSED STATEMENTS OF OPERATIONS
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                     1996            1995           1994



<S>                              <C>             <C>            <C>
Revenue                          $ 1,737,771     $ 3,479,262    $ 4,320,747
Property operating expenses         (726,856)     (1,535,994)   (2,074,159)
   Operating income                1,010,915       1,943,268    2,246,588

Depreciation and amortization       (784,010)       (844,628)   (1,218,383)
Interest                          (3,166,463)     (3,692,639)   (4,038,180)

   Loss before gain on sale
     of properties and property
     valuation provision          (2,939,559)     (2,593,999)  (3,009,975)

Gain on sale of properties         1,579,404            -     (3,592,179)
Property valuation provision            -           (586,000) (5,400,000)

   Loss before extraordinary
     gain                         (1,360,154)     (3,179,999) (12,002,154)

Extraordinary gain - debt
   forgiveness                          -               -      1,176,738

   Net loss                      $(1,360,155)    $(3,179,999)$(10,825,416)
</TABLE>
   It is expected that KELP will continue to be unable to pay its stated
   debt service obligation to the Partnership.  The General Partners of
   KELP have attempted to mitigate the cash flow issues in the following
   ways: 1) the General Partners or the Limited Partner of KELP have funded
   certain prior deficits through capital contributions; 2) the General
   Partners of KELP have arranged for borrowings to cover certain prior
   deficits; 3) KELP has remitted to the Partnership all available cash
   flow from the properties; and 4) the management agent for the properties
   (an affiliate of the General Partners of KELP) has continued to serve
   even though it is not receiving payment of property management fees.
   KELP will continue to monitor expenses and implement rental increases as
   market conditions permit in order to increase cash flow from the
   properties.

E. Provision for Credit Losses and Accrued Interest Reserves

   The General Partners of the Partnership have recorded a cumulative
   provision for credit losses of $16,524,000 on its mortgage notes
   receivable.  Additionally, the Partnership has recorded cumulative
   provisions for uncollectible interest of $12,225,634 and $9,755,416 as
   of December 31, 1996 and 1995, respectively.  These cumulative
   provisions are recorded against the carrying value of the assets in
   order to reflect management's current estimates of the underlying
   property values which, given the inherent uncertainty of real estate
   valuation in the current market, could differ from the ultimate value
   obtained upon sale of such properties.

F. Cash and Cash Equivalents

   Cash and cash equivalents at December 31, 1996 and 1995 consist of the
   following:
<TABLE>
<CAPTION>
                                                1996             1995

        <S>                                  <C>              <C>
        Cash and money market accounts       $  316,317       $  465,788
        Commercial paper                        796,207          795,010
                                             $1,112,524       $1,260,798
</TABLE>
   Commercial paper at December 31, 1996 represents corporate issues
   complying with Section 3.04 of the Partnership Agreement maturing in the
   first quarter of 1997.

G. Partners' Equity

   Net profits and losses from Partnership operations, excluding Additional
   Interest on the Participating Notes, shall be determined as of the end
   of each fiscal year, and are allocated ninety-nine percent (99%) to the
   class of Limited Partners and one percent (1%) to the class of General
   Partners.

   Net profits and losses and Distributable Cash from Operations, as
   defined by Section 5.01 of the Partnership Agreement, allocated to the
   Limited Partners have been apportioned in the ratio of the number of
   Units owned per Limited Partner to the total number of Units
   outstanding.  The General Partners portion of net profits and losses,
   distributions of Distributable Cash from Operations and Surplus Funds,
   as defined, has been allocated proportionately among the General
   Partners according to their respective invested capital.

   Distributable Cash from Operations shall be distributed ninety-nine
   percent (99%) to the class of Limited Partners and one percent (1%) to
   the class of General Partners.  Surplus Funds received by the
   Partnership, as defined in the Partnership Agreement, are to be
   allocated differently than that described above.

   As of December 31, 1996, the following cumulative Partner contributions
   and allocations were made since inception of the Partnership:
<TABLE>
<CAPTION>
                                                         Total
                                   Limited          General         Partners'
                                   Partners         Partners         Equity

    <S>                          <C>               <C>            <C>
    Capital contributions        $ 30,059,000      $ 4,208,560    $ 34,267,560

    Syndication costs                  -            (4,157,560)     (4,157,560)

    Distributions                 (20,310,311)        (205,157)    (20,515,468)

    Net loss                       (1,336,828)         (63,506)     (1,400,334)

    Balance at
     December 31, 1996           $  8,411,861      $  (217,663)   $  8,194,198

</TABLE>
H. Related Party Transactions

   The Partnership reimburses affiliates of the General Partners for
   certain expenses incurred in connection with the activities of the
   Partnership, including communications, bookkeeping and clerical work
   necessary in maintaining relations with Limited Partners, and
   accounting, tax and computer services necessary for the maintenance of
   the books and records of the Partnership.

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

                                                               1996   1995
  Expense reimbursements          $16,250     $ 1,575

I. Federal Income Taxes

  The reconciliations of the net income (loss) reported in the accompanying
  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 are as follows:
<TABLE>
<CAPTION>
                                              1996        1995          1994
      <S>                                  <C>         <C>       <C>
      Net income (loss) per Statement
         of Operations                     $  482,943  $  765,125$(3,600,580)

      Book to tax difference due to
         provision for credit loss               -           -         4,500,000

      Income (expense) recognized
         for tax not book                   1,496,640      (3,998)         3,998

      Net income for federal income
         tax purposes                      $1,979,583  $  761,127    $   903,418
</TABLE>
The allocation of net income for federal income tax purposes for 1996 is as
follows:
<TABLE>
<CAPTION>
                                      Portfolio     Portfolio
                                       Income        Expense        Total
      <S>                            <C>              <C>        <C>
      Limited Partners               $2,052,286       (92,499)   $1,959,787

        General Partners                 20,730          (934)       19,796
                                     $2,073,016     $ (93,433)   $1,979,583
</TABLE>
   The basis of the Partnership's assets for tax purposes exceeds its
assets for financial reporting purposes by approximately $25,000,000 and
$24,000,000 at December 31, 1996 and 1995, respectively.  The tax and book
basis of the Partnership's liabilities are equal.