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                0-16817              

                    Krupp Insured Plus-II Limited Partnership
              (Exact name of registrant as specified in its charter)

               Massachusetts                             04-2955007
   (State or other jurisdiction of                    (IRS Employer
   incorporation or organization)                     Identification No.)


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

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

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

   Securities registered pursuant to Section 12(g) of the Act:
                                                          Units of Depositary
                                                             R e c e i p t s
                                                          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, as securities are non-voting.

   Documents incorporated by reference: See Part IV, Item 14

   The exhibit index is located on pages 10-15.
<PAGE>
                                      PART I

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

   ITEM 1.    BUSINESS

      Krupp  Insured  Plus-II Limited  Partnership  (the  "Partnership") is  a
   Massachusetts limited  partnership which  was formed on  October 29,  1986.
   The Partnership raised approximately $292 million through a public offering
   of  limited partner  interests evidenced  by units  of depositary  receipts
   ("Units")   and  used   the  investable   proceeds  primarily   to  acquire
   participating  insured  mortgages ("PIMs")  and  mortgage-backed securities
   ("MBS").   The  Partnership  considers itself  to be  engaged  only in  the
   industry segment of investment in mortgages.

      The  Partnership'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.   These insured mortgages were  issued or originated under  or in
   connection with  the  housing programs  of  the Federal  National  Mortgage
   Association ("FNMA"), the Government National Mortgage Association ("GNMA")
   or the Department of  Housing and Urban Development ("HUD").   PIMs provide
   the  Partnership with monthly  payments of principal  and interest and also
   provide for Partnership participation in the current  revenue stream and in
   residual value, if any, from a  sale or other realization of the underlying
   property.   The borrower conveys these  rights to the Partnership through a
   subordinated promissory note  and mortgage.  The participation features are
   neither insured nor guaranteed.

      The Partnership  also acquired MBS and  insured mortgages collateralized
   by  single-family or  multi-family mortgage  loans issued or  originated by
   GNMA,  FNMA, HUD or  the Federal Home  Loan Mortgage Corporation ("FHLMC").
   FNMA  and FHLMC guarantee the principal and  basic interest of the FNMA and
   FHLMC MBS, respectively.  GNMA  guarantees the timely payment of  principal
   and  interest  on its  MBS,  and  HUD  insures  the pooled  mortgage  loans
   underlying the GNMA MBS and its own direct mortgage loans.

      Although the Partnership will terminate no later  than December 31, 2026
   it is expected that the value of the PIMs generally will be realized by the
   Partnership through repayment or sale as  early as ten years from the dates
   of  the closings  of  the permanent  loans and  that  the Partnership  will
   realize the  value of all of  its other investments within  that time frame
   thereby  resulting in a dissolution of  the Partnership significantly prior
   to December 31, 2026.

      The Partnership's investments are not expected to be subject to seasonal
   fluctuations.   Any ultimate  realization of the  participation features of
   the PIMs  are subject to  similar risks associated with  equity real estate
   investments, including:   reliance on the owner's operating skills, ability
   to  maintain occupancy  levels,  control operating  expenses, maintain  the
   properties  and provide  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 Partnership may have little or no control.  

      The  requirements   for  compliance   with  federal,  state   and  local
   regulations to  date have not  had an  adverse effect on  the Partnership's
   operations, and no adverse effect is anticipated in the future.
<PAGE>

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

   ITEM 2.    PROPERTIES

      None

   ITEM 3.    LEGAL PROCEEDINGS

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

   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,  1996  was
   approximately 15,000.   One  of  the objectives  of the  Partnership is  to
   provide quarterly  distributions of cash flows generated by its investments
   in  mortgages.   The Partnership  anticipates that  future operations  will
   continue to generate cash available  for distribution.  Adjustments may  be
   made to the  distribution rate in the future due  to realization and payout
   of the existing mortgages.

      The  Partnership   made  the   following  distributions,   in  quarterly
   installments, to its Partners  during the two years ended December 31, 1996
   and 1995:
<TABLE>
<CAPTION>
                                                 1996                   1995        
                                           Amount    Per Unit     Amount    Per Unit

          Quarterly Distributions:
              <S>                       <C>           <C>      <C>           <C>
              Limited Partners          $16,414,171   $1.12    $16,414,173   $1.12
              General Partners              432,214                430,359

                                        $16,846,385            $16,844,532
</TABLE>

   ITEM 6.  SELECTED FINANCIAL DATA

      The following table sets  forth selected financial information regarding
   the  Partnership's   financial  position  and  operating   results.    This
   information should be 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>
                              1996           1995           1994         1993           1992

