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, 1995                 

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

   For the transition period from                  to             

   Commission file number                 0-18498            
   Krupp Cash Plus-V Limited Partnership
   (Exact name of registrant as specified in its charter)

   Massachusetts                                               04-3021560
   (State or other jurisdiction of (IRS Employer
   incorporation or organization) Identification No.)

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

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

   Securities registered pursuant to Section 12(b) of the Act:    None

   Securities registered pursuant to Section 12(g) of the Act:
   Depositary Receipts representing Units of Limited Partner Interests

   Indicate by check  mark whether the  registrant (1)  has filed all  reports
   required to be filed by Section 13 or 15(d) of the  Securities Exchange Act
   of 1934 during the  preceding 12 months  (or for such  shorter period  that
   the  registrant  was required  to  file such  reports),  and (2)  has  been
   subject to such filing requirements for  the past 90 days.  Yes   X    No  

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

   Aggregate market  value of voting securities  held by  non-affiliates:  Not
   applicable, since securities are nonvoting.

   Documents incorporated  by reference:  See  Part IV, Item 14b on pages 9-10
   of this report.

   The exhibit index is located on pages 9-10.
   <PAGE>
                                      PART I

   ITEM 1.  BUSINESS

      Krupp Cash Plus-V Limited Partnership  (the "Partnership") was formed on
   August 22,  1988  by filing  a Certificate  of Limited  Partnership in  The
   Commonwealth of Massachusetts.   Krupp  Plus Corporation and Krupp  Company
   Limited   Partnership-VI  were  the   original  General   Partners  of  the
   Partnership.    On March  15,  1995,  Krupp  Plus  Corporation withdrew  as
   General  Partner from the  Partnership and  assigned its  rights, title and
   interest  in  the  Partnership  to  Krupp  Company Limited  Partnership-VI.
   Krupp  Depositary  Corporation  is  the  Corporate  Limited  Partner.   For
   details see Note A  to Financial Statements included in Appendix A of  this
   report.

      On March  3, 1989 the  Partnership commenced  the marketing and  sale of
   Depositary Receipts  ("Units")  and  raised  $41,203,189 from  this  public
   offering.  The Partnership  invested the net proceeds  from the offering in
   Spring Valley Partnership  ("Joint Venture") and mortgage-backed securities
   ("MBS") issued or originated by the  Federal Home Loan Mortgage Corporation
   ("FHLMC").   The Partnership  considers itself to  be engaged  only in  the
   industry segment of investment in real estate and related assets.

      The Partnership's retail real  estate investment is subject  to seasonal
   fluctuations,  as net  income may  vary  somewhat  from quarter  to quarter
   based  upon   changes   in   utility  consumption,   seasonal   maintenance
   expenditures  and  changes  in  rental  income   which  are  based  upon  a
   percentage of  gross  receipts of  retail  tenants.   However,  the  future
   performance  of the Partnership  will depend  upon factors  which cannot be
   predicted.   Such factors include general  economic and  real estate market
   conditions,   both  on  a  national  basis  and  in   the  area  where  the
   Partnership's real  estate investment  is located, real  estate tax  rates,
   operating  expenses, energy costs,  government regulations  and federal and
   state  income tax  laws.   The  requirements  for compliance  with federal,
   state  and  local  regulations  have  not  had  an  adverse effect  on  the
   Partnership's  operations  to  date, and  no  adverse  effect  therefrom is
   anticipated in the future. 

      The  Partnership's investment in retail  real estate is  also subject to
   such  risks as (i)  competition from  existing and future  projects held by
   other  owners  in  the locations  of  the  Partnership's  properties,  (ii)
   possible reduction in rental  income due to an  inability to maintain  high
   occupancy levels,  the financial failure  of a tenant  or the inability  of
   retail tenants to achieve gross sales at a  level sufficient to provide for
   additional  rental income based  on a  percentage of  sales, (iii) possible
   adverse  changes  in  general  economic  and  local  conditions,  such   as
   competitive  over-building, increases  in unemployment,  or adverse changes
   in real estate  zoning laws, and  (iv) other circumstances  over which  the
   Partnership may have little or no control.

      As  of December 31, 1995, there were  two people employed on-site by the
   Joint Venture.

   ITEM 2.  PROPERTY

      As  of December  31,  1995, the  Partnership  has an  unleveraged  joint
   venture  investment  in a  shopping  center  with  314,673  square feet  of
   leasable space.  Additional detailed information  with respect the property
   is  contained in Note D to the Financial Statements as well as the Separate
   Financial 
   <PAGE>
   Statements  and  Schedule  III  for  Spring  Valley  Partnership  which are
   included in Item 8 (Appendix A) to this report. 

      A summary  of  the Partnership's  real estate  investments is  presented
   below.
<TABLE>
<CAPTION>
                                                  Average Occupancy
                                                  Current Leasable         Year Ended
                                        Year of   Square Footage/          December 31,       
               Description            Acquisition      Units        1995  1994  1993  1992 1991

               Spring Valley
               <S>                       <C>          <C>            <C>   <C>  <C>   <C>   <C>
               Marketplace               1988         314,673        98%   96%  95%   95%   95%
</TABLE>

   There are no  present plans for major  improvements or developments  of the
   unleveraged real estate.  Only improvements  necessary to keep the property
   competitive  in  its respective  market  were  completed  in  1995 and  are
   expected to continue in the next year.

   ITEM 3.  LEGAL PROCEEDINGS

               None

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

               None.
                                     Part II

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

      There currently is no established trading market for the Units.

      The  number of  investors  holding Units  as  of  December 31,  1995  is
   approximately 2,865.

      The  Partnership   made  the   following  distributions,  in   quarterly
   installments, during the two years ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>
                                                  1995                   1994        
                                                      Average                 Average
                                            Amount    Per Unit    Amount      Per Unit
              Limited Partners:

               <S>                        <C>           <C>     <C>            <C>
               Unitholders                $2,060,350    $1.00   $2,064,585     $1.00

               Corporate Limited Partner         100    $1.00          100     $1.00

              General Partners                17,139                11,965

                                          $2,077,589            $2,076,650
</TABLE>
      One of the objectives of the  Partnership is to generate cash  available
   for distribution.   However, there is  no assurance  that future operations
   will continue to generate cash available for distribution.
   <PAGE>

   ITEM 6.  SELECTED FINANCIAL DATA

   The following  table sets  forth selected  financial information  regarding
   the  Partnership's  financial  position   and  operating  results.     This
   information should be read in  conjunction with Management's Discussion and
   Analysis  of  Financial  Condition  and  Results  of   Operations  and  the
   Financial Statements and Supplementary Data, which  are included in Items 7
   and 8 (Appendix A) of this report, respectively.
<TABLE>
<CAPTION>
                               Year ended December 31,                     
                                 1995         1994         1993          1992          1991   

   <S>                       <C>          <C>          <C> <C>       <C>           <C>
   Revenues                  $ 1,130,856  $  896,048   $   935,592   $ 1,017,946   $ 1,217,652
   Net income                    887,535     603,140       571,567       699,062       895,263
   Net income allocated
    to Partners:
        Unitholders              878,617     597,080       565,824       692,037       886,267
        (Avg. per Unit)             (.43)       (.29)         (.27)         (.34)         (.43)
        Corporate Limited
         Partner                      43          29            27            34            43
        General Partners           8,875       6,031         5,716         6,991         8,953

   Total assets at
    December 31,              26,240,244  27,437,104    28,896,948    30,400,262    32,402,086

   Distributions to Partners:

        Unitholders            2,060,350   2,064,585     2,058,935     2,680,726     3,263,020
        (Avg. Per Unit)           (1.00)(a)   (1.00)(a)     (1.00)(a)     (1.30)(a)     (1.58)(a)
        Corporate Limited
         Partner                    100          100           100           130           159
        General Partners         17,139       11,965        12,999        14,366        20,132


   (a)  For the  periods ended  1995, 1994,  1993, 1992  and 1991 the  Limited
        Partners' Average per  Unit return of  capital was  $.30, $.28,  $.39,
        $.00 and $.38, respectively.

