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

                                   FORM 10-K
   (Mark One)

             ANNUAL REPORT  PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIESx
             EXCHANGE ACT OF 1934 [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                0-20164              
                         Krupp Government Income Trust II
              (Exact name of registrant as specified in its charter)

               Massachusetts                             04-3073045
   (State or other jurisdiction of                    (IRS Employer
   incorporation or organization)               Identification No.)

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

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

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

               Title                         Name   of   Exchange   on   which
   Registered
   Shares of Beneficial Interest                      None

   Securities registered pursuant to Section 12(g) of the Act: None
   Indicate by check  mark whether the  registrant (1) has  filed all  reports
   required to be filed by Section 13 or 15(d)  of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that the
   registrant was required to file such  reports), and (2) has been subject to
   such filing requirements for the past 90 days.  Yes   X    No      

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

   Aggregate market value  of voting securities  held by non-affiliates:   Not
   applicable.

   Documents incorporated by reference: see Part IV, Item 14

   The exhibit index is located on pages 11-21.



                                      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  Government  Income  Trust  II (the  "Trust")  is  a Massachusetts
   business trust  which was formed on  February 8, 1991 and  is authorized to
   sell  up to  25,000,000  shares  of  beneficial  interest  (the  "Shares").
   Berkshire  Realty  Advisors Limited  Partnership  acquired  10,000 of  such
   Shares  and 18,315,158 Shares were  sold under the  Trust's public offering
   for $365,686,058 net of purchase volume discounts of $617,102.  On December
   29,  1994,  Berkshire   Mortgage  Advisors  Limited  Partnership   acquired
   Berkshire Realty  Advisors Limited Partnership's 10,000  shares and assumed
   the role of the Advisor to the Trust.  Under the Dividend Reinvestment Plan
   ("DRP"), 46,319  Shares  were sold  for $880,061  (the remaining  6,572,204
   Shares  are available for general Trust purposes).   See Note A of Notes to
   Financial Statements included in  Appendix A of this report  for additional
   information.   The  Trust  has utilized  the net  proceeds from  the public
   offering to acquire participating insured mortgages ("PIMs"), participating
   insured  mortgage  investments  ("PIMIs")  and  mortgage-backed  securities
   ("MBS").   The Trust  considers itself to  be engaged in  only one industry
   segment, investment in mortgages.  

      The Trust  has elected to be  treated as a real  estate investment trust
   ("REIT"),  under the Internal Revenue Code of  1986, as amended.  The Trust
   shall  terminate on  December 31,  2030, unless  earlier terminated  by the
   affirmative  vote  of  holders of  a  majority  of  the outstanding  shares
   entitled  to vote  thereon.  See  Note A  of Notes  to Financial Statements
   included in Appendix A of this report for additional information.

      The Trust's  investments in PIMs on  multi-family residential properties
   consist of a MBS  or an insured mortgage  loan (collectively, the  "insured
   mortgage") guaranteed or  insured as to principal and basic  interest and a
   participation interest.   The insured mortgages  were issued or  originated
   under or in  connection with the  housing programs of the  Federal National
   Mortgage  Association ("FNMA")  or Federal  Housing Administration  ("FHA")
   under the  authority of   the Department  of Housing and  Urban Development
   ("HUD").   PIMs provide the  Trust with  monthly payments of  principal and
   basic interest and may also provide for  Trust participation in the current
   revenue stream  and in  the residual value,  if any, from  a sale  or other
   realization  of the underlying property.  The borrower conveys these rights
   to the  Trust through  a subordinated  promissory note and  mortgage.   The
   participation features are neither insured nor guaranteed.

      The  PIMIs consist of  an insured mortgage,  as discussed  above, and an
   additional  loan ("Additional  Loan")  to the  borrower  or owners  of  the
   borrower  that increases the Trust's  total financing with  respect to that
   property and participation in cash generated by property operations and any
   appreciation  in the  value of  the property.   The  participation features
   related to all PIMIs are neither insured  nor guaranteed.  Additional Loans
   associated  with  insured  mortgages  issued  or  originated  under  or  in
   connection with HUD cannot, under government regulations, be collateralized
   by  a mortgage  on the  underlying property.   These  Additional Loans  are
   typically collateralized  with collateral satisfactory to  the Advisor, but
   are  neither insured nor guaranteed.  Additional Loans associated with FNMA
   insured mortgages   are collateralized  by a subordinated  mortgage on  the
   underlying  property.   The  borrower conveys  these  rights to  the  Trust
   through a subordinated  loan agreement.   Under the  Additional Loans,  the
   Trust should receive  semi-annual interest payments and  a Preferred Return
   representing  a   non-compounded  cumulative  return  on   the  outstanding
   indebtedness,  usually the  aggregate  amount of  the insured  mortgage and
   Additional Loan.

      Prior to December  27, 1998  the Trust can  reinvest principal  proceeds
   received  from its mortgage investments in new mortgages.  Any reinvestment
   in  mortgages will be based on management's evaluation of market conditions
   for  mortgages.    When  the  reinvestment  period  ends,  the  Trust  will
   distribute  proceeds from  prepayments  or other  realizations of  mortgage
   assets  to investors  either  through quarterly  distributions or  possibly
   special distributions.

      The  Trust also  acquired MBS  collateralized by  single-family mortgage
   loans  issued or  originated  by FNMA  or  the Federal  Home  Loan Mortgage
   Corporation ("FHLMC").  FNMA and FHLMC guarantee the principal and interest
   of the FNMA and FHLMC MBS, respectively.

      Although  the  Trust will  terminate no  later  than December  31, 2030,
   management  expects that the value of the  PIMIs and PIMs generally will be
   realized by the Trust through repayment or sale as early as  ten years from
   the dates of  the closings of the  permanent loans, and that the  Trust may
   realize the  value of all of  its other investments within  that time frame
   thereby  resulting in  a dissolution  of the  Trust significantly  prior to
   December 31, 2030.

      The  requirements   for  compliance   with  federal,  state   and  local
   regulations  to  date  have  not  had an  adverse  effect  on  the  Trust's
   operations, and the Trust anticipates no adverse effect in the future.

      To qualify as a REIT for  federal income tax purposes, the Trust  made a
   valid election to  be so treated  and must continue  to satisfy a  range of
   complex requirements including criteria related to its ownership structure,
   the nature of its assets,  the sources of its income and the  amount of its
   distributions  to shareholders.  The Trust intends  to qualify as a REIT in
   each year of operation, however, certain factors may have an adverse effect
   on the Trust's REIT status.  If for any taxable year, the Trustees  and the
   Advisor determine that  any of the asset, income, or distribution tests are
   not likely  to be  satisfied, the  Trust may be  required to  borrow money,
   dispose of mortgages or take other action to avoid loss of REIT status.

      Additionally, if  the Trust does not  qualify as a REIT  for any taxable
   year, it will be subject to federal income tax  as if it were a corporation
   and the  shareholders will be taxed  as shareholders of a  corporation.  If
   the Trust were taxed as a corporation, the payment of such tax by the Trust
   would  substantially  reduce  the   funds  available  for  distribution  to
   shareholders or for reinvestment. To the extent that distributions had been
   made  in anticipation  of the  Trust's qualification as  a REIT,  the Trust
   might be required to borrow additional funds or to liquidate certain of its

                                       -3-
   investments in  order to  pay the  applicable  tax.   Moreover, should  the
   Trust's  election  to be  taxed  as  a REIT  be  terminated or  voluntarily
   revoked, the Trust may not be able to elect to be treated as a REIT for the
   following five-year period.

      As of December 31,  1996, there were  no personnel directly employed  by
   the Trust.

   ITEM 2.  PROPERTIES

      None.

   ITEM 3.  LEGAL PROCEEDINGS

      There are  no material pending legal proceedings to which the Trust is a
   party or to which any of its investments are subject to.

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

      None.
                                     PART II

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

      Currently there is no established public trading market for the Shares.

      The  number of  investors holding  Shares  as of  December 31,  1996 was
   approximately 16,400.

      The Trust  has and  will  continue to  declare and  pay  dividends on  a
   quarterly  basis.  The  Trustees established a dividend  rate per Share per
   quarter of $.3125 for 1996 and 1995.

   ITEM 6.  SELECTED FINANCIAL DATA

      The following table sets  forth selected financial information regarding
   the Trust'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 Supplementary Data, which are included in Item 7 and Item 8, Appendix A
   of this report, respectively.
<TABLE>
<CAPTION>
                                (Amounts in thousands, except for per Share
   amounts)

                                       1996       1995        1994       1993      1992

        <S>                          <C>        <C>         <C>        <C>         <C>
        Total revenues               $ 19,877   $ 20,033    $ 18,200   $ 15,867    $ 11,599

        Net income                   $ 14,999   $ 13,747    $ 13,882   $ 13,853    $ 10,485

        Net income per Share         $    .82   $    .75    $    .76   $    .75    $    .80

        Weighted average Shares
         outstanding                   18,371     18,371      18,371     18,364      13,117


                                                 -4-
<PAGE>





        Total assets at December 31  $298,297   $306,965    $314,250   $322,855    $337,728

        Average dividends per Share  $   1.25   $   1.25    $   1.25   $   1.60    $   1.07
</TABLE>

      The  Trust began its  public offering in  1991 and completed  its public
   offering  in 1993,  therefore the Selected  Financial Data for  1992 is not
   indicative  of the Trust's future results and  is not comparable with 1996,
   1995, 1994 and 1993.

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

      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

      At  December 31, 1996, the Trust has significant liquidity consisting of
   cash and cash equivalents, of approximately $9 million as well  as the cash
   inflows provided by PIMs, PIMIs, MBS, cash and cash equivalents.  The Trust
   may  also receive additional cash  flow from the  participation features of
   its  PIMs and  PIMIs.   The Trust  anticipates that  these sources  will be
   adequate  to  provide  the Trust  with  sufficient  liquidity  to meet  its
   obligations, including providing dividends to its investors.

      The  most significant demand on the Trust's liquidity are dividends paid
   to investors  which  currently approximate  $22.9  million per  year  ($5.7
   million  per quarter).  For 1996, the  Trust declared an annual dividend of
   $1.25 per share, paid in quarterly  installments of $.315 per share.  Funds
   for dividends  come from interest income  received on PIMs, PIMIs,  MBS and
   cash  and cash  equivalents net  of operating  expenses, and  the principal
   collections received  on PIMs, PIMIs  and MBS.   The  portion of  dividends
   funded  from principal  collections reduces  the  capital resources  of the
   Trust.   As  the capital resources  of the  Trust decrease,  the total cash
   flows to  the  Trust  will  also  decrease which  may  result  in  periodic
   adjustments to the dividends paid to the investors.

      In addition to  funding its  quarterly dividends paid  to investors  the
   Trust has  a remaining commitment of approximately $1.0 million on a PIM in
   the construction  phase.   The Trust has  sufficient cash reserves  to fund
   this commitment. 

      The  Advisor  of the  Trust periodically  reviews  the dividend  rate to
   determine whether an adjustment to the dividend rate is necessary based  on
   projected future cash  flows.   Based on current  projections, the  Advisor
   believes  the  Trust  can  maintain  the  current  dividend  rate  for  the
   foreseeable future.  In general, the Advisor  tries to set a  dividend rate
   that  provides for level quarterly  distribution.  To  the extent quarterly
   dividends do not fully utilize the cash available for distribution and cash
   balances increase, the Advisor may reinvest the available  proceeds, adjust
   the dividend rate or distribute such funds through a special distribution.

                                       -5-
      For  the  first five  years  of the  PIMs  and PIMIs  the  borrowers are
   prohibited from prepaying.   For the second  five years, the  borrowers can
   prepay the  loans incurring  a prepayment  penalty for  PIMs or  paying all
   amounts due under the  PIMIs and satisfying the required  preferred return.
   The Trust has  the option  of calling  certain PIMs  and all  the PIMIs  by
   accelerating their  maturity if the loans are not prepaid by the tenth year
   after permanent funding.  The Trust will determine the merits of exercising
   the call option for each PIM or PIMI as economic  conditions warrant.  Such
   factors  as the condition of  the asset, local  market conditions, interest
   rates and available financing will have an impact on this decision.

<TABLE>
<CAPTION>
                                       (Amounts in thousands, except per Share amounts)
                                                          Year           Inception
                                                          Ended          Through
                                                         12/31/96        12/31/96  
            Distributable Cash Flow (a):

            <S>                                          <C>              <C>
            Net income                                   $14,999          $ 67,405 
            Items not requiring the use of 
             operating funds:

              Loss on sale of MBS                            -               1,379
              Amortization of prepaid fees and 
               expenses and organization costs             2,095             5,821

              Additional Loan interest received
               and deferred                                  555             1,582

              Total Distributable Cash Flow ("DCF")      $17,649          $ 76,187

            DCF per Share based on Shares
             outstanding at December, 31 1996            $   .96          $   4.15(d)

            Dividends:

             Total dividends to Shareholders             $22,964(b)       $118,385(c)

             Average dividend per Share based
              on Shares outstanding at 
              December 31, 1996                          $  1.25(b)       $   6.44(c)(d)
</TABLE>
   (a)        Distributable Cash Flow consists  of income before  amortization
              of  prepaid  fees  and  expenses   and  organization  costs  and
              includes interest  collections on Additional  Loans.   The Trust
              believes Distributable Cash Flow is an appropriate  supplemental
              measure  of operating  performance, however,  it  should not  be
              considered as  a substitute for  net income as  an indication of
              operating performance or cash flows as a measure of liquidity.

   (b)        Represents all dividends paid in  1996 except the February  1996
              dividend and includes an  estimate of the dividend to be paid in
              February 1997.

   (c)        Includes an  estimate of the distribution to be paid in February
              1997.