     <S>                  <C>            <C>            <C>          <C>           <C>
     Total revenues       $ 15,855,280   $ 16,366,468   $ 18,874,538 $ 19,209,240  $ 20,151,063

     Net income             12,331,212     12,656,200     14,147,772   14,525,508    15,501,205 

     Net income allocated to:

       Limited Partners     11,961,276     12,276,514     13,723,339   14,089,743    15,036,169 
       Average per Unit            .82            .84            .94          .96          1.03 

       General Partners        369,936        379,686        424,433      435,765       465,036 

       Total assets at
        December 31        207,552,419    212,789,466    215,697,082  241,054,891   253,077,218

     Distributions to:
       Limited Partners
        Quarterly           16,414,171     16,414,173     21,738,336   23,432,667    23,464,971
        Average per Unit          1.12           1.12           1.48         1.60          1.60

        Special                   -             -         17,293,504    2,637,993          -   

        Average per Unit          -             -               1.18          .18          -

       General Partners         432,214       430,359        476,952      472,189       542,367 
</TABLE>

   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

       The  most  significant  demands  on  the  Partnership's  liquidity  are
   regular  quarterly distributions  paid to  investors of  approximately $4.1
   million.  Funds used for investor distributions are generated from interest
   income received on  the PIMs, MBS, cash and short-term investments, and the
   principal collections received on the PIMs  and MBS.  The Partnership funds
   a  portion of  the  distribution  from  principal collections  causing  the
   capital resources of the Partnership to continually decrease.   As a result
   of  this decrease,  the total  cash  inflows to  the Partnership  will also
   decrease,  which  will  result  in  periodic downward  adjustments  to  the
   distributions paid to investors.

       The  General Partners  periodically  review  the distribution  rate  to
   determine whether an adjustment to the distribution rate is necessary based
   on projected  future cash flows.   In general, the General  Partners try to
   set a distribution rate that provides for  level quarterly distributions of
   cash available  for distribution.   To the  extent quarterly  distributions
   differ from the cash available  for distribution, the General Partners  may
   adjust  the  distribution  rate  or  distribute  funds  through  a  special
   distribution.

       The General Partners believe  the Partnership can maintain the  current
   distribution  rate  for the  near future.   However,  in  the event  of PIM
   prepayments the Partnership  would be required  to distribute any  proceeds
   from  the  prepayments  as  a  special  distribution  which  may  cause  an
   adjustment to the distribution rate to reflect  the anticipated future cash
   inflows from the remaining mortgage investments.

   During the first quarter of 1996, the borrower of the Lily Flagg Apartments
   PIM approached the Partnership about a  potential sale of the property  and
   the  prepayment of  the PIM.   Since  then, the  borrower has  informed the
   General Partners  that a sale  most likely  will not occur  until 1998  but
   requested  a discharge of  the loan s participation  feature to improve the
   marketability  of  the  property.   The  General  Partners  have  agreed in
   principal to the borrower s request  in exchange for a full payment  of all
   additional  interest earned  through the  date of  the discharge,  which is
   expected to occur during the second quarter of 1997.
    
       The borrower  of the  Colonial Park  Apartments PIM  sold the  property
   during  1996 to  a buyer  who assumed  the first  mortgage loan  and future
   obligations  arising from  the participation  features.   In addition,  the
   Partnership received  $35,000 of  participation interest from  the borrower
   accumulated through the  date of  sale.   This assumption  will preserve  a
   favorable   coupon  interest  rate  for  the  Partnership  and  provide  an
   opportunity to  receive additional  participation interest from  the future
   operations and sale  or refinancing of the property.   The buyer intends to
   make  capital  improvements  at  the  property  that   should  enhance  its
   operations  and  value, and  could  ultimately  increase the  participation
   interest the Partnership receives from this investment.

       Many of  the other properties  in the portfolio  had solid performances
   during 1996.  Average occupancy at most of the properties exceeded 90%, and
   moderate increases in  market rental  rates were  achieved at  many of  the
   properties.  Seven properties generated  sufficient operating cash flow  to
   reach  the  threshold  for   payment  of  participation  interest   to  the
   Partnership during 1996.

       The Harbor  House Apartments  PIM has  experienced operating  deficits,
   however, property  operations  improved this  year  as a  result  of a  new
   management  team  that  is controlling  operating  expenses.   The  General
   Partners  will  continue  to monitor  this  situation.   In  the  event the
   improved property operations do not continue,  the borrower may not be able
   to  meet debt service  payments.  Should the  borrower default, the insured
   mortgage would be repaid through an insurance claim.  While the Partnership
   would  receive principal  and basic  interest on  the insured  mortgage, it
   would not receive any participation interest income.