   The Partnership completed its public offering  during the first quarter  of
   1991,  therefore, the selected financial data for 1995, 1994, 1993 and 1992
   is not comparable  to prior periods.   In addition, the  selected financial
   data for  1995, 1994, 1993  and 1992 is  not necessarily  indicative of the
   Partnership's future operations.

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

   Liquidity and Capital Resources

   The Partnership's sources  of liquidity are  derived from the distributions
   it  receives  from its  investment  in  the  Joint  Venture (Spring  Valley
   Marketplace) and  the interest  and principal  collections on  its MBS  and
   other investments.

   Over  the last  two  years, Spring  Valley Marketplace  has  been  a strong
   contributor to the Partnership's  liquidity after experiencing  some retail
   <PAGE>
   difficulties in 1992 and  1993.  Revenues at  the Marketplace have steadily
   increased since 1992  as strong  national tenants have positively  impacted
   the shopping  center.  As  a result, management  expects operations  at the
   shopping center to exhibit stabilized growth for the near future.

   Liquidity provided by  the MBS during  the current year has  come primarily
   from interest income as  principal prepayments have decreased significantly
   from the   principal amounts received  in 1994 and  1993.   During 1994 and
   1993,  prepayments   were  significant  due  to   the  low  interest   rate
   environment.  The liquidity provided by  the principal prepayments has been
   used  to  fund  distributions, which  has resulted  in  a reduction  of the
   Partnership's capital resources.

   The Partnership holds MBS that are guaranteed by  the Federal Home Mortgage
   Corporation ("FHLMC").   The principal  risks with respect  to MBS are  the
   credit worthiness of FHLMC, and the risk  that the current value of any MBS
   may decline as  a result of changes in  market interest rates. The  General
   Partners believe  that this  risk  is minimal  due  to  the fact  that  the
   Partnership has the ability to hold these securities to maturity.

   The  most  significant  demands  on  the  Partnership's  liquidity  are the
   quarterly  distributions.    Distributions  are  funded  by  MBS  principal
   prepayments,  distributions received  from  the  Joint Venture  and working
   capital  reserves.   Due to the  decrease in MBS  principal prepayments and
   its effect  on the  Partnership's liquidity,  the Partnership  may need  to
   periodically adjust  the  distribution  rate.   Therefore,  sustaining  the
   distribution rate  is mainly dependent upon  the future  performance of the
   Joint Venture.

   Distributable Cash Flow and Net Cash Proceeds from Capital Transactions

   The  General Partners  provide certain  of  the  information below  to meet
   requirements of the Partnership Agreement and  because they believe that it
   is an appropriate supplemental  measure of operating performance.  However,
   Distributable  Cash Flow and  Net Cash  Proceeds From  Capital Transactions
   should not be  considered by the  reader as a substitute to  net income, as
   an indicator  of the Partnership's operating  performance or  to cash flows
   as a measure of liquidity.

   Shown below  is the  calculation of Distributable  Cash Flow  and Net  Cash
   Proceeds  from  Capital  Transactions  as  defined  by  Section  17  of the
   Partnership Agreement  for the  year ended  December 31,  1995 and for  the
   period from inception to December 31, 1995:
   <PAGE>

</TABLE>
<TABLE>
<CAPTION>
                               (Rounded  to  $1,000   except  per   Unit amounts)
                                                    For the Year            Inception to
                                                 Ended December 31,         December 31,
                                                        1995                    1995  
            Distributable Cash Flow:

            <S>                                         <C>                 <C>
            Net income for tax purposes                 $ 1,143             $ 6,391

            Items not requiring, providing or 
               (not providing) the use of 
               operating funds:
               Amortization of organization costs          -                     50
               Distributions from S.V. Partnership        1,468               9,466
               Partnership's share of S.V. 
                  Partnership taxable net income         (1,163)             (6,227)

            Total Distributable Cash Flow ("DCF")       $ 1,448             $ 9,680

               Limited Partners' Share of DCF           $ 1,434             $ 9,584

               Limited Partners' Share of DCF
                  per Unit                              $   .70             $  4.66

               General Partners' Share of DCF           $    14             $    96

            Net Proceeds from Capital Transactions:

               Principal collections on MBS, net        $    69             $ 4,453

            Distributions:
               Limited Partners                         $ 2,061(a)          $15,496(b)
               Limited Partners' Average per Unit       $  1.00(a)          $  7.52(b)(c)
               General Partners                         $    17(a)          $    99(b)

                 Total Distributions                      2,078(a)           15,595(b)
</TABLE>

   (a)    Represents all distributions paid  in 1995 except the  February 1995
          distribution, and  includes an estimate  of the  distribution to  be
          paid in February 1996.
   (b)    Includes estimate of the distribution to be paid in February 1996.
   (c)    Limited Partners Average per  Unit return of capital as  of February
          1996 is $2.86 ($7.52 - $4.66)

   Operations

   1995 compared to 1994

   Overall, distributable cash flow, as  defined in the Partnership Agreement,
   decreased from 1994 to  1995 primarily due to the decrease in distributions
   received from the Joint Venture.

   The Partnership's revenues have increased from 1994 to 1995 because of  the
   increased  net income generated  by the  Marketplace.   MBS interest income
   decreased in  1995 when compared  to 1994 due  to the  overall reduction in
   MBS  principal.   This  decrease  was  offset by  an  increase in  interest
   received from the Partnership's other short-term investments.
   <PAGE>

   The Marketplace experienced a significant increase  in net income from 1994
   to 1995.   The increase in  the Marketplace  rental revenues  from 1994  to
   1995 is  primarily  due to  an  increase  in reimbursable  tenant  billings
   derived from   increases in real estate taxes.   Also, base rent  increased
   slightly  due to  the increase  in rental  rates and  the stable  occupancy
   maintained at the property throughout the  year.  Interest income increased
   due to the Marketplace's increased investment in commercial paper.

   In comparing 1995 to 1994, operating  expenses at the Marketplace decreased
   significantly, primarily due to management's efforts to reduce general  and
   administrative expenses.   These savings were partially offset by increases
   in maintenance expenses primarily from the  resurfacing of the parking lot,
   and depreciation expense, due to tenant improvements during 1995 and 1994.