                                       -6-

   (d)        Shareholders  average  per Share  return  of capital  on  a cash
              basis as of February  1997 is $2.29 [$6.44 - $4.15].   Return of
              capital  represents  that  portion of  dividends  which  is  not
              funded from DCF,  such as proceeds from  the sale of assets  and
              substantially  all of  the principal  collections received  from
              MBS and PIMs.

   Assessment of Credit Risk

      The  Trust's  investments  in  mortgages,  with  the  exception  of  the
   Additional  Loans, are  guaranteed or insured  by FNMA,  FHLMC or  HUD, and
   therefore, the risk of  a material loss of amounts invested is remote.  The
   certainty of principal  on the Trust's  investments primarily depends  upon
   the creditworthiness of these entities.

      FNMA  is  a  federally  chartered private  corporation  that  guarantees
   obligations originated  under its programs.   However, obligations  of FNMA
   are  not  backed  by  the  U.S. Government.  FNMA  is  one  of  the largest
   corporations in the United States and the Secretary of the  Treasury of the
   United States  has discretionary authority to  lend up to $2.25  billion to
   FNMA  at  any  time.   FHLMC  is  a  federally  chartered  corporation that
   guarantees obligations originated under its programs and is wholly-owned by
   the twelve Federal Home  Loan Banks.  These obligations  are not guaranteed
   by the U.S. Government or the Federal Home Loan Bank Board.  HUD, an agency
   of  the U.S.  Government,  insures  the  obligations originated  under  its
   programs  which  are backed  by  the  full faith  and  credit  of the  U.S.
   Government.

      The Trust's Additional Loans have similar risks as those associated with
   conventional real  estate  lending, including:    reliance on  the  owner's
   operating skills and  their ability to maintain occupancy levels, including
   control  of operating  expenses,  maintain properties  and obtain  adequate
   insurance coverage; adverse changes in general economic conditions, adverse
   local  conditions, and  changes  in governmental  regulations, real  estate
   zoning laws, or tax laws; and  other circumstances over which the Trust may
   have little or no control.

      The Trust includes in cash and cash equivalents approximately $2 million
   of commercial paper, which is issued by entities with a credit rating equal
   to  one  of  the  top two  rating  categories  of  a nationally  recognized
   statistical rating organization.

<TABLE>
            Operations
                                            (amounts inthousands, except per Shareamounts)
                                                          Year Ended December 31,

<CAPTION>
                                               1996                1995                1994

                                         Amount      Per
                                                    Share     Amount    Per
                                                                       Share    Amount      Per
                                                                                           Share

     Interest on PIMs:
      <S>                               <C>        <C>      <C>        <C>     <C>        <C>
      Base interest                     $13,952    $ .76    $12,371    $ .67   $ 8,225    $ .45
      Additional loan interest
       received                           2,077      .11      2,020      .11     1,281      .07
      Participation interest                768      .04        422      .02       130      .01
     Interest income on MBS               3,123      .17      4,616      .25     6,732      .37
     Interest income - other                512      .03      1,150      .06     2,313      .13

                                                  -7-

     Trust Expenses                      (2,783)    (.15)    (2,997)    (.15)   (2,895)    (.16)
     DCF                                 17,649      .96     17,582      .96    15,786      .87
     Reconciliation to net income:

     Loss on sale of MBS                    -         -      (1,379)    (.08)      -         -
     Additional loan interest deferred     (555)    (.03)      (546)    (.03)     (481)    (.03)
     Amortization of prepaid fees and
      expenses and organization costs    (2,095)    (.11)    (1,910)    (.10)   (1,423)    (.08)
     Net income                         $14,999    $ .82    $13,747    $.75    $13,882    $ .76
     Weight Average Shares Outstanding      18,371,477          18,371,477          18,371,477
</TABLE>
   The net  income of  the Trust for  1996 increased as  compared to  1995 and
   1994, but did not change materially during 1995 as compared to 1994.  There
   were significant changes in the mix of interest income from PIMs and PIMIs,
   MBS,  cash and other short-term investments, as well as, increases in Trust
   expenses  and  amortization  of prepaid fees  and expenses and organization
   costs  during each  of the three  years ended  December 31,  1996, 1995 and
   1994.  

   During the  three  years ended  December 31,  1996  the Trust's  operations
   underwent  significant changes  as the  Trust invested  in PIMs  and PIMIs.
   Interest income from  PIMs and PIMIs increased by  approximately $1,975,000
   in  1996 as  compared  to  1995 and  approximately  $5,112,000  in 1995  as
   compared  to 1994 due  to significant  investments in  PIMs and  PIMIs made
   during late 1994 and 1995.

   The Trust s total interest income for 1996 as compared to 1995 decreased by
   approximately  $156,000, due to  lower interest income  on MBS and interest
   income other, which was partially offset by increases in interest income on
   PIMs.   Interest income on PIMs  increased due to additional investments in
   PIMs and PIMIs.  Interest income-other and interest income on MBS decreased
   as the Trust used available cash to fund its commitments in PIMs and PIMIs,
   and funded a  portion of its dividends with principal  collections.  To the
   extent  the Trust  uses  principal collections  to fund  a  portion of  the
   dividend  it will continue  to reduce the  income generating  assets of the
   Trust, which could reduce interest income in the future.

   As a result of investments in PIMs and PIMIs, the Trust increased its total
   interest income  by  approximately $1,833,000  in 1995  over  1994.   Total
   interest income improved in  1995 as compared to 1994, because  the Trust's
   PIMs and  PIMIs provided the  Trust with higher  interest rates  than those
   available from short-term interest rates.  Short-term interest rates ranged
   from 3% to  6% per annum during  1995 and 1994, while the  Trust's PIMs and
   the  PIM portion  of its  PIMIs have  interest rates  ranging from  6.5% to
   7.875% per annum and the Additional  Loans generally have interest rates of
   about 7%  per annum.   In addition  during 1995  and 1994  the Trust had  a
   substantial  amount of available  cash for short-term  investing due to the
   significant prepayments of the mortgages underlying the MBS.

   Many  of the properties had stable or  improving performances in 1996.  All
   but  one of the  underlying properties with  stabilized operations had high
   average 1996 occupancies, generally between  90% and 100%.  Windmill  Lakes
   is  located in a South Florida county  that has seen a significant  housing
   boom,  both in  newly constructed  multifamily projects  as well  as single
   family  development.    Two   other  properties  moved  towards  stabilized
   occupancy during 1996 after completing construction.   Mill Pond II reached


                                       -8-
   95% by year-end, and  Norumbega Point continued achieving  steady increases
   in the initial lease-up of the  assisted living community, reaching 85%  by
   year-end.     Two  other  recently  completed   properties,  the  Fountains
   Apartments  and  Rivergreens II  Apartments,  are  facing more  challenging
   lease-ups  due to  over  saturated markets.    Rental rate  increases  were
   achieved  at more than  half of the  properties due to  stable or improving
   markets or the unique character of the specific property.

   During  the  three years  ended December  31,  1996, the  Trust experienced
   increased participation income interest each year from its FNMA PIMIs.  The
   Trust  received  participation income  interest  in  1996 of  approximately
   $125,000,  $103,000,  $201,000, $179,000  and  $75,000  from the  Crossings
   Village,  Martin's Landing, St. Germain, The Lakes and Windsor Lakes PIMIs,
   respectively, as compared to participation interest income of approximately
   $150,000, $59,000 and $131,000 from the Crossings Village, Martin's Landing
   and St. Germain Apartments PIMIs, respectively in 1995.  Management expects
   the strong  operating performances of Crossings  Village, Martin's Landing,
   St. Germain, The Lakes and  Windsor Lakes will continue and the  Trust will
   continue  to receive participation income interest.  The Seasons, which was
   completely renovated in 1994 and 1995, performed very well during 1996 and,
   as a result, will pay participation income to the Trust in 1997.

      Trust  expenses, exclusive  of losses  from the  sale of  MBS, decreased
   insignificantly in 1996  versus 1995 as a  result of decreases  in expenses
   reimbursements,  lower asset  management  fees resulting  from a  declining
   asset base and reduced general and administrative expenses.

   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

      Information  as  to  the  Trustees  and  Executive   Officers  of  Krupp
   Government Income Trust II is as follows:
<TABLE>
<CAPTION>
                                                      Position with Krupp
              Name and Age                            Government Income Trust II

              <S>                                     <C>                  
              Douglas Krupp (50)                      Chairman  of  Board of  Trustees and
                                                      Trustee
              Laurence Gerber (40)                    President and Trustee 
              Charles N. Goldberg (55)                Trustee
              E. Robert Roskind (51)                  Trustee
              J. Paul Finnegan (71)                   Trustee
              Robert A. Barrows (39)                  Treasurer and Chief Accounting Officer
              Scott D. Spelfogel (36)                 Clerk
              K. Scott Griggs (34)                    Assistant Clerk

</TABLE>
                                                   -9-

             *Independent Trustee

          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 3,400 are responsible for the more than $3 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 serves as Chairman of the Board and a director
   of Berkshire Realty  Company, Inc. (BRI-NYSE).   Mr.  Krupp also serves  as
   Chairman of the Board and a Trustee of Krupp Government Income Trust.

          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 serves  as
   President and a Director  of Berkshire Realty Company, Inc.  (NYSE-BRI) and
   President and a Trustee of Krupp Government Income Trust.  

          Charles N. Goldberg has been the Managing Partner of Goldberg Brown,
   Attorneys at Law in Houston, Texas since 1980.  He is a member of the State
   Bar of Texas and  is admitted to practice before the U.S. Court of Appeals,
   Fifth  Circuit  and  U.S.  District  Court,  Southern  District  of  Texas.
   Goldberg Brown specializes  in the representation of lenders and developers
   in their acquisition, refinancing and disposition of property.  He received
   a B.B.A. degree and J.D. degree from the University of Texas.  Mr. Goldberg
   also serves as a Trustee of Krupp Government Income Trust and as a Director
   of Berkshire Realty Company, Inc. (NYSE-BRI).

          E.  Robert Roskind is the Chairman and Co-Chief Executive Officer of
   Lexington  Corporate Properties,  a  self administered  REIT which  owns 23
   properties, each net leased to a single  corporate tenant, and whose Shares
   are  listed on  the New  York Stock  Exchange.    Mr.  Roskind is  also the
   Managing Partner of  The LCP Group, a real estate  investment firm based in
   New York, which has acquired on behalf of the partnerships sponsored by the
   firm  over  400 properties  throughout the  United  States.   Most  of such
   properties have been net leased to  major U.S. corporations.  The LCP Group
   is  the  successor   to  Lepercq  Capital  Partners   and  Lepercq  Capital
   Corporation.  Mr.  Roskind in 1974  co-founded Lepercq Capital  Corporation
   and served as  its Chairman.   Mr. Roskind  is also Chairman  of Net  Lease
   Partners  Realty Advisors, a registered pension fund advisor, which advises

                                       -10-
   pension  funds with respect to the acquisition and subsequent management of
   properties  net leased  to major  corporations.  He is  a  graduate of  the
   University of Pennsylvania and Columbia Law School and has been a member of
   the New York Bar since 1970.  Mr. Roskind also serves as a Trustee of Krupp
   Government Income Trust and as a Director of Berkshire Realty Company, Inc.
   (NYSE-BRI).

          J. Paul Finnegan is a retired  partner of Coopers & Lybrand where he
   specialized in  tax matters.  He  retired in September 1987  and since then
   has been engaged in business as a consultant, a director  and an arbitrator
   for the  American Arbitration Association  and the National  Association of
   Securities Dealers, Inc.  Mr. Finnegan is a graduate of Harvard College and
   Boston  College Law  School and  is  a Certified  Public  Accountant.   Mr.
   Finnegan also serves as a Trustee of Krupp Government Income Trust and as a
   Director  of  Berkshire Realty  Company,  Inc. (NYSE-BRI).   He  is  also a
   director at Scituate Federal Savings Bank.

          Robert  A. Barrows  is  Senior Vice  President  and Chief  Financial
   Officer of Berkshire Mortgage Finance and 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.

          Scott D. Spelfogel is  Senior Vice President and General  Counsel to
   The Berkshire Group.  He previously served as Vice President and  Assistant
   General  Counsel.   Before joining  the  firm in  November 1988,  he was  a
   litigator in private practice in Boston.  He received a Bachelor of Science
   degree in Business  Administration from Boston  University, a Juris  Doctor
   Degree  from Syracuse University's  College of  Law, and  a Master  of Laws
   degree in  Taxation from Boston University  Law School.  He  is admitted to
   practice law  in Massachusetts and New  York, is a member  of the American,
   Boston, Massachusetts and New York State bar 


   associations, the  American Corporate Counsel Association  and the American
   Society of Corporate Secretaries  and is a  licensed real estate broker  in
   Massachusetts.

          K.  Scott  Griggs is  the  Assistant  Clerk  of  the Trust  and  the
   Assistant  General  Counsel of  The Berkshire  Group.   Before  joining The
   Berkshire  Group  in  March  1991,  he  served  as  counsel  to The  Fafard
   Companies, a  construction and  real estate  firm  in Greater  Boston.   He
   received  a B.A. degree from Columbia University  in 1984 and a J.D. degree
   from the Boston University  School of Law in 1989.   He is a member  of the
   American  Bar Association, Massachusetts Bar Association and the Boston Bar
   Association.

          In  addition, the following are  deemed to be  Executive Officers of
   the registrant:

          George  Krupp  (age 52)  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,

                                       -11-
   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 $3 billion under  management
   for  institutional  and  individual  clients.     Mr.  Krupp  attended  the
   University of Pennsylvania and Harvard University.  Douglas Krupp is George
   Krupp's brother.

          Peter F. Donovan (age 43) is President of Berkshire Mortgage Finance
   and  directs the  underwriting, servicing  and asset  management of  a $3.9
   billion multi-family  loan  portfolio.    Previously, he  was  Senior  Vice
   President of  Berkshire  Mortgage  Finance  and  was  responsible  for  all
   participating mortgage originations.   Before joining the firm in  1984, he
   was Second  Vice President,  Real Estate  Finance for  Continental Illinois
   National Bank &  Trust, where he managed  a $300 million construction  loan
   portfolio  of  commercial properties.   Mr.  Donovan  received a  B.A. from
   Trinity College and an M.B.A. degree from Northwestern University.  