       The General Partners are closely  monitoring the bankruptcy proceedings
   of the  borrower of the Greenhouse Apartments PIM.  Upon  resolution of the
   bankruptcy,  the Partnership will receive the  outstanding principal of the
   Greenhouse Apartments  PIM either as a prepayment or an insurance claim and
   then distribute these proceeds to investors as a special distribution.  The
   General  Partners do  not anticipate  receiving any  participation interest
   income from this PIM.

       Two other properties  experienced operating difficulties over  the past
   year, primarily due to soft  markets.  Country Meadows  physical  occupancy
   fell  to  the mid-80%  range during  1996.   Rental  rates at  the property
   compete unfavorably with the cost of home ownership in  blue-collar Laurel,
   Maryland.   Consequently, deep rental concessions  are offered to encourage
   prospective  residents,  but  with  little success.    Denrich  Apartments 
   average  occupancy  also was  in  the  mid-80%  range  during  1996.    The
   Philadelphia  neighborhood where  the property  is located  has many  other
   apartment  communities that  are  offering rental  rate  concessions.   The
   property is in need of significant repairs which the borrower  is unable to
   address due to  limited operating  cash flow.   The  property currently  is
   operating under a workout plan which expires in  December 1997; however, it
   is unlikely that operations  will improve enough to support  the contracted
   debt service.  The General Partners are monitoring both of these properties
   closely.

       For the first  five years of the PIMs the borrowers are prohibited from
   prepaying.   For the second five years,  the borrowers can prepay the loans
   and pay the greater of a  prepayment penalty or all participation  interest
   that would be due as of the date of prepayment.  The participation features
   of the PIMs are  neither insured nor guaranteed and if  prepayment of a PIM
   results  from  an insurance  claim the  Partnership  would not  receive any
   prepayment penalty nor any participation interest.  The Partnership has the
   option to call certain PIMs by accelerating their maturity if the loans are
   not prepaid by  the tenth  year after permanent  funding.  The  Partnership
   will  determine the merits  of exercising the  call option for  each PIM as
   economic conditions warrant.  Factors  such as the condition of the  asset,
   local  market conditions, interest rates and  available financing will have
   an impact on this decision.

   Assessment of Credit Risk

       The  Partnership's investments  in mortgages are  guaranteed or insured
   by  the  Government National  Mortgage  Association  ( GNMA ), the  Federal
   National Mortgage  Association ( FNMA ),  the  Federal Home  Loan  Mortgage
   Corporation  ( FHLMC ) or the United States Department of Housing and Urban
   Development ( HUD ) and therefore the certainty of their cash flows and the
   risk   of  material   loss  of   the  amounts   invested  depends   on  the
   creditworthiness of these entities.

       FNMA  is a  federally  chartered  private corporation  that  guarantees
   obligations  originated under its programs.  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.   GNMA guarantees the timely payment of principal and basic interest
   on  the securities it issues, which represents interest in pooled mortgages
   insured  by  HUD.   Obligations  insured  by HUD,  an  agency  of the  U.S.
   Government, are backed by the full faith and credit of the U.S. Government.

   Distributable Cash Flow and Net Cash Proceeds from Capital Transactions

       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, and the source  of cash distributions  for the year
   ended December 31, 1996 and the period from inception through December  31,
   1996.   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.
<TABLE>
                                           (Amounts in thousands, except per Unit amounts)
<PAGE>
                                                                                 Inception
                                                                  Year Ended       Through
                                                                   12/31/96       12/31/96
            Distributable Cash Flow:

            <S>                                                     <C>           <C>
            Income for tax purposes                                 $13,886       $153,657

            Items not requiring (not providing) the use of 
             operating funds:
              Amortization of prepaid expenses, fees and
               organization costs                                       578          8,020
              Acquisition expenses paid from offering
               proceeds charged to operations                           -              690
              Shared appreciation income/prepayment penalties           -           (2,001)
              Gain on sale of MBS                                       -             (377)

            Total Distributable Cash Flow ("DCF")                   $14,464       $159,989

            Limited Partners Share of DCF                           $14,030       $155,189

            Limited Partners Share of DCF per Unit                  $   .96       $  10.59

            General Partners Share of DCF                           $   434       $  4,800


            Net Proceeds from Capital Transactions:

            Principal collections on PIMs and PIM sale proceeds
             including Shared Appreciation Income/Prepayment
             Penalties                                              $ 1,211       $ 47,913
            Principal collections on MBS and MBS sale proceeds        2,587         61,868
            Reinvestment of MBS and PIM principal collections
             and sale proceeds                                          -          (41,966)
            Gain on sale of MBS                                         -              377