   1994 compared to 1993

   The Partnership realized an increase in net income  from 1993 to 1994 which
   can be attributed to a decrease in expenses of the Partnership.  

   The Partnership's share of Joint Venture net  income increased from 1993 to
   1994.  However, the Partnership realized a decrease in  MBS interest income
   which was  somewhat offset  by an increase  in interest  received on  other
   short-term investments.  The decrease in MBS interest  income is due to the
   high  amount  of principal  prepayments received  throughout  1993 and  the
   first half of 1994. 

   Expenses decreased for  the Partnership from 1993  to 1994.  This  decrease
   is  largely attributable to  a one-time  adjustment for  an underaccrual of
   asset management fees that occurred in the first quarter of 1993.

   The  Marketplace's  increase  in  net  income  from  1993  to  1994  can be
   attributed  to management's success  in attracting  strong national tenants
   as well as an increase in  occupancy over 1993.  The property also received
   a tax refund  for prior years  due to a  reassessment of  the property  tax
   base by  the  taxing  authorities.   However,  the  decrease in  taxes  was
   somewhat  offset  by  an  increase  in   depreciation  due  to  the  tenant
   improvements which took place in 1993.

   General

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

   In  assessing the  impairment of  the underlying real  estate owned  by the
   Joint Venture,  the General  Partners routinely  perform market  and growth
   studies combined with periodic appraisals of  the underlying property.   If
   the  General  Partners  believe  that  there  is  impairment  in  value,  a
   provision  to write  down  the investment  to fair  value  will  be charged
   against income.   At this time,  the General Partners  do not believe  that
   any asset of the Partnership is significantly impaired.
   <PAGE>

   ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          See Appendix A to this report.

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

   ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

                                    Position with
         Name and Age               Krupp Plus-II Corporation

         Douglas Krupp (49)         Co-Chairman of the Board

         George Krupp (51)          Co-Chairman of the Board

         Laurence Gerber (39)       President

         Robert A. Barrows (38)     Treasurer

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

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

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

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

   ITEM 11.  EXECUTIVE COMPENSATION

   The Partnership does not have any directors or executive officers.

   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   As of December  31, 1995  no person of  record owned  or was  known by  the
   General Partners  to own  beneficially more  than 5%  of the  Partnership's
   outstanding Units. 

   The only  interests held  by management  or its  affiliates consist of  its
   General Partner and Corporate Limited Partner Interests.

   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

                                     PART IV

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

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

               2.    Financial Statement Schedules - all schedules are omitted
                     <PAGE>
                     as  they   are  not  applicable,  not   required  or  the
                     information is  provided in  the Financial Statements  or
                     the Notes thereto.

               3.    Separate Financial Statements - as required by Rule  3-09
                     of Regulation  S-X the financial statements  and schedule
                     for   Spring  Valley  Marketplace   (Joint  Venture)  are
                     included under Item 8,  Appendix A on pages  F-13 through
                     F-24.

   (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)   Agreement  of  Limited  Partnership  dated  as  of
                             February  23,  1989  [Exhibit   A  to   Prospectus
                             included  in  Amendment  No.  2  of   Registrant's
                             Registration Statement  on Form  S-11 dated  March
                             1, 1989 (File No. 33-24181)].* 

                     (4.2)   Subscription  Agreement  Specimen  [Exhibit  D  to
                             Prospectus  included   in  Amendment   No.  2   of
                             Registrant's  Registration Statement  on Form S-11
                             dated March 1, 1989 (File No. 33-24181)].*

                     (4.3)   First Amendment to and Restatement of  Certificate
                             of    Limited    Partnership   filed    with   the
                             Massachusetts Secretary of State  on February  22,
                             1989  [Exhibit  4.4  to  Prospectus  included   in
                             Amendment   No.  2  of  Registrant's  Registration
                             Statement on Form S-11  dated March 1,  1989 (File
                             No. 33-24181)].*

                     (4.4)   Krupp   Sponsored  IRA  New  Investor  Application
                             [Exhibit 4.5  to Prospectus included in  Amendment
                             No. 1  of Registrant's  Registration Statement  on
                             Form S-11 dated November  30, 1988] (File  No. 33-
                             24181).*

               (10)  Material Contracts:

                     Spring Valley Marketplace

                     (10.1)  Purchase  and Sale  Agreement dated  November  14,
                             1988   between   Krupp  Realty   Company   Limited
                             Partnership,   now   known  as   Berkshire  Realty
                             Enterprises  L.P.  ("BRE"), ("Buyer")  and  Valley
                             Associates,  Ltd.  ("Seller").   [Exhibit  10.1 to
                             Registrant's Report of Form  10-Q for the  Quarter
                             Ended September 30, 1989 (File No. 33-24181)].*
                     <PAGE>
                     (10.2)  Assignment of  Agreement dated  December 13,  1988
                             by   and   between   Spring   Valley   Partnership
                             ("Assignee") and BRE ("Assignor").   [Exhibit 10.2
                             to  Registrant's  Report  on  Form  10-Q  for  the
                             Quarter  Ended  September 30,  1989 (File  No. 33-
                             24181)].*

                     (10.3)  Spring  Valley Partnership - Partnership Agreement
                             dated  December 13, 1988  by and  among Krupp Cash
                             Plus-V Limited  Partnership and BRE [Exhibit  10.5
                             to Prospectus in Amendment  No. 2 of  Registrant's
                             Registration Statement  on Form  S-11 dated  March
                             1, 1989 (File No. 33-24181)].*

                     (10.4)  Bargain  and Sale  Deed  dated December  13,  1988
                             between  Spring Valley Partnership ("Grantee") and
                             BRE  ("Grantor")  [Exhibit  10.3  to  Registrant's
                             Report  on  Form  10-Q   for  the  Quarter   Ended
                             September 30, 1989 (File No. 33-24181)].*

                     (10.5)  Additional  Sales  Price Agreement  dated December
                             13,  1988   between  Krupp  Cash  Plus-V   Limited
                             Partnership and  BRE [Exhibit  10.6 to  Prospectus
                             in Amendment  No. 2  of Registrant's  Registration
                             Statement on Form S-11  dated March 1,  1989 (File
                             No. 33-24181)].*

                     (10.6)  Property  Management Agreement  dated December 16,
                             1988  between Spring  Valley Partnership ("Owner")
                             and BRE ("Agent")  [Exhibit 10.7 to  Prospectus in
                             Amendment   No.  2  of  Registrant's  Registration
                             Statement on Form S-11  dated March 1,  1989 (File
                             No. 33-24181)].*

    *            Incorporated by reference.

   (c)           Reports on Form 8-K

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


               Pursuant  to the  requirements of  Section 13  or 15(d)  of the
   Securities Exchange  Act  of 1934,  the  registrant  has duly  caused  this
   report  to  be  signed on  its behalf  by  the undersigned,  thereunto duly
   authorized, on the 21st day of March, 1996.

                           KRUPP CASH PLUS-V LIMITED PARTNERSHIP

                           By:     Krupp  Company Limited  Partnership-VI, the
                                   General    Partner,   by    Krupp   Plus-II
                                   Corporation, the General  Partner of  Krupp
                                   Company Limited Partnership-VI

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

   Pursuant to the requirements  of the Securities Exchange Act of 1934,  this
   report has  been signed  below by  the following  persons on behalf  of the
   registrant  and in  the capacities  indicated, on  the 21st  day  of March,
   1996.