   ITEM 11.  EXECUTIVE COMPENSATION

          Except for the Independent Trustees as described below, the Trustees
   and Officers of the Trust  have not been and will not be compensated by the
   Trust for their services.  However, the Officers will be compensated by the
   Advisor or an affiliate of the Advisor.

          Compensation of Trustees

          The Trust paid each of the Independent Trustees a fee  of $25,000 in
          1996.

   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          As  of February 5, 1997,  no person owned of  record or was known by
   the  Advisor to  own beneficially  more than 5%  of the  Trust's 18,371,477
   outstanding Shares.   The only  Shares held  by the Advisor  or any  of its
   affiliates consist of the original 10,000 Shares held by the Advisor.
<TABLE>
<CAPTION>
            Class of        Name of Beneficial    Amount and Nature of     Percent
             Stock                 Owner          Beneficial Interest      of Class
            <S>             <C>                   <C>                      <C>

            Shares of       Laurence Gerber
            Beneficial      470 Atlantic Avenue
            Interest        Boston, Ma. 02210     10,000 Shares*            ***

            Shares of       Douglas Krupp
            Beneficial      470 Atlantic Avenue
            Interest        Boston, Ma. 02210     10,000 Shares**           ***


            Shares of
            Beneficial
            Interest        All Directors and     10,000 Shares             ***
                            Officers
</TABLE>
        Mr. Gerber is  a beneficial owner  of 10,000 shares held  by Berkshire
   Mortgage  Advisors Limited  Partnership,  the Advisor  to  the Company,  by
   virtue of being the President of Berkshire Funding Corporation, the general

                                       -12-
   partner  of Berkshire  Mortgage Advisors Limited Partnership.  In each case
   where Mr. Gerber is  a beneficial owner of shares he  has shared voting and
   investment powers and such shares are also beneficially owned by Mr. Krupp.

         Mr. Krupp  is  a  beneficial  owner of  the  10,000  shares  held  by
   Berkshire  Mortgage    Advisors  Limited Partnership,  the  Advisor  to the
   Company,  by virtue of being  a director of  Berkshire Funding Corporation,
   the general partner of Berkshire Mortgage Advisors Limited Partnership.  In
   each case where Mr.  Krupp is a  beneficial owner of  shares he has  shared
   voting and investment powers and such shares are also beneficially owned by
   Mr. Gerber.

          The  amount owned  does not  exceed  one percent  of  the shares  of
   beneficial interest of the Trust outstanding as of February 5, 1997.

   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      See Note  G to  Financial  Statements included  in  Appendix A  of  this
   report.

                                     PART IV

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

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

          2.   Financial  Statement  Schedules  -   see  Index  to   Financial
               Statements  and  Supplementary  Data  included  under  Item  8,
               Appendix A,  on page  F-2 of  this report.   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)        Fourth Amended  and Restated Declaration  of Trust
                            filed with The Massachusetts Secretary of State on
                            September  25,  1991 [Included  as Exhibit  4.8 to
                            Post-effective  Amendment  No.  1 to  Registrant's
                            Registration   Statement   on   Form  S-11   dated
                            September 26, 1991 (File No. 33-39033)].*

               (4.2)        Subscription   Agreement  Specimen   [Included  as
                            Exhibit C to Prospectus included in Post-effective
                            Amendment  No.  1  to   Registrant's  Registration


                                       -13-

                            Statement on  Form S-11  dated September 26,  1991
                            (File No. 33-39033)].*




          (10) Material Contracts

               (10.1)       Advisory  Services  Agreement dated  September 11,
                            1991 between Krupp Government  Income Trust II and
                            Berkshire  Realty   Advisors  Limited  Partnership
                            (formerly  known as Krupp  Realty Advisors Limited
                            Partnership)[Exhibit  10.1 to  Registrant's report
                            on Form 10-K for the  year ended December 31, 1994
                            (File No. 0-20164)].*

               (10.2)       Assignment   and   Assumption  Agreement   between
                            Berkshire Realty Advisors Limited  Partnership and
                            Berkshire  Mortgage  Advisors Limited  Partnership
                            [Exhibit  10.2 to Registrant's report on Form 10-K
                            for  the year ended December 31, 1994 (File No. 0-
                            20164)].*

                  Mequon Trails

               (10.3)       Supplement to Prospectus dated January 1, 1993 for
                            Federal National Mortgage Association  pool number
                            MX-073025 [Exhibit   19.1. to Registrant's  Report
                            on Form 10-Q for the quarter ended March  31, 1993
                            (File No. 0-20164)].*

               (10.4)       Subordinated  promissory  note dated  December 21,
                            1992  by  and  between  Mequon   Trails  Townhomes
                            Limited  Partnership  and Krupp  Government Income
                            Trust II [Exhibit  19.2 to Registrant's Report  on
                            Form  10-Q for  the quarter  ended March  31, 1993
                            (File No. 0-20164)].*

               (10.5)       Subordinate  Multifamily  Mortgage dated  December
                            21, 1992  between  Mequon Trails Townhomes Limited
                            Partnership  and  Krupp  Government  Income  Trust
                            II.[Exhibit  10.5 to  Registrant s report  on Form
                            10-K for  the year  ended December 31,  1995 (File
                            No. 0-20164)].*

               (10.6)       Subordination  Agreement  dated December  21, 1992
                            between   Krupp   Mortgage  Company   L.P.,  Krupp
                            Government  Income  Trust  II  and  Mequon  Trails
                            Townhomes  Limited  Partnership.[Exhibit  10.6  to
                            Registrant s  report  on  Form 10-K  for  the year
                            ended December 31, 1995 (File No. 0-20164)].*

                  The Estates

               (10.7)       Deed  of  Trust Note  dated May  14, 1993  for The
                            Estates  [Exhibit 19.1  to Registrant's  Report on
                            Form  10-Q   for  the   quarter  ended  June   30,

                                       -14-

                            1993.[Exhibit  10.7 to Registrant s report on Form
                            10-K for  the year  ended December 31,  1995 (File
                            No. 0-20164)].*

               (10.8)       Deed of Trust  dated May 14, 1993  for The Estates
                            Limited Partnership and Maryland National Mortgage
                            Corporation.[Exhibit  10.8 to  Registrant s report
                            on Form 10-K for the year ended  December 31, 1995
                            (File No. 0-20164)].*

               (10.9)       Multifamily Deed of Trust, Assignment of Rents and
                            Security Agreement dated May  14, 1993 between The
                            Estates Limited Partnership  and Krupp  Government
                            Income Trust.[Exhibit 10.9 to  Registrant s report
                            on Form 10-K for the year ended  December 31, 1995
                            (File No. 0-20164)].*

               (10.10)      Subordinated Promissory Note, dated May  14, 1993,
                            between Maryland National Mortgage Corporation and
                            Krupp  Government  Income Trust.[Exhibit  10.10 to
                            Registrant s  report  on Form  10-K  for  the year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.11)      Agreement re Subordinated Note dated September 16,
                            1993  between Krupp Mortgage Corporation and Krupp
                            Government  Income  Trust  II.[Exhibit   10.11  to
                            Registrant s  report  on Form  10-K  for the  year
                            ended December 31, 1995 (File No. 0-20164)].*
    
               (10.12)      Participation  Certificate dated  May 14,  1993 by
                            and between Maryland National Mortgage Corporation
                            and Krupp Government  Income Trust.[Exhibit  10.12
                            to Registrant s  report on Form 10-K  for the year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.13)      Participation  and  Servicing Agreement  dated May
                            14, 1993 by and between Maryland National Mortgage
                            Corporation and  Krupp Government Income  Trust II
                            [Exhibit 19.2 to Registrant's Report on Form  10-Q
                            for  the quarter ended June  30, 1993 (File No. 0-
                            20164)].*

                  The Seasons

               (10.14)      Subordinated Promissory Note, dated  September 16,
                            1993,   between    Maryland   Associates   Limited
                            Partnership  and  Krupp  Government  Income  Trust
                            [Exhibit  10.1 to Registrant's Report on Form 10-Q
                            for the quarter ended September 30, 1993 (File No.
                            0-20164)].*

               (10.15)      Additional Loan Agreement dated September 16, 1993
                            between the Krupp  Company Limited  Partnership-IV
                            and Krupp Government Income Trust II [Exhibit 10.2
                            to  Registrant's  Report  on  Form  10-Q  for  the
                            quarter  ended  September 30,  1993  (file  No. 0-
                            20164)].*

                                       -15-
               (10.16)      Additional  Loan Note  dated  September 16,  1993,
                            between the Krupp  Company Limited  Partnership-IV
                            and Krupp Government Income Trust II [Exhibit 10.3
                            to  Registrant's  Report  on  form  10-Q  for  the
                            quarter  ended September  30,  1993 (File  No.  0-
                            20164)].*

               (10.17)      Participation   and   Servicing  Agreement   dated
                            September 16, 1993 by  and between Krupp  Mortgage
                            Corporation and Krupp  Government Income  Trust-II
                            [Exhibit 10.4 to Registrant's  Report on Form 10-Q
                            for the quarter ended September 30, 1993
                            (File No.0-20164)].*

               (10.18)      Deed of  Trust Note  dated September 16,  1993 for
                            Maryland Associates Limited Partnership  and Krupp
                            Mortgage    Corporation    [Exhibit    10.11    to
                            Registrant's report  on  Form 10-K  for  the  year
                            ended December 31, 1994 (File No. 0-20164)].*

               (10.19)      Assignment   and    Assumption   Agreement   dated
                            September 16, 1993 between Krupp Government Income
                            Trust  II   and  Krupp  Government   Income  Trust
                            [Exhibit 10.12 to Registrant's report on Form 10-K
                            for the year ended December 31,  1994 (File No. 0-
                            20164)].*

               (10.20)      Agreement re Subordinated Note dated September 16,
                            1993 between Krupp  Mortgage Corporation and Krupp
                            Government  Income  Trust  II  [Exhibit  10.13  to
                            Registrant's  report  on  Form 10-K  for  the year
                            ended December 31, 1994 (File No. 0-20164)].*

                  Martin's Landing

               (10.21)      Subordinated  Loan  Agreement,  dated November  9,
                            1993,  between  TRC Realty  Incorporated -  ML, ML
                            Associates  Limited  Partnership ("Borrower")  and
                            Krupp  Government  Income   Trust  II   ("Holder")
                            [Exhibit  10.9  to Registrant's  annual  report on
                            Form 10-K for fiscal  year ended December 31, 1993
                            (File No. 0-20164)].*

               (10.22)      Subordination  Agreement  dated  November 9,  1993
                            between ML Associates, L.P., and  Krupp Government
                            Income  Trust  II.[Exhibit  10.22 to  Registrant s
                            report on Form  10-K for the year  ended  December
                            31, 1995 (File No. 0-20164)].*


               (10.23)      Assignment   of   Subordination  Agreement   dated
                            November 9, 1993  from Berkshire Mortgage  Finance
                            Limited  Partnership  to   the  Federal   National
                            Mortgage Association by and between ML Associates,
                            L.P.,    Berkshire   Mortgage    Finance   Limited
                            Partnership  and  Krupp  Government  Income  Trust
                            II.[Exhibit  10.23 to Registrant s  report on Form


                                       -16-

                            10-K for  the year  ended December 31,  1995 (File
                            No. 0-20164)].*

               (10.24)      Supplement  to Prospectus  dated December  1, 1993
                            for  Federal  National  Mortgage Association  pool
                            number MX - 073029.[Exhibit 10.24  to Registrant s
                            report on  Form 10-K  for the year  ended December
                            31, 1995 (File No. 0-20164)].*

                  Crossings Village

               (10.25)      Subordinated Loan Agreement,  dated September  28,
                            1993 between Crossings Village Westlake Associates
                            ("Borrower") and Krupp  Government Income Trust II
                            ("Holder")[Exhibit  10.10  to Registrant's  annual
                            report on Form 10-K for fiscal year ended December
                            31, 1993 (File No. 0-20164)].*

               (10.26)      Subordinated Note dated September 28, 1993 between
                            Crossings  Village  Westlake Associates  and Krupp
                            Government  Income  Trust  II  [Exhibit  10.16  to
                            Registrant's  report on  Form  10-K  for the  year
                            ended December 31, 1994 (File No. 0-20164)].*

               (10.27)      Subordination Agreement dated  September 28,  1993
                            between  Washington  Capital  DUS Inc.,  Crossings
                            Village Westlake Associates  and Krupp  Government
                            Income  Trust  II.[Exhibit  10.27 to  Registrant s
                            report on  Form 10-K  for the year  ended December
                            31, 1995 (File No. 0-20164)].*

                  Norumbega Point

               (10.28)      Subordinated Promissory Note,  dated December  14,
                            1993  between Longa  Vita  Corporation ("Maker  or
                            Mortgagor")  and Krupp Government  Income Trust II
                            ("Holder")[Exhibit  10.11  to Registrant's  annual
                            report on Form 10-K for fiscal year ended December
                            31, 1993 (File No. 0-20164)].*

               (10.29)      Additional  Loan  Note  dated  December  14,  1993
                            between  Evelyn  Insoft,  Sidney  Insoft,  Richard
                            Slifka,  and  Alfred A.  Slifka  ("Borrowers") and
                            Krupp  Government  Income   Trust  II   ("Holder")
                            [Exhibit  10.12 to  Registrant's annual  report on
                            Form 10-K for fiscal  year ended December 31, 1993
                            (File No. 0-20164)].*

               (10.30)      Participation   and   Servicing  Agreement   dated
                            December  14,   1993  by  and   between  Cambridge
                            Healthcare  Funding,  Inc.  and  Krupp  Government
                            Income  Trust  II.[Exhibit  10.30 to  Registrant s
                            report on  Form 10-K  for the year  ended December
                            31, 1995 (File No. 0-20164)].*
     
               (10.31)      Subordinated  Multifamily  Mortgage Assignment  of
                            Rents  and Security  Agreement dated  December 14,
                                       -17-

                            1993 between Longa Vita Corp. and Krupp Government
                            Income  Trust  II.[Exhibit  10.31 to  Registrant s
                            report on Form  10-K for the year  ended  December
                            31, 1995 (File No. 0-20164)].*

               (10.32)      Additional Loan Agreement dated December  14, 1993
                            between  the Evelyn Insoft, Sidney Insoft, Richard
                            Slifka and Alfred A.  Silfka, Longa Vita Corp. and
                            Krupp Government Income Trust II.[Exhibit 10.32 to
                            Registrant s  report on  Form  10-K  for the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.33)      Mortgage  Note dated  December  14,  1993  between
                            Longa Vita Corp. and Cambridge Healthcare Funding,
                            Inc.[Exhibit 10.33 to Registrant s report  on Form
                            10-K for  the year  ended December 31,  1995 (File
                            No. 0-20164)].*
    
               (10.34)      Agreement  re Subordinated Note dated December 14,
                            1993  between  Cambridge Healthcare  Funding, Inc.
                            and  Krupp  Government  Income  Trust  II.[Exhibit
                            10.34 to Registrant s report  on Form 10-K for the
                            year ended December 31, 1995 (File No. 0-20164)].*

                  Sunset Summit

               (10.35)      Subordinated  Loan  Agreement  dated November  24,
                            1993 between Sunset Summit Limited Partnership and
                            Krupp Government Income Trust II [Exhibit 10.21 to
                            Registrant's  report on  Form  10-K for  the  year
                            ended December 31, 1994 (File No. 0-20164)].*
     
               (10.36)      Subordinated Note dated November 24,  1993 between
                            Sunset  Summit  Limited   Partnership  and   Krupp
                            Government  Income  Trust  II  [Exhibit  10.22  to
                            Registrant's  report on  Form  10-K  for the  year
                            ended December 31, 1994 (File No. 0-20164)].*

               (10.37)      Subordination  Agreement  dated November  24, 1993
                            between BMFLP, Sunset  Summit Limited  Partnership
                            and  Krupp  Government  Income Trust  II  [Exhibit
                            10.23 to Registrant's report  on Form 10-K for the
                            year ended December 31, 1994 (File No. 0-20164)].*

               (10.38)      Assignment   of   Subordination  Agreement   dated
                            November  24, 1993 from Berkshire Mortgage Finance
                            Limited  Partnership  to   the  Federal   National
                            Mortgage Association by and between  Sunset Summit
                            Limited  Partnership,  Berkshire Mortgage  Finance
                            Limited  Partnership  and Krupp  Government Income
                            Trust II [Exhibit 10.24 to Registrant's report  on
                            Form  10-K for  the year  ended December  31, 1994
                            (File No. 0-20164)].*

               (10.39)      Subordinate  Multifamily Mortgage  Agreement dated
                            November  24, 1993  between Sunset  Summit Limited
                            Partnership  and Krupp Government  Income Trust II
                                       -18-
                            [Exhibit 10.25 to Registrant's report on Form 10-K
                            for the  year ended December 31, 1994 (File No. 0-
                            20164)].*

               (10.40)      Supplement to Prospectus dated January 1, 1994 for
                            Federal National Mortgage Association  pool number
                            MX - 073030 [Exhibit 10.26 to  Registrant's report
                            on Form 10-K for the  year ended December 31, 1994
                            (File No. 0-20164)].*

                  Windsor Lake

               (10.41)      Subordinated  Loan Agreement  dated June  16, 1994
                            between Cedar  Lake  L. P.  and  Krupp  Government
                            Income Trust  II  [Exhibit 10.27  to  Registrant's
                            report on  Form 10-K  for the year  ended December
                            31, 1994 (File No. 0-20164)].*

               (10.42)      Subordinate Note dated June 16, 1994 between Cedar
                            Lake L.  P. and  Krupp Government Income  Trust II
                            [Exhibit 10.28 to     Registrant's  report on Form
                            10-K for  the year  ended December 31,  1994 (File
                            No. 0-20164)].*

               (10.43)      Subordination  Agreement  dated   June  16,   1994
                            between   Berkshire   Mortgage   Finance   Limited
                            Partnership, Cedar Lake L. P. and Krupp Government
                            Income  Trust  II [Exhibit  10.29  to Registrant's
                            report on  Form 10-K  for the year  ended December
                            31, 1994 (File No. 0-20164)].*

               (10.44)      Assignment of Subordination  Agreement dated  June
                            16,  1994 from Berkshire  Mortgage Finance Limited
                            Partnership  to  the  Federal   National  Mortgage
                            Association  by and between,  Cedar Lake  L.P. and
                            Berkshire Mortgage Finance Limited Partnership and
                            Krupp Government Income Trust II [Exhibit 10.30 to
                            Registrant's  report on  Form  10-K  for the  year
                            ended December 31, 1994 (File No. 0-20164)].*

               (10.45)      Subordinate  Multifamily  Deed   to  Secure   Debt
                            Agreement  dated June 16,  1994 between Cedar Lake
                            L.P. and Krupp Government Income Trust II [Exhibit
                            10.31 to Registrant's report  on Form 10-K for the
                            year ended December 31, 1994 (File No. 0-20164)].*

               (10.46)      Supplement to Prospectus dated October 1, 1994 for
                            Federal National Mortgage Association  pool number
                            MX - 073039 [Exhibit 10.32 to  Registrant's report
                            on Form 10-K for the year ended December  31, 1994
                            (File No. 0-20164)].*

                  Oasis at Springtree

               (10.47)      Subordinate Note dated June 16, 1994 between Oasis
                            at   Springtree,  Inc. and Krupp Government Income
                            Trust II [Exhibit 10.33  to Registrant's report on
                                       -19-
                            Form  10-K for  the year  ended December  31, 1994
                            (File No. 0-20164)].*


               (10.48)      Subordinated Loan Agreement  dated August 11, 1994
                            between Joseph  Kodsi and  Albert Kodsi, Oasis  at
                            Springtree,  Inc.,  and  Krupp  Government  Income
                            Trust II.[Exhibit 10.48  to Registrant s report on
                            Form  10-K for  the year  ended December  31, 1995
                            (File No. 0-20164)].*

               (10.49)      Subordination  Agreement  dated  August  11,  1994
                            between   Berkshire   Mortgage   Finance   Limited
                            Partnership, Oasis  at Springtree, Inc.  and Krupp
                            Government  Income  Trust  II.[Exhibit   10.49  to
                            Registrant s  report on  Form  10-K for  the  year
                            ended December 31, 1995 (File. No 0-20164)].*

               (10.50)      Assignment of Subordination Agreement dated August
                            11,  1994 for  Berkshire Mortgage  Finance Limited
                            Partnership   with   Federal   National   Mortgage
                            Association  by and  between Oasis  at Springtree,
                            Inc.,    Berkshire   Mortgage    Finance   Limited
                            Partnership  and  Krupp  Government  Income  Trust
                            II.[Exhibit 10.50 to  Registrant s report on  Form
                            10-K for  the year  ended December 31,  1995 (File
                            No. 0-20164)].*

               (10.51)      Subordinated  Multifamily  Mortgage Assignment  of
                            Rents and Security Agreement dated August 11, 1994
                            between   Oasis  at  Springtree,  Inc.  and  Krupp
                            Government  Income  Trust  II.[Exhibit   10.51  to
                            Registrant s  report  on Form  10-K  for  the year
                            ended  December 31, 1995 (File No. 0-20164)].*

               (10.52)      Supplement to Prospectus dated January 1, 1994 for
                            Federal National Mortgage Association  pool number
                            MX - 073043.[Exhibit  10.52 to Registrant s report
                            on Form 10-K for the year ended  December 31, 1995
                            (File No. 0-20164)].*

                  St Germain

               (10.53)      Supplement to  Prospectus dated April  1, 1994 for
                            Federal National Mortgage Association  pool number
                            MX  - 073031 [Exhibit 10.34 to Registrant's report
                            on Form  10-K for the year ended December 31, 1994
                            (File No. 0-20164)].*

               (10.54)      Subordinated  Loan  Agreement  dated November  24,
                            1993 between Abbey St. Germain Limited Partnership
                            and  Krupp Government  Income  Trust  II  [Exhibit
                            10.35 to Registrant's report  on Form 10-K for the
                            year ended December 31, 1994 (File No. 0-20164)].*

               (10.55)      Subordinate Note  dated December 17,  1993 between
                            Abbey  St. Germain  Limited Partnership  and Krupp
                                       -20-
                            Government  Income  Trust  II.[Exhibit   10.55  to
                            Registrant s  report on  Form  10-K for  the  year
                            ended December 31, 1995 (File No. 0-20164)].*
    
               (10.56)      Multifamily    Mortgage  Assignment of  Rents  and
                            Security Agreement dated December 17, 1993 between
                            Abbey St. Germain Limited    Partnership and Krupp
                            Government  Income  Trust  II.[Exhibit   10.56  to
                            Registrant s  report on  Form  10-K for  the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.57)      Subordination  Agreement  dated December  17, 1993
                            between      Berkshire  Mortgage  Finance  Limited
                            Partnership, Abbey St. Germain Limited Partnership
                            and  Krupp  Government  Income  Trust  II.[Exhibit
                            10.57 to Registrant s report  on Form 10-K for the
                            year ended December 31, 1995 (File No. 0-20164)].*

               (10.58)      Supplement to Prospectus  dated April 1, 1994  for
                            Federal National Mortgage Association  pool number
                            MX - 073032 [Exhibit 10.36 to  Registrant's report
                            on Form 10-K for the year  ended December 31, 1994
                            (File No. 0-20164)].*

               (10.59)      Subordinated  Loan  Agreement  dated November  24,
                            1993 between Abbey St. Germain Limited Partnership
                            and  Krupp  Government  Income  Trust  II [Exhibit
                            10.37 to Registrant's report  on Form 10-K for the
                            year ended December 31, 1994 (File No. 0-20164)].*

               (10.60)      Subordinated  Note dated December 17, 1993 between
                            Abbey  St. Germain  Limited Partnership  and Krupp
                            Government  Income  Trust  II.[Exhibit   10.60  to
                            Registrant s  report  on  Form 10-K  for  the year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.61)      Multifamily   Mortgage  Assignment  of  Rents  and
                            Security Agreement dated December 17, 1993 between
                            Abbey  St. Germain  Limited Partnership  and Krupp
                            Government  Income  Trust  II.[Exhibit   10.61  to
                            Registrant s report form 10-K  for the year  ended
                            December 31, 1995 (File No. 0-20164)].*

               (10.62)      Subordination  Agreement  dated December  17, 1993
                            between   Berkshire   Mortgage   Finance   Limited
                            Partnership, Abbey St. Germain Limited Partnership
                            and  Krupp  Government  Income  Trust  II.[Exhibit
                            10.62 to Registrant s report  on Form 10-K for the
                            year ended December 31, 1995 (File No. 0-20164)].*
    
               (10.63)      Supplement to  Prospectus dated April  1, 1994 for
                            Federal National Mortgage Association  pool number
                            MX  - 073033 [Exhibit 10.38 to Registrant's report
                            on Form 10-K for the year ended  December 31, 1994
                            (File No. 0-20164)].*


                                       -21-

               (10.64)      Subordinated  Loan  Agreement  dated November  24,
                            1993 between Abbey St. Germain Limited Partnership
                            and  Krupp  Government  Income  Trust  II [Exhibit
                            10.39 to Registrant's report  on Form 10-K for the
                            year ended December 31, 1994 (File No. 0-20164)].*

               (10.65)      Subordinated  Note dated December 17, 1993 between
                            Abbey  St. Germain  Limited Partnership  and Krupp
                            Government  Income  Trust  II.[Exhibit   10.65  to
                            Registrant s  report on  Form  10-K  for the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.66)      Multifamily  Mortgage  Assignment  of   Rents  and
                            Security Agreement dated December 17, 1993 between
                            Abbey  St. Germain  Limited Partnership  and Krupp
                            Government  Income  Trust  II.[Exhibit   10.66  to
                            Registrant s  report on  Form  10-K  for the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.67)      Subordination  Agreement  dated December  17, 1993
                            between      Berkshire  Mortgage  Finance  Limited
                            Partnership, Abbey St. Germain Limited Partnership
                            and  Krupp  Government  Income  Trust  II.[Exhibit
                            10.67 to Registrant s report  on Form 10-K for the
                            year ended December 31, 1995 (File No. 0-20164)].*
    
               (10.68)      Supplement to Prospectus dated  April 1, 1994  for
                            Federal National Mortgage Association  pool number
                            MX - 073034 [Exhibit  10.40 to Registrant's report
                            on Form 10-K for the  year ended December 31, 1994
                            (File No. 0-20164)].*

               (10.69)      Subordinated  Loan  Agreement  dated November  24,
                            1993 between Abbey St. Germain Limited Partnership
                            and  Krupp  Government  Income Trust  II  [Exhibit
                            10.41 to Registrant's report  on Form 10-K for the
                            year ended December 31, 1994 (File No. 0-20164)].*

               (10.70)      Subordinated Note dated December 17,  1993 between
                            Abbey  St. Germain  Limited Partnership  and Krupp
                            Government  Income  Trust  II.[Exhibit   10.70  to
                            Registrant s report  on  Form 10-K  for  the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.71)      Multifamily  Mortgage  Assignment  of   Rents  and
                            Security Agreement dated December 17, 1993 between
                            Abbey  St. Germain  Limited Partnership  and Krupp
                            Government  Income  Trust  II.[Exhibit   10.71  to
                            Registrant s report  on  Form 10-K  for  the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.72)      Subordination  Agreement  dated December  17, 1993
                            between   Berkshire   Mortgage   Finance   Limited
                            Partnership, Abbey St. Germain Limited Partnership
                            and  Krupp  Government  Income  Trust  II.[Exhibit