   Signatures              Title(s)

   /s/ Douglas Krupp               Co-Chairman  (Principal Executive  Officer)
   Douglas Krupp                   and Director of Krupp  Plus-II Corporation,
                                   the  General  Partner   of  Krupp   Company
                                   Limited Partnership-VI

   /s/ George Krupp                Co-Chairman (Principal Executive Officer)
   George Krupp                    and Director of Krupp  Plus-II Corporation,
                                   the  General  Partner   of  Krupp   Company
                                   Limited Partnership-VI

   /s/ Laurence Gerber             President  of  Krupp  Plus-II  Corporation,
   Laurence Gerber                 the  General  Partner   of  Krupp   Company
                                   Limited Partnership-VI

   /s/Robert A. Barrows            Treasurer of Krupp Plus-II Corporation, 
   Robert A. Barrows               the  General  Partner   of  Krupp   Company
   Limited                         Partnership-VI

   <PAGE>

                                    APPENDIX A

                      KRUPP CASH PLUS-V LIMITED PARTNERSHIP
                                              

                               FINANCIAL STATEMENTS
                               ITEM 8 of FORM 10-K

                 REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
                       For the Year Ended December 31, 1995
   <PAGE>
                      KRUPP CASH PLUS-V LIMITED PARTNERSHIP

                          INDEX TO FINANCIAL STATEMENTS
                                               

   Report of Independent Accountants                                       F-3

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

   Statements of Income For the Years Ended December 31, 1995,
   1994 and 1993                                                           F-5

   Statements of Changes in Partners' Equity for the Years Ended
   December 31, 1995, 1994 and 1993                                        F-6

   Statements of Cash Flows for the Years Ended December 31, 1995,
   1994 and 1993                                                           F-7

   Notes to Financial Statements                                    F-8 - F-12

   Separate Financial Statements -  Spring Valley Marketplace           F-13 -
   F-24 

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

   To the Partners of
   Krupp Cash Plus-V Limited Partnership:

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

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

   In our opinion, the financial statements  referred to above present fairly,
   in  all material  respects, the  financial  position  of Krupp  Cash Plus-V
   Limited Partnership as of  December 31, 1995 and  1994, and the  results of
   its  operations and  its cash  flows for  each of  the three  years in  the
   period  ended  December 31,  1995  in  conformity  with generally  accepted
   accounting principles.

   Boston, Massachusetts                     COOPERS & LYBRAND L.L.P.
   January 31, 1996
   <PAGE>
                      KRUPP CASH PLUS-V LIMITED PARTNERSHIP

                                  BALANCE SHEETS

                            December 31, 1995 and 1994
                                              

                                      ASSETS
<TABLE>
<CAPTION>
                                                                 1995             1994   

            Real estate assets:
               <S>                                           <C>              <C>
               Investment in Joint Venture (Note D)          $23,187,379      $23,748,539
               Mortgage-backed securities ("MBS"), 
                  net of amortization (Note C)                   915,554          984,565

                     Total real estate assets                 24,102,933       24,733,104

            Cash and cash equivalents                          2,101,121        2,665,531
            Interest receivable and other assets                  36,190           38,469

                     Total assets                            $26,240,244      $27,437,104


                     LIABILITIES AND EQUITY

            Liabilities                                      $     9,729      $    16,535
<PAGE>

            Partners' equity (Note E):

               Unitholders
                  (2,060,350 Units outstanding)               26,273,929       27,455,662
               Corporate Limited Partner
                  (100 Units outstanding)                           (535)            (478)
               General Partners                                  (42,879)         (34,615)

                     Total Partners' equity                   26,230,515       27,420,569

                  Total liabilities and Partners' equity     $26,240,244      $27,437,104
</TABLE>
                                The accompanying notes are an integral
                                   part of the financial statements.
            <PAGE>
                                 KRUPP CASH PLUS-V LIMITED PARTNERSHIP

                                         STATEMENTS OF INCOME

                         For the Years Ended December 31, 1995, 1994 and 1993
                                                        
<TABLE>
<CAPTION>
                                                   1995           1994           1993  
            Revenue:
               Partnership's share of Joint
               <S>                              <C>             <C>           <C>
                  Venture (Note D)              $  906,900      $674,187      $  646,761
               Interest income - MBS (Note C)       86,939       122,957         219,446
               Interest income - other             137,017        98,904          69,385

                     Total revenue               1,130,856       896,048         935,592

            Expenses:
               General and administrative 
                  (including reimbursements to 
                  affiliates of $53,519, $88,291
                  and $98,344, respectively)
                  (Note F)                          99,239       143,932         161,199
               Asset management fees to an
                  affiliate (Note F)               144,082       145,643         192,826
               Amortization of organization 
                  cost                                -            3,333          10,000

                     Total expenses                243,321       292,908         364,025

            Net income (Notes E and G)          $  887,535      $603,140      $  571,567

            Allocation of net income (Note E):

               Unitholders
                  (2,060,350 Units outstanding) $  878,617      $597,080      $  565,824

               Net income per Unit of
                  Depositary Receipt            $      .43      $    .29      $      .27

               Corporate Limited Partner        $       43      $     29      $       27

               General Partners                 $    8,875      $  6,031      $    5,716
</TABLE>
                                The accompanying notes are an integral
                                   part of the financial statements.
            <PAGE>
                                 KRUPP CASH PLUS-V LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>
                                               Corporate                 Total
                                               Limited     General       Partners'
                                Unitholders    Partner     Partners      Equity   

            Balance at 
            <S>                 <C>            <C>         <C>         <C>
            December 31, 1992   $30,416,278    $(334)      $(21,398)   $30,394,546

            Distributions        (2,058,935)    (100)       (12,999)    (2,072,034)

            Net income              565,824       27          5,716        571,567

            Balance at 
            December 31, 1993    28,923,167     (407)       (28,681)    28,894,079

            Distributions        (2,064,585)    (100)       (11,965)    (2,076,650)

            Net income              597,080       29          6,031        603,140 

            Balance at 
            December 31, 1994    27,455,662     (478)       (34,615)    27,420,569

            Distributions        (2,060,350)    (100)       (17,139)    (2,077,589)

            Net income              878,617       43          8,875        887,535

            Balance at 
            December 31, 1995   $26,273,929    $(535)      $(42,879)   $26,230,515
</TABLE>
                                The accompanying notes are an integral
                                   part of the financial statements.
            <PAGE>
                                 KRUPP CASH PLUS-V LIMITED PARTNERSHIP

                                       STATEMENTS OF CASH FLOWS
                         For the Years Ended December 31, 1995, 1994 and 1993
                                                        
<TABLE>
<CAPTION>
                                                                                 1995     
            1994                                      1993   
            Operating activities:
               <S>                                 <C>           <C>         <C>
               Net income                          $   887,535   $  603,140  $  571,567
               Adjustments to reconcile net
                  income to net cash provided by
                  operating activities:
                     Amortization of organization
                        costs                             -           3,333      10,000
                     Amortization of MBS discount         (669)     (13,194)    (20,177)
                     Distributions from Joint
                        Venture                        906,898      674,187     646,761
                     Partnership's share of Joint
                        Venture net income            (906,898)    (674,187)   (646,761)
                     Decrease (increase) in interest
                        receivable and other
                        assets                           2,279       (6,655)     19,123
                     Increase (decrease) in
                        total liabilities               (6,806)      13,666      (2,847)