                                       -22-
                            10.72 to Registrant s report  on Form 10-K for the
                            year ended December 31, 1995 (File No. 0-20164)].*

                  The Willows

               (10.73)      Subordinated Loan Agreement dated November 9, 1994
                            between Mark Odell, Phyllis Odell, CPM Realty, CPM
                            Properties Limited Partnership,  and CPM  Willows,
                            L.P. and Krupp Government Income Trust II.[Exhibit
                            10.73 to Registrant s report  on Form 10-K for the
                            year ended December 31, 1995 (File No. 0-20164)].*

               (10.74)      Subordinate  Note dated  November 9,  1994 between
                            CPM  Willows,  L.P.  and Krupp  Government  Income
                            Trust II.[Exhibit 10.74 to Registrant s  report on
                            Form  10-K for  the year  ended December  31, 1995
                            (File No. 0-20164)].*

               (10.75)      Subordinated Multifamily Deed of Trust, Assignment
                            of Rents  and Security Agreement dated November 9,
                            1994  between   CPM   Willows,  L.P.   and   Krupp
                            Government  Income  Trust  II.[Exhibit   10.75  to
                            Registrant s  report on  Form  10-K for  the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.76)      Subordination  Agreement  dated  November 9,  1994
                            between   Berkshire   Mortgage   Finance   Limited
                            Partnership,   CPM   Willows,   L.P.   and   Krupp
                            Government  Income  Trust  II.[Exhibit   10.76  to
                            Registrant s  report on  Form  10-K for  the  year
                            ended December 31, 1995 (File No. 0-20164)].*


               (10.77)      Assignment   of   Subordination  Agreement   dated
                            November 9,  1994 from Berkshire  Mortgage Finance
                            Limited  Partnership  to   the  Federal   National
                            Mortgage Association by  and between CPM  Willows,
                            L.P.,    Berkshire   Mortgage    Finance   Limited
                            Partnership  and  Krupp  Government  Income  Trust
                            II.[Exhibit 10.77 to  Registrant s report on  Form
                            10-K for  the year  ended December 31,  1995 (File
                            No. 0-20164)].*

               (10.78)      Supplement to Prospectus dated January 1, 1994 for
                            Federal National Mortgage Association  pool number
                            MX  - 073057 [Exhibit 10.42 to Registrant's report
                            on Form  10-K for the year ended December 31, 1994
                            (File No. 0-20164)].*

                  Windmill Lakes

               (10.79)      Subordinated  Loan  Agreement dated  February   3,
                            1995 between  Robert B.  Kramer  and Rose  Berger,
                            Windmill Lakes, Inc., and Krupp  Government Income
                            Trust II [Exhibit 10.1  to Registrant's report  on


                                       -23-

                            Form 10-Q for the quarter ended September 30, 1995
                            (File No. 0-20164)].*

               (10.80)      Subordinate Note dated February   3, 1995  between
                            Windmill Lakes, Inc.,  and Krupp Government Income
                            Trust II [Exhibit 10.2  to Registrant's report  on
                            Form 10-Q for the quarter ended September 30, 1995
                            (File No. 0-20164)].*

               (10.81)      Subordinate  Multifamily Mortgage  Agreement dated
                            February 3, 1995 between Windmill Lakes, Inc., and
                            Krupp Government Income Trust II  [Exhibit 10.3 to
                            Registrant's report on Form  10-Q for the  quarter
                            ended September 30, 1995 (File No. 0-20164)].*

               (10.82)      Subordination  Agreement dated February 3, 1995 by
                            and   among   Green    Park   Financial    Limited
                            Partnership, Krupp Government Income Trust  II and
                            Windmill Lakes, Inc. [Exhibit 10.4 to Registrant's
                            report  on  Form  10-Q   for  the  quarter   ended
                            September 30, 1995 (File No. 0-20164)].*

                  The Lakes

               (10.83)      Subordinated Loan Agreement  dated June 29,  1995,
                            between   Lake  Associates,   L.   P.  and   Krupp
                            Government  Income  Trust  II  [Exhibit   10.5  to
                            Registrant's  report on Form  10-Q for the quarter
                            ended September 30, 1995 (File No. 0-20164)].*

               (10.84)      Subordinate Note dated June 29, 1995, between Lake
                            Associates,  L.  P.  and Krupp  Government  Income
                            Trust II [Exhibit  10.6 to Registrant's report  on
                            Form 10-Q for the quarter ended September 30, 1995
                            (File No. 0-20164)].*

               (10.85)      Subordinate  Multifamily  Mortgage to  Secure Debt
                            Agreement  dated  June   29,  1995,  between  Lake
                            Associates, L.  P.   and  Krupp Government  Income
                            Trust II [Exhibit  10.7 to Registrant's report  on
                            Form 10-Q for the quarter ended September 30, 1995
                            (File No. 0-20164)].*

               (10.86)      Subordination  Agreement  dated  June   29,  1995,
                            between   Berkshire   Mortgage   Finance   Limited
                            Partnership,  Lake Associates,  L.  P.  and  Krupp
                            Government  Income  Trust   II  [Exhibit  10.8  to
                            Registrant's report on Form  10-Q for the  quarter
                            ended September 30, 1995 (File No. 0-20164)].*



               (10.87)      Assignment of Subordination  Agreement dated  June
                            29, 1995, from Berkshire Mortgage  Finance Limited
                            Partnership  to  the  Federal   National  Mortgage
                            Association by and  between, Lake Associates, L.P.

                                       -24-
                            and Berkshire Mortgage Finance Limited Partnership
                            and Krupp Government Income Trust II [Exhibit 10.9
                            to  Registrant's  report  on  Form  10-Q  for  the
                            quarter  ended  September 30,  1995  (File No.  0-
                            20164)].*

               (10.88)      Supplement  to Prospectus  dated November  1, 1994
                            for  Federal  National  Mortgage Association  pool
                            number MX - 073149 [Exhibit 10.10 to  Registrant's
                            report  on   Form  10-Q  for  the   quarter  ended
                            September 30, 1995 (File No. 0-20164)].*

                  The Fountains

               (10.89)      Subordinated Promissory Note dated April  24, 1995
                            between  CSM  Fountains  Limited  Partnership  and
                            Krupp Government Income Trust II [Exhibit 10.11 to
                            Registrant's report on  Form 10-Q for  the quarter
                            ended September 30, 1995 (File No. 0-20164)].*

               (10.90)      Agreement  Re:  Subordinated  Note dated April 24,
                            1995    between    Berkshire   Mortgage    Finance
                            Corporation and  Krupp Government Income  Trust II
                            [Exhibit 10.12 to Registrant's report on Form 10-Q
                            for the quarter ended September 30, 1995 (File No.
                            0-20164)].*

               (10.91)      Subordinated  Multifamily  Mortgage Assignment  of
                            Rents and Security Agreement  dated April 24, 1995
                            between  CSM  Fountains  Limited  Partnership  and
                            Krupp Government Income Trust II [Exhibit 10.13 to
                            Registrant's report on  Form 10-Q for  the quarter
                            ended September 30, 1995 (File No. 0-20164)].*

                  Falls at Hunter Pointe

               (10.92)      Additional Loan Note dated August 5, 1993  between
                            Goulding  L.  Stoddard   ("Borrower")  and   Krupp
                            Government Income  Trust ("Holder").[Exhibit 10.92
                            to Registrant s  report on Form 10-K  for the year
                            ended December 31, 1995 (File No. 0-20164)].*
     
               (10.93)      Additional  Loan  Agreement dated  August  5, 1993
                            between  Goulding  L.  Stoddard  ("Borrower")  and
                            Krupp  Government Income  Trust("Holder").[Exhibit
                            10.93 to Registrant s report  on Form 10-K for the
                            year ended December 31, 1995 (File No. 0-20164)].*

               (10.94)      Subordinated Promissory Note, dated August 4, 1993
                            between Hunters Pointe  Associates, Ltd.  ("Maker"
                            or "Mortgagor") and Krupp Government  Income Trust
                            ("Holder").[Exhibit  10.94 to  Registrant s report
                            on Form 10-K for the  year ended December 31, 1995
                            (File No. 0-20164)].*



                                       -25-
               (10.95)      Agreement  re  Subordinated Note  dated  August 5,
                            1993  between TRI  Capital  Corporation and  Krupp
                            Government   Income    Trust.[Exhibit   10.95   to
                            Registrant s  report  on Form  10-K  for the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.96)      Subordinated Multifamily Deed of Trust, Assignment
                            of Rents  and Security  Agreement dated  August 5,
                            1993  between Hunters Pointe  Associates, Ltd. and
                            Krupp  Government  Income Trust.[Exhibit  10.96 to
                            Registrant s  report  on Form  10-K  for the  year
                            ended December 31, 1995 (File No. 0-20164)].*



               (10.97)      Participation and Servicing Agreement dated August
                            5, 1993 by and between TRI Capital Corporation and
                            Krupp  Government  Income Trust.[Exhibit  10.97 to
                            Registrant s  report  on Form  10-K  for  the year
                            ended December 31, 1995 (File No. 0-20164)].*
     
                  Rivergreens Apartments

               (10.98)      Mortgage  Note  dated  August  19,   1993  between
                            Rivergreens Associates II Limited  Partnership and
                            Krupp        Mortgage       Company        Limited
                            Partnership.[Exhibit 10.98  to Registrant s report
                            on Form 10-K for the year ended December 31,  1995
                            (File No. 0-20164)].*

               (10.99)      Subordinated  Promissory  Note,  dated August  19,
                            1993,  between  Rivergreens Associates  II Limited
                            Partnership  and  Krupp         Government  Income
                            Trust.[Exhibit  10.99  to  Registrant s report  on
                            Form  10-K for  the year  ended December  31, 1995
                            (File No. 0-20164)].*

               (10.100)     Subordinated Multifamily Deed of Trust, Assignment
                            of Rents and  Security Agreement dated  August 19,
                            1993  between  Rivergreens  Associates II  Limited
                            Partnership  and  Krupp  Government  Income  Trust
                            II.[Exhibit 10.100 to Registrant s report  on Form
                            10-K for  the year  ended December 31,  1995 (File
                            No. 0-20164)].*

                  Mill Pond II Apartments

               (10.101)     Mortgage Note dated July 26, 1994 for Mill Pond II
                            Limited  Partnership  and  Krupp Mortgage  Company
                            Limited     Partnership.[Exhibit     10.101     to
                            Registrant s  report on  Form  10-K for  the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.102)     Multifamily  Subordinated Mortgage,  Assignment of
                            Rents and Security Agreement  dated July 26,  1994
                            between   Mill  Pond II  Limited  Partnership  and

                                       -26-
                            Krupp Government Income  Trust II.[Exhibit  10.102
                            to Registrant s  report on Form 10-K  for the year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.103)     Subordinated Promissory Note, dated July 26, 1994,
                            between Mill Pond II Limited Partnership and Krupp
                            Government   Income   Trust.[Exhibit   10.103   to
                            Registrant s  report on  Form  10-K  for the  year
                            ended December 31, 1995 (File No. 0-20164)].*

               (10.104)     Agreement  re  Subordinated  Note dated  July  26,
                            1994,    between   Berkshire    Mortgage   Finance
                            Corporation    and    Krupp   Government    Income
                            Trust.[Exhibit  10.104  to Registrant s  report on
                            Form  10-K for  the year  ended December  31, 1995
                            (File No. 0-20164)].*

               * Incorporated by reference


   (c)    Reports on Form 8-K

               The  Trust did  not file  any  reports on  Form 8-K  during the
               quarter ended December 31, 1996.

































                                       -27-

                                    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 11th day of March, 1997.

                            KRUPP GOVERNMENT INCOME TRUST II




                            By: /s/ Douglas Krupp                  
                                              Doorge Krupp, Chairman of Board
                                              of Trustees and a Trustee of
                                              Krupp Government Income Trust II

          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 11th day of March, 1997.

               Signatures   Title(s)


   /s/ Douglas Krupp        Chairman  of  Board of  Trustees and a
   Douglas Krupp            Trustee of Krupp Government Income Trust II


   /s/ Laurence Gerber      President and a Trustee of Krupp
   Laurence Gerber          Government Income Trust II


   /s/ Robert A. Barrows    Vice President  and Treasurer of Krupp
   Robert A. Barrows        Government Income Trust II


   /s/ Charles N. Goldberg  Trustee   of  Krupp   Government Income Trust II
   Charles N. Goldberg


   /s/ E. Robert Roskind    Trustee   of  Krupp   Government Income Trust II
   E. Robert Roskind


   /s/ J. Paul Finnegan     Trustee   of   Krupp  Government Income Trust II
   J. Paul Finnegan






                                       -28-

                                    APPENDIX A

                         KRUPP GOVERNMENT INCOME TRUST II
                                              


                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                               ITEM 8 of FORM 10-K

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


                                                  F-1








                         KRUPP GOVERNMENT INCOME TRUST II

               INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                               





   Report of Independent Accountants                                       F-3


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


   Statements of Income for the Years Ended December 31, 1996, 1995
    and 1994                                                               F-5


   Statements of Changes in Shareholders' 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-19

   Supplementary Data - Selected Quarterly Financial Data (Unaudited)     F-20



   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.





















                                                  F-2
<PAGE>









                        REPORT OF INDEPENDENT ACCOUNTANTS
                                              






   To the Shareholders of
   Krupp Government Income Trust II:

          We  have audited the financial statements of Krupp Government Income
   Trust II (the "Trust") listed in the  index on page F-2 of this Form  10-K.
   These  financial statements  are  the responsibility  of  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.