                        Net cash provided by
                           operating activities        882,339      600,290     577,666

            Investing activity:
               Distributions from Joint Venture
                  in excess of net income              561,160      903,153     685,569
               Principal collections on MBS             69,680      778,941   1,313,917

                  Net cash provided by investing
                     activities                        630,840    1,682,094   1,999,486

            Financing activity:
               Distributions                        (2,077,589)  (2,076,650) (2,072,034)

            Net (decrease) increase in cash
               and cash equivalents                   (564,410)     205,734     505,118

            Cash and cash equivalents,
               beginning of year                     2,665,531    2,459,797   1,954,679

            Cash and cash equivalents,
               end of year                         $ 2,101,121   $2,665,531  $2,459,797

</TABLE>
                                The accompanying notes are an integral
                                   part of the financial statements.
            <PAGE>
                                 KRUPP CASH PLUS-V LIMITED PARTNERSHIP

                                     NOTES TO FINANCIAL STATEMENTS
                                                        
   A.  Organization

       Krupp Cash Plus-V Limited Partnership (the "Partnership") was formed on
       August 22, 1988 by  filing a Certificate of Limited Partnership  in The
       Commonwealth of  Massachusetts.  The Partnership  originally issued all
       of  the General  Partner Interests  to Krupp  Plus Corporation  and The
       Krupp   Company   Limited  Partnership-VI   in  exchange   for  capital
       contributions  aggregating   $3,000.    Except  under  certain  limited
       circumstances upon termination of the Partnership, the General Partners
       are  not required  to make  any additional  capital contributions.   On
       March 15, 1995, Krupp Plus Corporation withdrew as General Partner from
       the  Partnership and  assigned its  rights, title  and interest  in the
       Partnership to  Krupp Company Limited Partnership-VI.   The Partnership
       will  continue in  existence  until December  31, 2028,  unless earlier
       terminated upon the  occurrence of certain events  as set forth in  the
       Partnership Agreement.  

       The  Partnership  has  issued  all  of  the Corporate  Limited  Partner
       Interests  to  Krupp  Depositary Corporation  (the  "Corporate  Limited
       Partner")  in exchange  for  a capital  contribution  of $2,000.    The
       Corporate Limited Partner, in turn, has issued Depositary Receipts (the
       "Units")  to  the investors  and  has assigned  all  of its  rights and
       interest in  the  Limited  Partner  Interests (except  for  its  $2,000
       Limited  Partner's  interest)   to  the  holders  of  the   Units  (the
       "Unitholders").  As  of March  1, 1991, the  Partnership completed  its
       public offering  having sold  2,060,350 Units  for $41,203,189,  net of
       purchase volume discounts of $3,811.

   B.  Significant Accounting Policies

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

         Risks and Uncertainties

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

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

         Cash Equivalents

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

         Costs  incurred  in  connection  with  the  acquisition  of  computer
         software  are being  amortized  over a  five  year period  using  the
         straight-line  method.    Costs  incurred  in  connection  with   the
         organization of  the  Partnership were  amortized  over a  five  year
         period using the straight-line method.

         Investment in Joint Venture

         The  Partnership has  a 49.9%  interest in Spring  Valley Partnership
         ("Joint  Venture").   This  investment was  recorded  at cost  and is
         accounted for by   the equity method since the  Partnership Agreement
         requires a two-thirds majority for all major decisions  regarding the
         Joint Venture.  As such, the Partnership does not have control of the
         operations  of the  underlying assets.   Under  the equity  method of
         accounting, the Partnership's equity investment  in the net income of
         the Joint Venture   is  included currently in  the Partnership's  net
         income.  Cash  distributions received from  the Joint Venture  reduce
         the Partnership's investment (see Note D). 

         MBS

         The  Partnership carries its MBS at amortized cost as the Partnership
         has both  the intention and  ability to hold its  MBS until maturity.
         Premiums or discounts are  amortized over the life of  the underlying
         mortgages using  the effective yield method.  The market value of MBS
         is determined based on quoted market prices.

         Income Taxes

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

         Impairment of Long Lived Assets

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

         In  assessing the  impairment of  the Joint  Venture investment,  the
         General Partners routinely perform market and growth studies combined
         with  periodic appraisals of the underlying property.  If the General
         Partners believe there is  impairment in value, a provision  to write
         down the investment to fair value will be charged against income.  At
         this time, the General Partners do  not believe that any asset of the
         Partnership is impaired.
   <PAGE>
         Reclassifications

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

   C.  Mortgage-Backed Securities

       All of the MBS held  by the Partnership are issued by  the Federal Home
       Loan Mortgage Corporation.  The following is additional information  on
       the MBS held as of December 31, 1995 and 1994:

                                             1995          1994   

         Face Value                        $931,197     $1,000,877

         Amortized cost                    $915,554     $  984,565

         Estimated Market Value            $940,000     $1,001,000

       Coupon rates of the MBS range from 9.0% to 9.5% per annum and mature in
       the years 2016  and 2017.   The Partnership's  MBS portfolio had  gross
       unrealized gains of approximately $24,446  and $16,435 at December  31,
       1995 and  1994, respectively.      The Partnership does  not expect  to
       realize these gains as it has the intention and ability to hold the MBS
       until maturity.

   D.  Investment in Joint Venture

       On  December  14,  1988,  the  Joint  Venture  acquired  Spring  Valley
       Marketplace (the "Marketplace"), a 314,673 square foot shopping  center
       located on  30 acres  of land  in Spring  Valley, Rockland  County, New
       York.  The  Joint Venture acquired the Marketplace for  $50,000,000 and
       incurred  closing costs  of $359,408  related to  the acquisition.   In
       conjunction with  a Net Operating  Income Guaranty  Agreement the Joint
       Venture has collected $1,000,000,  the maximum obligation due  from the
       seller, and has  therefore reduced the cost basis of the Marketplace by
       these amounts for financial reporting purposes.

       The Marketplace, built  in 1987, consists of one structure  anchored by
       five  major tenants  and  is  connected by  five sections  occupied  by
       smaller tenants.  The Joint Venture owns the Marketplace free and clear
       from all material liens or encumbrances.

       The Partnership holds  a 49.9% joint venture interest.   The investment
       balance  reflects  the  original  cost  of  the  investment,  including
       $1,882,546 of acquisition  costs, as well as allocations of  net income
       earned by the  Joint Venture and distributions received from  the Joint
       Venture.

       Separate financial  statements for  the Joint Venture  are included  on
       pages F-13 through F-24 of this report.

   E.  Partners' Equity

       Under  the Partnership  Agreement, profits  or losses  from Partnership
       operations and Distributable Cash Flow are allocated 99% to the
    <PAGE>
       Unitholders  and  Corporate Limited  Partner  (the  "Limited Partners")
       based on Units held, and 1% to the General Partners.