          In our opinion, the  financial statements referred to  above present
   fairly,  in  all  material  respects,  the  financial  position   of  Krupp
   Government Income Trust II 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
   February 27, 1997
<PAGE>






                                   KRUPP GOVERNMENT INCOME TRUST II
<TABLE>
                                            BALANCE SHEETS

                                      December 31, 1996 and 1995
                                                         

                                                ASSETS

<CAPTION>
                                                               1996           1995

            <S>                                             <C>            <C>
            Participating Insured Mortgage Investments
             ("PIMIs")(Notes B, C and I):                     
              Insured mortgages                             $150,454,030   $150,448,995
              Additional loans                                29,952,351     29,952,351
            Participating Insured Mortgages ("PIMs")  
              (Notes B, D and I)                              49,622,337     45,436,663
            Mortgage-Backed Securities ("MBS")
              (Notes B, E and I)                              40,581,650     48,851,858

                    Total mortgage investments               270,610,368    274,689,867

            Cash and cash equivalents (Notes B and I)          9,214,592     11,675,494
            Prepaid acquisition fees and expenses, net of 
             accumulated amortization of $4,510,838 and
             $2,922,496 (Note B)                              11,972,804     13,561,146
            Prepaid participation servicing fees, net of       
             accumulated amortization of $1,260,283 and
             $761,220 (Note B)                                 4,234,264      4,733,327
            Interest receivable and other assets               2,264,687      2,305,349

                    Total assets                            $298,296,715   $306,965,183

                                 LIABILITIES AND SHAREHOLDERS' EQUITY

            Deferred income on Additional Loans (Note B)    $  1,582,054   $  1,026,622
            Other liabilities                                     27,085         20,576

                    Total liabilities                          1,609,139      1,047,198

            Commitments (Notes C, D and I)

            Shareholders' equity (Notes A and F):
              Common stock, no par value; 25,000,000
               Shares authorized; 18,371,477 Shares
               issued and outstanding                        296,565,241    304,530,460

              Unrealized gain on MBS (Note B)                    122,335      1,387,525
                                                                           T  o  t  a  l
            Shareholders' equity                             296,687,576    305,917,985

                    Total liabilities and Shareholders'
                     equity                                 $298,296,715   $306,965,183

</TABLE>


                                                  F-4

                                The accompanying notes are an integral
                                   part of the financial statements.




                                                  F-5







                                   KRUPP GOVERNMENT INCOME TRUST II
<TABLE>
                                         STATEMENTS OF INCOME

                         For the Years Ended December 31, 1996, 1995 and 1994
                                                          

<CAPTION>
                                                      1996         1995          1994   

            <S>                                  <C>          <C>           <C>
            Revenues:
              Interest income - PIMs and PIMIs:
                Base interest                     $13,952,237  $12,371,386   $ 8,224,581 
                Additional Loan interest            1,521,980    1,473,597       800,128
                Participation interest                767,747      422,195       129,815
              Interest income - MBS                 3,122,508    4,615,991     6,731,862
              Interest income - other                 512,459    1,149,519     2,313,327

                  Total revenues                   19,876,931   20,032,688    18,199,713

            Expenses:
              Asset management fee to an
               affiliate (Note G)                   2,056,861    2,121,271     1,967,149
              Expense reimbursements to 
               affiliates (Note G)                    391,260      484,718       535,024
              Amortization of prepaid expenses,
               fees and organization costs          2,094,905    1,909,898     1,423,235
              General and administrative              334,723      391,013       392,536
              Loss on sale of MBS                      -         1,379,074        -     

                  Total expenses                    4,877,749    6,285,974     4,317,944

            Net income (Notes B and H)            $14,999,182  $13,746,714   $13,881,769

            Earnings per share                    $       .82  $       .75   $       .76

            Weighted average shares 
              outstanding                          18,371,477   18,371,477    18,371,477


</TABLE>


                                                  F-6


                                The accompanying notes are an integral
                                   part of the financial statements.



                                                 F-7







                                       KRUPP GOVERNMENT INCOME TRUST II

<TABLE>
                                STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                             For the Years Ended December 31, 1996, 1995 and 1994
                                                             

<CAPTION>
                                                                                      Total
                                                        Retained    Unrealized     Shareholders'
                                       Common Stock     Earnings    Gain on MBS       Equity    

      <S>                              <C>            <C>           <C>            <C>
      Balance at December 31, 1993     $322,830,753   $    -        $     -        $322,830,753

      Dividends                          (9,082,603)  (13,881,769)        -         (22,964,372)

      Net income                            -          13,881,769         -          13,881,769

      Balance at December 31, 1994      313,748,150        -              -         313,748,150

      Dividends                          (9,217,690)  (13,746,714)        -         (22,964,404)

      Net income                             -         13,746,714         -          13,746,714

      Change in unrealized gain on MBS       -              -          1,387,525      1,387,525

      Balance at December 31, 1995      304,530,460         -          1,387,525    305,917,985

      Dividends (Notes F and H)          (7,965,219)  (14,999,182)        -         (22,964,401)

      Net income (Note H)                    -         14,999,182         -          14,999,182

      Change in unrealized gain on MBS       -              -         (1,265,190)    (1,265,190)

      Balance at December 31, 1996     $296,565,241   $     -       $    122,335   $296,687,576


      Shared issued  and outstanding  for each  of the three  years ended  December 31,  1996 are
      18,371,477 
</TABLE>


                                                 F-8

                                 The accompanying notes are an integral
                                   part of the financial statements.



                                                 F-9







                                 KRUPP GOVERNMENT INCOME TRUST II

<TABLE>
                                     STATEMENTS OF CASH FLOWS

                        For the Year Ended December 31, 1996, 1995 and 1994
                                                       

<CAPTION>
                                                     1996           1995            1994

      <S>                                        <C>             <C>            <C>
      Operating activities:
       Net income                                $ 14,999,182    $ 13,746,714   $ 13,881,769
       Adjustments to reconcile net income
        to net cash provided by operating
        activities:
        Loss on sale of MBS                            -            1,379,074         -
        Premium amortization                          169,589         232,104      1,239,959
        Amortization of prepaid expenses,
        fees and organization costs                 2,094,905       1,909,898      1,423,235
        Changes in assets and liabilities:
         Decrease (increase) in interest 
            receivable and other assets                33,162         253,750       (489,633)
         Increase(decrease) in other
          liabilities                                   6,509            (967)        (2,914)

         Net cash provided by
          operating activities                     17,303,347      17,520,573     16,052,416

      Investing activities:
       Investment in PIMs                          (5,824,611)    (46,065,971)   (70,099,423)
       Investment in Additional Loans                  -           (6,600,000)    (5,090,000)
       Decrease in other investments                   -               -          29,912,892
       Proceeds from sale of MBS                       -           39,885,582         -
       Principal collections on MBS                 7,427,029       8,404,511     35,403,776
       Principal collections on PIMs                1,633,902       1,299,930        781,047
       Acquisition of MBS                            (591,600)         -              -
       Increase in deferred income on
         Additional Loans                             555,432         546,081        480,541
       Increase in prepaid expenses                    -               -            (445,678)

         Net cash provided by (used 
            for) investing activities               3,200,152     ( 2,529,867)    (9,056,845)

      Financing activity:
       Dividends                                  (22,964,401)    (22,964,404)   (22,964,372)

      Net decrease in cash and cash
       equivalents                                 (2,460,902)     (7,973,698)   (15,968,801)

      Cash and cash equivalents, beginning
       of period                                   11,675,494      19,649,192     35,617,993

      Cash and cash equivalents, end of 
       period                                    $  9,214,592    $ 11,675,494   $ 19,649,192

</TABLE>


                                                  F-10

                                 The accompanying notes are an integral
                                   part of the financial statements.


                                                F-11



                         KRUPP GOVERNMENT INCOME TRUST II

                          NOTES TO FINANCIAL STATEMENTS
                                                

   A.  Organization

       Krupp Government Income Trust  II (the "Trust") was formed  on February
       8,  1991 by  filing  a Declaration  of  Trust  in The  Commonwealth  of
       Massachusetts.  The Trust is authorized to sell and issue not more than
       25,000,000  shares of  beneficial interest  (the "Shares").   Berkshire
       Realty  Advisors Limited Partnership acquired 10,000 of such Shares for
       $200,000 and  18,315,158  Shares  were sold  for  $365,686,058  net  of
       purchase volume  discounts of  $617,102 under  a public  offering which
       commenced on September 11, 1991 and was completed on February 12, 1993.
       Under the  Dividend Reinvestment Plan ("DRP"), 46,319  Shares were sold
       for $880,061.  The Trust shall  terminate on December 31, 2030,  unless
       earlier terminated by the affirmative vote  of holders of a majority of
       the outstanding Shares entitled to vote thereon.  On December 29, 1994,
       Berkshire  Mortgage  Advisors  Limited Partnership  acquired  Berkshire
       Realty  Advisors Limited  Partnership's 10,000  Shares and  assumed the
       role of the Advisor to the Trust.

       The  Trustees of  the Trust  desire that  the Trust  qualify as  a real
       estate investment  trust ("REIT"),  under  the REIT  Provisions of  the
       Internal Revenue Code of 1986 (the  "Code") as amended.  To continue to
       qualify as  a REIT  for federal  income  tax purposes,  the Trust  must
       continually satisfy a range  of complex requirements which  require the
       Trust  to meet  certain  criteria concerning,  among other  things, its
       share of  ownership, the nature of its assets, the source of its income
       and  the  amount of  its distributions  to  shareholders.   An election
       continues  in   effect  until  voluntarily  revoked   or  automatically
       terminated by  the Trust's failure to  qualify as a REIT  for a taxable
       year.  The Trust was organized and intends to conduct its operations to
       enable it  to qualify as  a REIT under the  Code.  However,  should the
       Trust not qualify as a REIT in any taxable year, it would be taxed as a
       corporation and the  distributions to  shareholders would  be taxed  as
       dividends to the shareholders of the corporation.

   B.  Significant Accounting Policies

       The  Trust  uses  the   following  accounting  policies  for  financial
       reporting purposes:

         MBS

         At  December 31,  1995, the  Trust in  accordance with  the Financial
         Accounting  Standards  Board's  Special  Report   on  Statement  115,
         "Accounting for  Certain Investments in Debt  and Equity Securities",
         reclassified  its MBS portfolio  from held-to-maturity  to available-
         for-sale.   The  Trust  carries  its MBS  at  fair  market value  and
         reflects  any unrealized  gains (losses) as  a separate  component of
         Shareholders'  Equity.  Prior to December 31, 1995, the Trust carried
         its  MBS portfolio at amortized  cost.  The  Trust amortizes purchase
         premiums or discounts over the life of the underlying mortgages using
         the effective interest method.

         PIMs and PIMIs


                                       F-12

                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

         The Trust carries its investments in PIMs and PIMIs (consisting of an
         insured mortgage and Additional Loan) at amortized cost as it has the
         ability and intention to  hold these investments.  Basic  interest is
         recognized based on the stated  rate of  the Department of  Housing
         and  Urban Development  ("HUD") insured  mortgage  (less the 
         servicer's fee)  or  the stated  coupon  rate  of  the Federal 
         National Mortgage Association ("FNMA") MBS.  The Trust recognizes
         interest related to the  


                                    Continued
   B.  Significant Accounting Policies, Continued

         PIMs and PIMIs, Continued

         participation  features as earned and when  it deems these amounts to
         be collectible.  The Trust defers the recognition of Additional Loan
         interest payments as income to the  extent   these  interest  payments 
         are  from  escrows
                 established with the  proceeds of the  Additional Loan.  When
                 the  properties underlying the PIMIs generate sufficient cash
                 flow from  operations to make the  required interest payments
                 under  the   Additional  Loans,   the  Trust  will   commence
                 amortizing  the deferred interest  payments into  income over
                 the remaining term of the Additional Loan.

         Cash Equivalents

         The  Trust includes  all  short-term investments  with maturities  of
         three months  or less from the  date of acquisition in  cash and cash
         equivalents.   The Trust invests  its cash primarily in  deposits and
         money market funds with a commercial bank and has not experienced any
         loss to date on its invested cash.

         Prepaid Expenses and Fees

         Prepaid expenses  and fees  represent  prepaid acquisition  fees  and
         expenses and  prepaid  participation  servicing  fees  paid  for  the
         acquisition  and servicing of  PIMs and  PIMIs.  The  Trust amortizes
         prepaid   acquisition  fees   and  expenses   using  a   method  that
         approximates  the effective interest  method over a  period of ten to
         twelve  years, which  represents the  actual maturity  or anticipated
         call date of the underlying mortgage.   Acquisition fees and expenses
         incurred on potential  acquisitions which were  not consummated  were
         charged to operations.

         The prepaid participation servicing fees are amortized using a method
         that  approximates  the effective  interest  method over  a  ten year
         period  beginning at final  endorsement of the  loan if a HUD-insured
         loan and at closing if a FNMA loan.  
         Income Taxes

         The Trust  has elected  to  be taxed  as a  REIT  under the  Internal
         Revenue Code of  1986, as amended, and  believes it will continue  to
         meet  all such  qualifications.  Accordingly,  the Trust  will not be
         subject to federal

                                       F-13



                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

         income  taxes  on amounts  distributed  to  shareholders provided  it
         distributes  annually at  least 95%  of its  REIT taxable  income and
         meets certain other requirements for qualifying as a REIT. Therefore,
         no  provision for  federal  income taxes  has  been recorded  in  the
         financial statements.
         Estimates and Assumptions

         The preparation of financial statements in accordance 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 period.  Actual  results could differ from those
         estimates.


                                    Continued
   C.  PIMIs

       The  Trust  has investments  in  twelve  PIMIs that  provide  financing
       primarily for  multi-family housing.  Each PIMI  consists of a FNMA MBS
       or  a sole participation interest in  a HUD-insured first mortgage loan
       originated under the  FHA lending program  (collectively, the  "insured
       mortgages") and an "Additional Loan" made to the borrower or the owners
       of the  borrower to provide  additional funds  for the construction  or
       permanent  financing of the property.   The FHA first mortgage loan and
       the first  mortgage  underlying  the  FNMA  MBS  provide  the  borrower
       (usually a limited partnership) with a below market interest rate loan,
       and in return, the  Trust receives a percentage  of the cash  generated
       from the property  operations ( Participating Income  Interest ) and  a
       percentage  of  any  appreciation  of  the  underlying  property  to  a
       preferred return,  then a  percentage  of any  appreciation  thereafter
       ( Participating     Appreciation    Interest )     (collectively    the
        Participation  Interest ).    The borrower  conveys  the participation
       features to  the  Trust  through  a subordinated  promissory  note  and
       mortgage   or   a   subordinate  loan   agreement   (collectively   the
       "Agreements").   The  Trust makes  the Additional  Loan under  the FNMA
       PIMIs directly to  the borrower of the  first mortgage loan  underlying
       the FNMA MBS, and  the borrower collateralizes the Additional Loan with
       a  subordinated mortgage on the property.   The owners' of the borrower
       also  pledge their  ownership interests  in the borrower  as additional
       collateral.   The Trust made the  Additional Loans of the  FHA PIMIs to
       the owners  of the entity having  the FHA first mortgage  loan, and the
       owners collateralize the  Additional Loan by  pledging their  ownership
       interests in  the borrowing  entity, their share  of any  distributions
       received,  and  the proceeds  realized  upon  the  refinancing  of  the
       property, sale of  the property or sale  of the partnership  interests.
       Unlike  the  insured  mortgages,  the  Additional  Loans  are   neither
       guaranteed nor insured.



                                       F-14

                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

       The  Trust receives monthly payments of principal and interest from the
       insured  mortgages  and  is  also  entitled  to  receive  Participation
       Interest  and  semi-annual  interest  payments  ("Base  Interest")  and
       preferred interest under  the Additional Loans  and Agreements.   While
       principal and interest payments on the insured mortgages are insured or
       guaranteed, there are limitations  to the amount and obligation  to pay
       interest under the Additional Loan and Agreements.

       The Additional Loan and Agreements for FNMA PIMIs entitles the Trust to
       receive (i)  semi-annual payments  of Base  Interest on the  Additional
       Loan,   (ii)  Participating   Income   Interest,  (iii)   Participating
       Appreciation  Interest  and (iv)  Preferred  Interest.   Base  Interest
       accrues  at the  stated  interest  rate  of  the  Additional  Loan  and
       Participating Income Interest represents  the Trust's share of the  net
       revenue  generated by  the property  at a  stated percentage  generally
       ranging  from 25%  to  35%.   Base  Interest and  Participating  Income
       Interest are payable only to the extent there is net revenue  available
       to pay  these amounts. However, should  the borrower be  unable to make
       the  full Base Interest payment, the borrower  must notify the Trust of
       the amount of the shortfall.  The Trust can require the partners of the
       borrower  to make a  capital call contribution to  the borrower to fund
       50% of  this shortfall, and the  Trust will fund the  remainder with an
       Operating Loan.  Also,  the Trust is generally limited  to receiving no
       more  than  50%  of  net  revenue  on  any  semi-annual  payment  date.
       Participating Appreciation  Interest provides  the Trust with  a stated
       percentage ranging 


                                    Continued
   C.  PIMIs, Continued

       from 25% to 30% of the excess value of the property over amounts due
       under  the first mortgage, Additional Loan and any Operating Loans, the
       repayment  of  capital call  contributions,  and a  return  of original
       equity to  the partners of  the borrower.   Participating  Appreciation
       Interest is  due upon  the sale, refinancing,  maturity or  accelerated
       maturity,  or permitted prepayment of all amounts due under the insured
       mortgage and Additional Loan.  Generally, the Trust will  not receive
       more than 50%  of the excess of  Value over the outstanding indebtedness,
       the payment  of Preferred Interest,  and the return of equity and capital
       call contributions to the partners' of the borrower.

       Preferred interest  refers to  a non-compounded cumulative  return from
       the closing date of  the loan to  the date of  calculation at a  stated
       interest  rate generally  on the  original  outstanding balance  of the
       insured  mortgage plus the Additional Loan and any other funds advanced
       to  the borrower  (reduced by  principal payments  received) less:  (i)
       interest payments on the insured mortgage, (ii)  Base Interest payments
       on the  Additional Loan, (iii) Participating Income  Interest, and (iv)
       Participating   Appreciation  Interest.     Generally,  the  amount  of

                                       F-15

                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

       Preferred  Interest owed  cannot exceed  the excess  of value  over the
       outstanding indebtedness.   Amounts due  under the Additional  Loan and
       Agreements are neither insured nor guaranteed.

       The  Agreements  for  FHA  PIMIs  entitle  the  Trust  to  receive  (i)
       Participating Income  Interest at  a stated percentage  usually ranging
       from 25% to 50% of (a) all distributable Surplus Cash  generated by the
       property  as defined  in  the regulatory  agreement of  the HUD-insured
       first  mortgage  loan,  (b)  unrestricted cash  generated  by  property
       operations,  and   (c)  unexpended  reserves  and   escrows;  and  (ii)
       Participating  Appreciation Interest  at  a  stated percentage  usually
       ranging  from 20% to 50% of the proceeds  or value of the property less
       the outstanding  indebtedness upon  the sale, refinancing,  maturity or
       accelerated maturity,  or permitted prepayment of all amounts due under
       the  insured mortgage  and Additional  Loan.   Amounts received  by the
       Trust  pursuant  to  this  Agreement  reduce amounts  payable  as  Base
       Interest and Preferred Interest under the FHA PIMI Additional Loan.

       The  FHA PIMI  Additional  Loan  Base  Interest  is  payable  from  the
       following  sources:   (i) any  Surplus Cash  received as  Participating
       Income  Interest, (ii) amounts  conveyed to the Trust  by the owners of
       the  borrower representing  distributions  of Surplus  Cash, and  (iii)
       amounts in reserve accounts  established with Additional Loan proceeds,
       if available,  and any interest earned  on these amounts.   As with the
       FNMA PIMIs, the  borrower must notify  the Trust of  the amount of  any
       Base  Interest  shortfall.   At its  option the  Trust can  require the
       owners of the borrower to make a capital  call for 50% of the shortfall
       and the Trust would forego the remainder.

       The  FHA PIMIs  also require  the payment  of Preferred  Interest  at a
       stated interest rate from the date of final endorsement to  the date of
       calculation on the original outstanding balance of the insured mortgage
       plus the Additional Loan and  any other funds advanced by the  Trust to
       the  borrower or owners of  the borrowing entity  (reduced by principal
       payments  received) less: (i) interest payments paid to the Trust under
       the  insured mortgage,  (ii) Participating  Income Interest,  and (iii)
       Base Interest payments made under the Additional Loan including amounts
       foregone by the Trust.


                                    Continued
   C.  PIMIs, Continued

       The  insured mortgage and Agreements generally have maturities of 15 to
       40 years, however, under the  Agreements  the Trust  can  accelerate the
       maturity dates at any  time after  the ninth or  tenth anniversary  of
       final endorsement for  the FHA PIMIs or  the closing date of the  FNMA
       PIMIs, upon giving twelve

                                       F-16



                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

       months written notice for the payment.  The Trust can accelerate the
       maturity  date for payment of all  amounts due under
       the  Additional Loan  and Agreements  through the  accelerated maturity
       date for  the payment of amounts  due under the Agreement  and the HUD-
       insured first  mortgage loan (providing the contract  of insurance with
       the  Secretary of  HUD is  canceled prior  to the  accelerated maturity
       date) or prepayment of the first mortgage loan underlying the FNMA MBS.

       FHA PIMIs generally cannot be prepaid for a term of five years from the
       construction completion  date or  final endorsement.   After the  fifth
       anniversary of  construction completion  or final endorsement,  the FHA
       PIMI 
       may be prepaid without penalty providing that all amounts due under the
       Agreements,  Additional Loan  and FHA insured  mortgage are  paid. FNMA
       PIMIs generally cannot be  prepaid during the five years  following the
       closing  date of the underlying  first mortgage loan.   Thereafter, the
       FNMA first mortgage loan may be prepaid subject to a prepayment penalty
       that declines  each year  for the next  five years  with no  prepayment
       penalty after  the fifth year.  Any prepayment of a FNMA PIMI generally
       requires  prepayment of the first mortgage loan underlying the FNMA MBS
       and  payment of amounts due  under the Agreements  and Additional Loan.
       The FNMA first mortgage loan would not need to be prepaid if there is a
       permitted assumption  of the first mortgage loan,  however, amounts due
       under the Agreement and Additional Loan  would need to be prepaid.  Any
       prepayment usually  requires not  less than 90  nor more than  180 days
       prior written notice.

       The  Trust's investments in PIMIs consists of the following at December
       31, 1996 and 1995:


<TABLE>
<CAPTION>
          Insured            Loan            Interest      Maturity       Balance Outstanding
          Mortgages          Amount          Rate          Date           at December 31,           

                                                                           1996           1995

          FHA
          <S>               <C>               <C>           <C>       <C>            <C>
          The Seasons (a)   $ 23,224,649      7.875%        10/1/28   $ 22,788,436   $ 22,938,257
          Hunters Pointe      12,789,100      6.875%         1/1/35     12,669,542     12,733,913

          Norumbega Point     15,598,500      7.375%         2/1/36     15,539,949     14,295,065
                                   (b)          (c)

          FNMA (d)

          Crossings Village   12,907,334       6.75%        10/1/08     12,542,615     12,670,857
          Martin's Landing    11,200,000       6.5%         12/1/08     10,880,778     10,995,503

          Sunset Summit       10,192,801       6.5%         10/1/08      9,909,281     10,013,762
          Oasis               12,401,673       6.75%         9/1/09     12,164,562     12,279,096

          Windsor Lake         9,680,344       6.75%         7/1/09      9,492,533      9,583,253


                                                 F-17







                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

                                             Continued
             


          C.PIMIs, Continued

          St. Germain         11,772,494       6.75%         1/1/09     11,322,292     11,502,426

          The Willows          3,600,000      7.075%        12/1/09      3,540,322      3,571,370
          Windmill Lakes      11,600,000      6.825%         3/1/10     11,425,179     11,528,052

          The Lakes           18,387,653      6.825%         7/1/10     18,178,541     18,337,441

                            $153,354,548                              $150,454,030
                                                                            (g)      $150,448,995

</TABLE>


<TABLE>
<CAPTION>
              Additional Loan                Loan                 Base               Preferred 
                                             Amount               Interest           Interest  
                                                                  Rate               Rate  

              <S>                            <C>                   <C>               <C>
              The Seasons (a)                $ 4,925,351           9%(e)             10%
              Hunters Pointe                     650,000            7%               9%

              Norumbega Pointe                 3,063,000            7%               10%

              Crossings Village                2,584,000            7%               9%
              Martin's Landing                 2,280,000            7%               12%

              Sunset Summit                    1,900,000           7%(f)             9%

              St. Germain                      2,860,000            7%              8.75%
              Oasis                            2,290,000            7%              9.25%

              Windsor Lake                     2,000,000            8%               13%
              The Willows                        800,000            7%              9.5%

              Windmill Lakes                   2,000,000           7.5%             9.5%

              The Lakes                        4,600,000            7%               9%
                                             $29,952,351
</TABLE>

       (a)       The  total  PIM  and  Additional Loan  on  this  property  are
                 $32,300,000  and $6,850,000,  respectively,  of which  28%  is
                 held by Krupp  Government Income  Trust, an  affiliate of  the
                 Advisor of the Trust.
       (b)       The FHA approved, an  increase of the total loan commitment to
                 $15,598,500.

                                       F-18





                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

       (c)       The Trust received  interest during the construction phase  at
                 a rate of 8.125% per annum.






                                    Continued


   C.  PIMIs, Continued

       (d)       Monthly  principal and interest  payments are  based on  a 30-
                 year amortization with  the exception of St. Germain which  is
                 based  on  a  25-year  amortization.    The  unpaid  principal
                 balances due at maturity are as follows:

                          Crossings Village              $ 9,917,000
                          Martin's Landing               $ 8,524,000
                          Sunset Summit                  $ 7,763,000
                          Oasis                          $ 9,550,000
                          Windsor Lake                   $ 7,517,000
                          St. Germain                    $ 7,489,000
                          The Willows                    $ 2,788,000
                          Windmill Lakes                 $ 8,907,000
                          The Lakes                      $14,118,000

       (e)       The base interest  rate was 6% per  annum for the first  three
                 years and  beginning  September 1,  1996 increased  to 9%  per
                 annum.
       (f)       The Trust  will receive  its Base  Interest Rate  and its  GIT
                 Contingent   Interest  on   Investment  (as  defined   in  the
                 Subordinate  Loan  Agreement) from  net revenue  up to  the 9%
                 Preferred Interest Rate  and, thereafter is entitled to 25% of
                 net revenue.
       (g)       The  aggregate  cost  for  federal  income  tax  purposes   is
                 $150,454,030.
       Reconciliations of activity for 1996, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
                                                 1996            1995           1994

            <S>                              <C>            <C>            <C>
            Balance at beginning of period   $150,448,995   $116,047,812   $ 53,191,658

                 Acquisitions                   1,303,436     35,427,771     63,411,366

                 Principal collections         (1,298,401)    (1,026,588)      (555,212)
            Balance at end of period         $150,454,030   $150,448,995   $116,047,812

</TABLE>
            Property Descriptions:

   The Seasons is a 1,088-unit apartment complex located in Laurel, Maryland. 