       Profits arising  from a capital  transaction will be  allocated in  the
       same manner  as cash distributions  (described below).   Losses from  a
       capital transaction will  be allocated 99% to the Limited  Partners and
       1% to the General Partners.

       Upon  the  occurrence  of  a capital  transaction,  as  defined in  the
       Partnership Agreement, proceeds  will be applied to the payment  of all
       debts and  liabilities of the  Partnership then due;  any reserves  for
       contingent  liabilities  will then  be  funded.    Remaining  net  cash
       proceeds will then be distributed first to the Limited Partners,  until
       they have received a return of their total invested capital; second  to
       the General  Partners, until they have received a return of their total
       invested  capital;  third, to  the  Limited  Partners until  they  have
       received  any  deficiency  in  the 12%  cumulative  return  on invested
       capital  through  fiscal  years  prior  to  the  date  of  the  capital
       transaction; fourth, to  the General Partners until  they have received
       an amount necessary so  that the amounts of net cash  proceeds whenever
       allocated under the third and fourth clauses are in the ratio  of 90 to
       10;  and fifth,  90% to  the Limited  Partners and  10% to  the General
       Partners.

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

<TABLE>
<CAPTION>
                                                        Corporate
                                                         Limited    General
                                         Unitholders     Partner    Partners     Total    

                <S>                      <C>            <C>         <C>       <C>
                Capital Contributions    $ 41,203,189   $  2,000    $  3,000  $ 41,208,189
             
                Syndication Costs          (4,826,066)      -           -       (4,826,066)

                Distributions             (14,976,190)      (829)    (92,131)  (15,069,150)

                Net Income (Loss)           4,872,996     (1,706)     46,252     4,917,542

                Balance at 
                December 31, 1995        $ 26,273,929    $  (535)   $(42,879) $ 26,230,515
</TABLE>

   F.  Related Party Transactions

       Under the terms  of the Partnership  Agreement, the  General Partners  or
       their affiliates  are  entitled  to  an  Asset  Management  Fee  for  the
       management of the  Partnership's business equal to  .5% per annum  of the
       Total Invested Assets  of the Partnership (as defined in the prospectus),
       payable quarterly.   The  Partnership also  reimburses affiliates of  the
       General Partners  for certain  expenses incurred  in connection  with the
       preparation  and mailing  of  reports  and  other communications  to  the
       Limited Partners.

       All amounts paid or  accrued to the General Partners or  their affiliates
       during the  three  years ended  December 31,  1995 are  presented on  the
       Statements of Income. 
   <PAGE>
   G.  Income Taxes

       The   reconciliations  of  net   income  reported   in  the  accompanying
       Statements of Income  with the income reported in the Partnership's 1995,
       1994 and 1993 federal income tax returns are as follows:
<TABLE>
<CAPTION>
                                                              1995       1994        1993  

                  <S>                                      <C>         <C>         <C>
                  Net income per statement of income       $  887,535  $603,140    $571,567

                  Add:  Difference in Partnership's 
                           share of Joint Venture
                           taxable net income due to
                           book to tax difference in
                           depreciation                       264,724   248,722     213,702
    
                  Less: Partnership's share of difference
                           due to rental adjustment 
                           required by Generally Accepted
                           Accounting Principles              (9,071)   (17,757)    (17,087)

                  Net income for federal income tax 
                           purposes                        $1,143,188  $834,105    $768,182

</TABLE>

   The allocation of the  1995 net income for federal income tax purposes is as
   follows:

<TABLE>
<CAPTION>
                                               Portfolio    Passive
                                                Income       Income           Total   

               <S>                             <C>          <C>            <C>
               Unitholders                     $239,112     $892,590       $1,131,702 

               Corporate Limited Partner             12           43               55

               General Partners                   2,415        9,016           11,431

                                               $241,539     $901,649       $1,143,188

</TABLE>
   For  the years ended December  31, 1995, 1994 and 1993  the Average per Unit
   income to the Unitholders for federal income tax purposes was $.55, $.40 and
   $.37, respectively.
                             SPRING VALLEY PARTNERSHIP
                                               

                         FINANCIAL STATEMENTS AND SCHEDULE
                       For the Year Ended December 31, 1995

   <PAGE>
                             SPRING VALLEY PARTNERSHIP
                    INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
                                               
   <PAGE>

   Report of Independent Accountants                                        F-15

   Balance Sheets at December 31, 1995 and 1994                             F-16

   Statements of Operations for the Years Ended
   December 31, 1995, 1994 and 1993                                         F-17

   Statements of Changes in Partners' Equity for the Years 
   Ended December 31, 1995, 1994 and 1993                                   F-18

   Statements of Cash Flows for the Years Ended
   December 31, 1995, 1994 and 1993                                         F-19

   Notes to Financial Statements                                     F-20 - F-23

   Schedule III - Real Estate and Accumulated Depreciation                  F-24

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

   To the Partners of
   Spring Valley Partnership:

   We  have audited of financial statements and financial statement schedule of
   Spring Valley Partnership ("the Partnership") listed in the index on page F-
   14  of these  Financial  Statements.   These  financial statements  and  the
   financial  statement schedule  are the  responsibility of  the Partnership's
   management.  Our responsibility is to  express an opinion on these financial
   statements and the financial statement schedule based on our audits.

   We  conducted  our audits  in  accordance with  generally  accepted auditing
   standards.   Those standards require that  we plan and perform  the audit to
   obtain reasonable assurance about whether  the financial statements are free
   of material misstatement.   An audit  includes examining,  on a test  basis,
   evidence supporting the amounts and disclosures in the 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  Spring  Valley
   Partnership  as  of December  31,  1995 and  1994,  and the  results  of its
   operations and  its cash  flows for each  of the three  years in  the period
   ended December  31, 1995  in conformity with  generally accepted  accounting
   principles.  In addition,  in our opinion, the financial  statement schedule
   referred  to above,  when  considered in  relation  to the  basic  financial
   statements taken  as a whole, presents fairly, in all material respects, the
   information required to be included therein.

   Boston, Massachusetts
   January 31, 1996
   <PAGE>
                             SPRING VALLEY PARTNERSHIP

                                  BALANCE SHEETS
                            December 31, 1995 and 1994
                                                  

                                      ASSETS
<TABLE>
<CAPTION>

                                                                1995           1994    
            Fixed assets, at cost  
               <S>                                          <C>            <C>
               Land                                         $ 10,403,471   $ 10,403,471
               Building and improvements                      43,005,827     42,726,512

                                                              53,409,298     53,129,983

               Less: Accumulated depreciation                (12,084,310)   (10,243,666) 

                     Total fixed assets                       41,324,988     42,886,317
             
            Cash and cash equivalents                            575,566        252,502
            Other assets                                         916,171        772,544

                  Total assets                              $ 42,816,725   $ 43,911,363


                                    LIABILITIES AND PARTNERS' EQUITY


            Accounts payable                                $     45,576   $      8,532  
            Accrued expenses and other
               liabilities (Note C)                              187,937        195,054
             