                                       F-19

                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

   The  Falls at Hunter's Pointe  ("Hunter's Pointe") is  a 276-unit apartment
   complex located in Sandy City, Utah, a suburb of Salt Lake City. 
   Norumbega  Point  is  a  93-unit   assisted  living  facility  in   Weston,
   Massachusetts.
   Crossings Village Apartments ("Crossings  Village") is a 286-unit apartment
   complex located in Westlake, Ohio.
   Martin's Landing  Apartments ("Martin's  Landing") is a  300-unit apartment
   complex in Roswell, Georgia.
   Sunset  Summit Apartments ("Sunset Summit") is a 261-unit apartment complex
   located in Portland, Oregon.
   Oasis  at Springtree ("Oasis") is  a 276-unit apartment  complex located in
   Sunrise, Florida.
   Windsor Lake Apartments ("Windsor Lake") is a 416-unit apartment complex in
   Smyrna, Georgia.
   St. Germain Apartments ("St.  Germain") is a 207-unit apartment  complex in
   Boston, Massachusetts.
   The Willows Apartments ("The  Willows") is a 100-unit apartment  complex in
   Redmond, Washington.



                                    Continued
   C.  PIMIs, Continued

      Windmill Lakes Apartments ("Windmill Lakes") is a 264-unit garden style
       apartment complex in Pembroke Pines, Broward County, Florida.
     The Lakes at Vinings Apartments ("The Lakes") is a 464-unit
      garden and  townhouse style  apartment complex in  Vinings,
      Georgia.

   D. PIMs
          
      The Trust  has investments  in five  PIMs.   Currently four
      PIMs are for  existing properties and one  is funding  the
      construction of multi-family housing .The Trust's PIMs consist of a
      FNMA MBS which represents the securitized first mortgage loan  on the
      underlying property or a sole 


                                 F-20
                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

    participation interest in the first mortgage loan originated under the FHA 
    lending program on the underlying property (collectively the "insured
    mortgages") and participation interests in the revenue stream and
    appreciation of  the  property  above specified levels.  The borrower
    conveys these participation features  to  the  Trust generally  through  a
    subordinated promissory note and mortgage  (the "Agreement").  The Trust
    receives  monthly principal  and interest  payments  on the FNMA MBS
    guaranteed by  FNMA, and  HUD insures payment  of principal and interest on
    the FHA first mortgage loan.

      Construction-phase PIMs provide  interest only payments  on
      the  amount invested  during  construction, and  upon final
      endorsement (final  draw  and completion  of  construction)
      these construction-phase PIMs convert to permanent PIMs.

      The  borrower generally  cannot prepay  the  first mortgage
      loan during the  first five years and may prepay  the first
      mortgage loan thereafter subject to a 9% prepayment penalty
      in  years six through nine, a 1% prepayment penalty in year
      ten  and no  prepayment penalty  thereafter. The  Trust may
      receive interest related  to its participation interests in
      the underlying property, however, these amounts are neither
      insured nor guaranteed.

      Generally,  the  participation  features  consist   of  the
      following:    (i)  "Minimum Additional  Interest"  at rates
      ranging from .5% to .75% per annum calculated on the unpaid
      principal balance  of the first mortgage  on the underlying
      property ,  (ii) "Shared Income Interest"  ranging from 25%
      to  30% of the monthly gross rental income generated by the
      underlying property in excess of a specified base, but only
      to  the  extent  that  it  exceeds  the amount  of  Minimum
      Additional  Interest  received  during  such  month,  (iii)
      "Shared Appreciation  Interest" ranging from 25%  to 30% of
      any increase  in Value of the underlying property in excess
      of  a specified  base.   Payment of  participation interest
      from  the operations of  the property is limited  to 50% of
      net  revenue or  surplus cash  as defined  by FNMA  or HUD,
      respectively.  The  total amount of  participation interest
      payable  by the underlying borrower generally cannot exceed
      50% of  any increase  in Value  of the  property,  however,
      generally any net proceeds from a sale  or refinancing will
      be  available to  satisfy  any accrued  but  unpaid minimum
      additional or shared income interest.

      Shared  Appreciation Interest  is payable  when one  of the
      following occurs:  (1) the sale of the  underlying property
      to an  unrelated third party on a date  which is later than

                                 F-21



                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

      five years from the date of the Agreement, (2) the maturity
      date of the Agreement,  or (3) prepayment of the Agreement.


                     Continued

   D. PIMs, Continued

      Under the Agreement, the  Trust, upon giving twelve  monthswritten  
      notice, can  accelerate the  maturity date  of the Agreement and insured
      mortgage to a date  not earlier  than ten years  from the  date of  the
      Agreement for (a) the payment  of  all   participation  interest  due 
      under  the Agreement as of the accelerated  maturity  date  or  (b)  the 
      payment  of  all participation  interest due  under the  Agreement plus 
      all amounts due on the first mortgage note on the property.

      At  December 31,1996  and 1995,  the Trust  had outstandingcommitments 
      on its   closed  construction-phase  PIMs  of $1,006,000  and 
      $5,524,000, respectively.  The  remaining commitment  which  will  be
      funded  from   cash  and  cash equivalents and MBS principal collections.

      The Trust's PIMs consisted of the following at December 31,1996 and 1995:


<TABLE>
<CAPTION>
                                         Interest  Maturity   
               PIM            Amount     Rate      Date       Balance at December 31,
                                                              1996       1995
        FNMA
        <S>                <C>          <C>      <C>       <C>         <C>
        Mequon Trails      $14,937,726  6.50%    1/01/08   $14,355,629 $14,527,140
                                                   (a)

        FHA
        The Estates         12,000,000  6.875%   6/01/28    11,692,400  11,790,139

        Rivergreens II       6,137,199  7.375%    1/1/35     6,087,163   6,114,162
                                          (b)
       
         Mill Ponds II       8,245,300  7.125%   12/1/35     8,208,979    7,434,486
                                          (c)

        The Fountains       10,336,000  7.875%   11/1/36     9,278,166    5,570,736
                                          (d)
                  Total    $51,656,225                     $49,622,337  $45,436,663
                                                                (e) 
</TABLE>



                                         F-22







                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

   (a)  Principal  and  interest  payments  are based  on  30-yearamortiza
        tion.Unpaid principal of approximately $11,267,000 is due at maturity.
   (b)  Construction-phase  interest  rate  was 8.875%  per annum.
        Received Final Endorsement in August 1995.
   (c)  Construction-phase   interest   rate   was  7.125%   also.
        Received Final Endorsement in May 1996.(d)Construction-phase interest
        rate is 7.875%.
   (e)  The  aggregate  cost  for federal  income tax  purposes is
        $49,622,337.
        Reconciliations of  activity for  1996,  1995 and  1994 are  as
        follows:
<TABLE>
<CAPTION>
                                         1996         1995        1994

   <S>                              <C>           <C>          <C>
   Balance at beginning ofperiod    $45,436,663   $35,071,805  $28,609,583
              
   Acquisitions                       4,521,175    10,638,200    6,688,057

   Principal collections               (335,501)     (273,342)    (225,835)

   Balance at end of period         $49,622,337   $45,436,663  $35,071,805

</TABLE>
                                      Continued

   D. PIMs, Continued

   Property descriptions:

     Mequon  Trails Townhomes  ("Mequon  Trails") is  a 246-unit
      apartment complex located in Mequon, Wisconsin.
     The  Estates Apartments  is  a  208-unit apartment  complex
      located in Pikesville, Maryland.
     Rivergreens II Apartments  ("Rivergreens II") is a 126-unit
      apartment complex in Gladstone, Oregon.
     Mill  Ponds II  Apartments ("Mill  Ponds II")is  a 150-unit
      apartment complex in Bellbrook, Ohio.
     The Fountains  Apartments ("The Fountains") will  be a 204-
      unit apartment complex in West Des Moines, Iowa.

   E. Mortgage Backed Securities

      At  December  31, 1996,  the Trust's  MBS portfolio  has an
      amortized cost of $40,459,315 and gross unrealized gains of
      approximately $122,335.  At  December 31, 1995, the Trust's
      MBS  portfolio  has  an  amortized  cost  of  approximately
      $47,464,333  and  gross  unrealized  gains  and  losses  of
      approximately  $1,441,407 and  $53,882, respectively.   The
      MBS have maturities ranging from 2008 to 2023.

                                 F-23


                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

   F. Shareholders' Equity

      Under  the Declaration  of Trust,  and commencing  with the
      initial closing of the public offering of Shares, the Trust
      has  declared  and paid  dividends  on  a quarterly  basis.
      During the period  in which the Trust qualifies as  a REIT,
      the Trust has and  will pay quarterly dividends aggregating
      at least 95%  of taxable  income on an  annual basis to  be
      allocated to  the  shareholders,  in  proportion  to  their
      respective number of shares.

      In order  for the Trust  to maintain its  REIT status  with
      respect   to  the  requirements  of  Share  ownership,  the
      Declaration  of Trust prohibits  any investor  from owning,
      directly or  indirectly more than 9.80%  of the outstanding
      Shares and empowers  the Trustees to  refuse to permit  any
      transfer  of   Shares  which,   in  their   opinion,  would
      jeopardize the status of the Trust as a REIT.

   G. Related Party Transactions

      Under  the terms  of  the Advisory  Service  Agreement, the
      Advisor  receives an Asset Management Fee equal to .75% per
      annum  of the  value of  the Trust's  actual  and committed
      invested assets payable quarterly.

      The  Trust also  reimburses affiliates  of the  Advisor for
      certain  expenses incurred  in connection  with maintaining
      the  books and records of the Trust and the preparation and
      mailing  of  financial reports,  tax information  and other
      communications to investors.

      During 1994 the Trust paid $445,678 of acquisition expenses
      to affiliates.

      The Trust received $295,522,  $295,522 and $281,294 of base
      interest  from   The  Seasons  in  1996,   1995  and  1994,
      respectively (see Note C).


                             Continued
   H. Federal Income Taxes

      The   reconciliation   of  the   income  reported   in  the
      accompanying statement  of income with  the income reported
      in the Trust's 1996 federal income tax return follows:

                 Net income per statement of income          $ 14,999,182

                  Add: Book to tax difference for amortization
                       of prepaid fees and expenses               958,739

                                         F-24





                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

                      Additional Loan interest deferred for book
                       purposes                                   555,432

                 Net income for federal income tax purposes  $ 16,513,353


        The  Trust paid  dividends of $1.25 per  share during 1996
        which represents  approximately $.90 from ordinary  income
        and  $.35   represents  a   non-taxable  distribution  for
        federal income tax purposes.

   I. Fair Value Disclosures of Financial Instruments

        The Trust  uses the following  methods and assumptions  to
        estimatethe fairvalue ofeach classof financialinstrument:

            Cash and Cash Equivalents
            The carrying amount approximates  fair value  because
            of the short maturity of those instruments.

            MBS
            The  Trust estimates the fair  value of MBS  based on
            quoted market prices.

            PIMs and PIMIs

            There  is  no established  trading  market  for these
            investments.  Management estimates the fair value  of
            the PIMs and PIMIs using quoted market prices  of MBS
            having  the same  stated coupon  rate as  the insured
            mortgages and Additional Loans based on the estimated
            fair value of  the underlying properties.  Management
            does  not  include any  participation  income in  the
            Trust s  estimated fair  values,  because  Management
            does  not   believe  it  can  predict   the  time  of
            realization of the feature with any certainty.

            Based  on the estimated  fair value  determined using
            these   methods   and   assumptions,   the    Trust's
            investments in  PIMs and PIMIs  had gross  unrealized
            losses  and  gains of  approximately  $8,932,000  and
            $119,000,  respectively,  at  December  31, 1996  and
            gross  unrealized losses  and gains  of approximately
            $2,377,000 and $412,000 at December 31, 1995.
            Commitments to Fund Construction Loans and PIMIs

            For the  years ended  December 31, 1996 and  1995 the
            Trust approximates the fair values of its commitments
            on  closed  PIMs  and  PIMIs   to  be  equal  to  the
            commitment  amounts of  approximately  $1,006,000 and
            $5,524,000, respectively. 


                                 F-25


                         KRUPP GOVERNMENT INCOME TRUST II

                     NOTES TO FINANCIAL STATEMENTS, Continued

                                                

                             Continued

   I. Fair Value Disclosures of Financial Instruments, Continued

            At  December 31,  1996 and  1995, the  estimated fair
            values of the  Trust's financial  instruments are  as
            follows:
<TABLE>
<CAPTION>
                                                     (rounded to thousands)
                                                      1996        1995  

                 <S>                               <C>          <C>
                 Cash and cash equivalents         $  9,215     $ 11,675

                 MBS                                 40,582       48,852

                 PIMs and PIMIs:
                   PIMs                              48,132       45,183
                   Insured mortgages                145,768      150,074
                   Additional loans                  27,315       28,616

                                                   $271,012     $284,400
</TABLE>



                                         F-26







                  KRUPP GOVERNMENT INCOME TRUST II

                         SUPPLEMENTARY DATA
                 SELECTED QUARTERLY FINANCIAL DATA
                            (Unaudited)

<TABLE>
<CAPTION>
                                       For the Quarter Ended

                            March 31,   June 30,  September 30,   December 31,
                              1996        1996        1996            1996
            

          <S>              <C>         <C>         <C>         <C>
          Total revenues   $5,234,390  $4,884,080  $4,935,430  $4,823,031

          Net income       $3,975,003  $3,665,234  $3,706,177  $3,652,768

          Earnings per Share           $      .22  $      .20  $      .20
          $      .20


                                       For the Quarter Ended

                            March 31,   June 30,  September 30,   December 31,
                              1995        1995        1995            1995
            

          Total revenues   $5,259,518  $4,833,144  $5,106,339  $4,833,687

          Net income       $2,679,079  $3,623,063  $3,825,954  $3,618,618

         Earnings per Share$      .15  $      .19  $      .21  $      .20






















                                         F-27
<PAGE>

</TABLE>