                  Total liabilities                              233,513        203,586     
                  

            Partners' equity (Note D)                         42,583,212     43,707,777

                  Total liabilities and Partners' equity    $ 42,816,725   $ 43,911,363

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

                                        STATEMENTS OF OPERATIONS
                          For the Years Ended December 31, 1995, 1994 and 1993
                                                   
<TABLE>
<CAPTION>
                                                   1995           1994        1993   

            <S>                                 <C>           <C>          <C>
            Rental revenue                      $6,544,064    $5,994,653   $5,840,455
            Other income                            35,233        26,811       20,871    

                  Total revenues                 6,579,297     6,021,464    5,861,326

            Expenses:                            
               Operating (Note F)                  350,023       496,641      511,473
               Maintenance                         511,014       487,766      381,847
               Management fees (Note F)            398,642       344,760      354,948
               Real estate taxes                 1,661,539     1,543,217    1,599,226
               Depreciation                      1,840,644     1,798,003    1,717,710

                  Total expenses                 4,761,862     4,670,387    4,565,204

            Net income (Note G)                 $1,817,435    $1,351,077   $1,296,122
</TABLE>
                                 The accompanying notes are an integral
                                   part of the financial statements.
            <PAGE>
                                       SPRING VALLEY PARTNERSHIP

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

                                                         
<TABLE>
<CAPTION>
                                                              Berkshire
                                             Cash Plus V      Realty         Total
                                               Limited        Company,      Partners'
                                             Partnership       Inc.          Equity  

            Balance at
            <S>                              <C>            <C>            <C>
            December 31, 1992                $23,454,712    $23,436,870    $46,891,582
             
            Distributions                     (1,332,330)    (1,337,670)    (2,670,000)

            Net income                           646,761        649,357      1,296,118

            Balance at
            December 31, 1993                 22,769,143     22,748,557     45,517,700 

            Distributions                     (1,577,339)    (1,583,661)    (3,161,000)

            Net income                           674,187        676,890      1,351,077

            Balance at
            December 31, 1994                 21,865,991     21,841,786     43,707,777 

            Distributions                     (1,468,058)    (1,473,942)    (2,942,000)

            Net income                           906,900        910,535      1,817,435

            Balance at
            December 31, 1995                $21,304,833    $21,278,379    $42,583,212
</TABLE>
                                 The accompanying notes are an integral
                                   part of the financial statements.
            <PAGE>
                                       SPRING VALLEY PARTNERSHIP

                                       STATEMENTS OF CASH FLOWS 
                          For the Years Ended December 31, 1995, 1994 and 1993
                                                         
<TABLE>
<CAPTION>
                                                         1995     1994               1993  
            Operating activities:
              <S>                                    <C>          <C>           <C>
              Net income                             $ 1,817,435  $1,351,077    $ 1,296,122
              Adjustments to reconcile net
                  income to net cash provided by
                operating activities:
                  Depreciation                         1,840,644    1,798,003     1,717,710
                  (Increase) decrease in other
                     assets                             (143,627)     119,721        66,224
                  Increase (decrease) in accounts
                     payable                             37,044      (126,252)       34,906
                  Decrease in other liabilities          (7,117)       (5,574)       (5,848)

                           Net cash provided by
                              operating activities     3,544,379    3,136,975     3,109,114

            Investing activities:
               Additions to fixed assets                (279,315)    (294,922)     (421,520)

                           Net cash used in investing
                              activities                (279,315)    (294,922)     (421,520) 
                 
            Financing activity:
               Distributions                          (2,942,000)  (3,161,000)   (2,670,000)

                           Net cash used in
                              financing activities    (2,942,000)  (3,161,000)   (2,670,000)

            Net increase (decrease) in cash              323,064     (318,947)       17,594
                      
            Cash and cash equivalents, beginning 
               of year                                   252,502      571,449       553,855

            Cash and cash equivalents, end
               of year                               $   575,566  $   252,502   $   571,449

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

                                     NOTES TO FINANCIAL STATEMENTS
                                              
   A.  Organization

       Spring Valley  Partnership was  formed on December  13, 1988 by  filing a
       Business  Certificate  in   the  Commonwealth  of  Massachusetts.     The
       Partnership  shall continue    until December    31, 2027  unless earlier
       terminated  per  the Partnership  Agreement  or  by  law.   The  original
       General Partner  interests  were  issued to  Krupp  Cash Plus-IV  Limited
       Partnership  ("Cash  Plus-IV"),   50.1%;    Krupp  Cash   Plus-V  Limited
       Partnership  ("Cash Plus-V"),  .01%;  and  Krupp Realty  Company  Limited
       Partnership ("Krupp Realty  Company"), 49.89%.  Pursuant to  the original
       Partnership  Agreement,  Cash  Plus-V  purchased  Krupp Realty  Company's
       interest in the Partnership  and succeeded  to its capital  contributions
       and its share of profit and loss allocations  and distributions.  On June
       25, 1991,  The Partnership executed  an Amended and Restated  Partnership
       Agreement, whereby Cash Plus-IV  assigned its rights, title and  interest
       in the Partnership  to Berkshire  Realty Company,  Inc. ("Berkshire"),  a
       Delaware Corporation.   Pursuant to the Assignment and First Amendment to
       Spring Valley  Partnership  Amended  and Restated  Partnership  Agreement
       dated  May 1,  1995, Berkshire  assigned 49.1%  of its rights,  title and
       interest in the Partnership to BRI OP Limited Partnership ("BRI OP  LP"),
       its majority owned  subsidiary.   As of  December 31,  1995, the  General
       Partners  of the Partnership  are BRI OP  LP (49.1%)  and Berkshire (1%),
       collectively,  "Berkshire Realty Company,  Inc." (50.1%)  and Cash Plus-V
       Limited  Partnership (49.9%). Profits  and losses  and distributions will
       continue to be allocated to the General Partners based on  the percentage
       of  their  respective capital  contributions  to total  partners' capital
       contributions.  

       On December 14, 1988, the Partnership acquired Spring  Valley Marketplace
       (the "Marketplace"), a  314,673 square foot shopping center located on 30
       acres  of  land in  Spring  Valley,  Rockland  County,  New  York.    The
       Partnership   acquired  the  Marketplace  for  $50,000,000  and  incurred
       closing costs of  $359,408 related to the acquisition.  Additionally, the
       Partnership  executed a Net  Operating Guaranty  Agreement ("NOI Guaranty
       Agreement") with the  seller, by which,  the seller  would reimburse  the
       Partnership if  the net  operating income  from the  Marketplace did  not
       meet or  exceed $4.3 million annually.   Per the NOI  Guaranty Agreement,
       which expired on December 13,  1990, the seller's obligation  was limited
       to $1,000,000  on a cumulative basis.   As a  result of the NOI  Guaranty
       Agreement,  the   Partnership  has  collected  $1,000,000,   the  maximum
       obligation due from the  seller, and has therefore reduced the cost basis
       of the Marketplace by this amount  for financial reporting purposes.  The
       Marketplace, built  in 1987, consists of  one structure  anchored by five
       major  tenants and  is  connected by  five  sections occupied  by smaller
       tenants.  The  Partnership owns the  Marketplace free and clear  from all
       material liens or encumbrances. 

   B.  Significant Accounting Policies

       The  Partnership  uses the  following  accounting policies  for financial
       reporting purposes, which  may differ in certain respects from those used
       for federal income tax purposes:
   <PAGE>
         Risks and Uncertainties

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

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

         Cash Equivalents

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

         Rental Revenues

         Leases  require the payment  of base rent  monthly in  advance.  Rental
         revenues are recorded on  the accrual basis.  Leases generally  contain
         provisions for  additional rent based on  a percentage of tenant  sales
         and other  provisions which are also recorded on the accrual basis, but
         are  billed  in  arrears.    Minimum  rental  revenue  for  long   term
         commercial leases is recognized on a straight-line basis over the  life
         of the related lease.

         Depreciation

         Depreciation of  building and improvements is  provided for by the  use
         of the straight-line method over estimated useful lives of 3-25  years.
         Tenant improvements are depreciated over the life of the lease.  

         Impairment of Long-Lived Assets

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

         The  General  Partners  routinely  perform  market  and growth  studies
         combined with  periodic appraisals  of their  unleveraged real  estate.
         The property  is carried at  cost less accumulated depreciation  unless
         the General Partners believe  there is significant impairment in value,
         in which case a  provision to write down the investment in property  to
         fair value will be charged against income.   At this time, the  General
         Partners  do  not  believe  that  any  assets  of  the  Partnership are
         impaired.

         Leasing Commissions

         The Partnership  amortizes  leasing commissions  over the  life of  the
         lease.
   <PAGE>
         Income Taxes

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

   C.    Accrued Expenses and Other Liabilities

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

      Accrued insurance                     $109,593     $106,504
      Tenant security deposits                73,442       86,267
      Other accrued expenses                   4,902        2,283 

                                            $187,937     $195,054

   D.  Partner's Equity

       Under  the  terms  of the  Partnership  Agreement,  profits,  losses  and
       distributions are allocated  49.9% to Cash Plus V Limited Partnership and
       50.1% to Berkshire Realty Company, Inc.


       As of December 31,  1995, the following cumulative partner  contributions
       and allocations had been made since inception of the Partnership:
<TABLE>
<CAPTION>
          
                                                50.1%  
                                               49.9%          Berkshire
                                             Cash Plus V       Realty         Total
                                               Limited        Company,       Partners'
                                             Partnership        Inc.          Equity   

                 <S>                         <C>            <C>            <C>
                 Capital contributions       $ 26,379,755   $ 26,373,641   $ 52,753,396
                 Distributions                (10,415,947)   (10,457,696)   (20,873,643)
                 Allocation of net income       5,341,025      5,362,434     10,703,459 

                    Total Partners' Equity 
                     at December 31, 1995    $ 21,304,833   $ 21,278,379   $ 42,583,212
</TABLE>
   E.  Future Base Rents Due Under Commercial Operating Leases

       Future  base rents  due  under commercial  operating  leases in  the five
       years 1996 through 2000 are as follows:

                 1996                 4,119,800
                 1997                 4,206,900
                 1998                 3,854,000
                 1999                 3,441,700
                 2000                 3,089,600
                 Thereafter          16,381,300
   <PAGE>
   F.  Related Party Transactions

       Property management  fees  are  paid  to  an  affiliate  of  the  General
       Partners monthly at  the rate of up to  6% of rentals and other operating
       income  received by  the Marketplace.   The  Partnership also  reimburses
       affiliates  for certain expenses  incurred in  connection with operations
       of  the Partnership  and  its  property including  accounting,  computer,
       insurance, travel legal and payroll.

       Amounts paid  to  affiliates of  the  General  Partners included  in  the
       accompanying financial statements were as follows:
<TABLE>
<CAPTION>
                                                    1995        1994         1993  

                     <S>                          <C>         <C>          <C>
                     Property management fees     $398,642    $344,760     $354,948  

                     Expense reimbursements         58,284     147,914      147,891

                     Charged to operations        $456,926    $492,674     $502,839
</TABLE>
   G.  Federal Income Taxes

       The  reconciliation  of  the  net  income reported  in  the  accompanying
       statement  of   operations  with   the   net  income   reported  in   the
       Partnership's federal income tax returns is as follows:
<TABLE>
<CAPTION>
                                                      1995          1994         1993   
              
                     Net income per statement
                        <S>                        <C>           <C>          <C>
                        of operations              $1,817,435    $1,351,077   $1,296,122

                     Add:

                        Book to tax depreciation
                           difference                 573,232       540,438      468,932

                     Less:
                        Rental adjustment required 
                           by Generally Accepted
                           Accounting  Principles     (18,176)      (35,585)     (34,243)

                     Net income for federal 
                        income tax purposes        $2,372,491    $1,855,930   $1,730,811
</TABLE>

      The allocation of the  1995 net income for  federal income tax purposes is
      as follows:
            <PAGE>
<TABLE>
<CAPTION>
                                              Passive       Portfolio
                                              Income          Income          Total    

                 Cash Plus V
                     <S>                    <C>             <C> <C>        <C>
                     Limited Partnership    $1,144,970      $   17,581     $1,162,551  

                 Berkshire Realty Company,
                     Inc.                    1,192,288          17,652      1,209,940

                                            $2,337,258      $   35,233     $2,372,491
</TABLE>
      The allocation of passive income differs  due to individual Joint  Venture
      Partner depreciation elections.
   <PAGE>
                                       SPRING VALLEY PARTNERSHIP

                        SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                           December 31, 1995
<TABLE>
<CAPTION>
                                                                 Costs 
                                                                 Capitalized
                                                                 Subsequent to
                                    Initial Cost to Partnership  Acquisition 
                                                  Buildings &    Buildings &  Depreciable
       Description   Encumbrances       Land      Improvements   Improvements   Life    

      Spring Valley
      <S>             <C>           <C>            <C>          <C>           <C>
      Marketplace    $    -         $10,403,471   $41,613,880    $1,391,947   3 to 25 Yrs

</TABLE>

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

      Spring Valley
      <S>            <C>           <C>          <C>           <C>              <C>           <C>
      Marketplace    $10,403,471   $43,005,827  $53,409,298   $12,084,310      1987          1988

</TABLE>
   Reconciliation of Real Estate  and Accumulated Depreciation for each  of the
   three years in the period ended December 31, 1995:
            <PAGE>
<TABLE>
<CAPTION>
        
                                     1995              1994           1993   
               Real Estate

               Balance at 
               <S>                        <C>              <C>             <C>
               beginning of year          $53,129,983      $52,835,061     $52,413,541      
               
               Acquisition and 
               improvements                   279,315          294,922         421,520
              
               Balance at 
               end of year                $53,409,298      $53,129,983     $52,835,061


               Accumulated Depreciation

               Balance at 
               beginning of year          $10,243,666      $ 8,445,663     $ 6,727,953     

               Depreciation expense         1,840,644        1,798,003       1,717,710 

               Balance at end of year     $12,084,310      $10,243,666     $ 8,445,663
</TABLE>

   Note:   The aggregate  cost  of the  Partnership's  real estate  for  federal
           income  tax purposes  was $52,545,169  and the  aggregate accumulated
           depreciation for federal income  tax purposes was $5,686,280 for  the
           year ended December 31, 1995.

<PAGE>