            Total Net Proceeds from Capital Transactions            $ 3,798       $ 68,192

            Cash available for distribution

            (DCF plus proceeds from Capital Transactions)           $18,262       $228,181

            Distributions:

              Limited Partners                                      $16,414(a)    $218,096(b)

              Limited Partners Average per Unit                     $  1.12(a)    $  14.88(b)(c)

              General Partners                                      $   434(a)    $  4,800(b)

                    Total Distributions                             $16,848       $222,896
</TABLE>
   (a)  Represents  all distributions  paid in 1996  except the  February 1996
        distribution  and includes an estimate  of the distribution to be paid
        in February 1997.
   (b)  Includes an estimate of the distribution to be paid in February 1997.
   (c)  Limited Partners  average per  Unit return  of capital as  of February
        1997  is $4.29 [$14.88  - $10.59]   Return of  capital represents that
        portion  of  distributions  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.

   Operations

      The following discussion  relates to  the operation  of the  Partnership
   during the years ended December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
                                                          (Amounts in thousands)
                                                    1996         1995          1994
              Interest income on PIMs:
                <S>                               <C>           <C>           <C>
                Base interest                     $12,070       $12,198       $13,109
                Participation interest received       419           250           271 
              Interest income on MBS
               and insured mortgages                3,366         3,573         4,031
              Other interest income                   387           346           374
              Partnership expenses                 (1,778)       (1,964)       (2,335)

              Distributable Cash Flow              14,464        14,403        15,450

              Shared Appreciation Income/
                Prepayment Penalties                 -              -             988
              Accrued Participation interest 
                income/(Accrued Participation 
                interest received)                   (387)          -             102
              Amortization of prepaid fees,
               expenses and organization costs     (1,746)       (1,747)       (2,392)

                  Net Income                      $12,331       $12,656       $14,148
</TABLE>

       Net income decreased slightly in 1996 as compared to 1995 due primarily
   to lower PIM  base interest and MBS  interest income and lower  Partnership
   expenses.   The Partnership funds  a portion of distributions  with MBS and
   PIM  principal collections  which  reduces the  invested assets  generating
   interest income  for the Partnership.   As invested assets  decline so will
   interest income on  MBS, base  interest income on  PIMs and other  interest
   income   Partnership   expenses  declined   due   to   lower  general   and
   administrative  expenses   and  a  reduction  in   reimbursements  paid  to
   affiliates  in connection  with maintaining  the books  and records  of the
   Partnership  as  well   as  the   preparation  and   mailing  of   investor
   communications.

   Net income decreased  approximately $1,492,000 during  1995 as compared  to
   1994
   due primarily to lower  interest income that  resulted from a reduction  in
   the  invested assets  in the Partnership.   The  reduction in  assets was a
   result of a payoff  of the Mediterranean Village PIM during September 1994.
   Subsequently,  a special distribution  was made from the Partnership  using
   the payoff proceeds  and a portion of the  available cash.  The  decline in
   net  income  from 1994  to  1995 is  also  related to  participation income
   recognized in 1994 from the payoff of the Mediterranean Village PIM and the
   payment  of participation income  related to the  Longwood Villas PIM which
   together  totaled  approximately $1.1  million.    Interest income  on  MBS
   decreased in 1995  versus 1994 and  will continue  to decline as  principal
   collections decrease the Partnership's MBS portfolio.  The Partnership will
   continue to see a decline in base  interest income on its PIMs based on the
   amortization of the underlying mortgages.  Expenses decreased approximately
   $1,017,000   in  1995   versus  1994   primarily  resulting   from  reduced
   amortization expense.   As a result  of the repayment of  the Mediterranean
   Village  PIM, the Partnership  fully amortized its  associated prepaid fees
   and  expenses which increased  amortization expense in  1994 as compared to
   1995.     During 1995,  the Partnership experienced  a decrease  in expense
   reimbursements to affiliates and a decrease in the asset management fee due
   to a reduced asset base when compared to 1994.

   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 Plus Corporation which is
   a General Partner of the Partnership and is the general partner of Mortgage
   Services Partners Limited  Partnership, which is the  other General Partner
   of the Partnership, is as follows:

                                           Position with
            Name and Age                   Krupp Plus Corporation

            Douglas Krupp (50)             Co-Chairman of the Board
            George Krupp (52)              Co-Chairman of the Board
            Laurence Gerber (40)           President
            Peter F. Donovan (43)          Senior Vice President
            Robert A. Barrows (39)         Vice President and 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 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 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 Director of Berkshire Realty Company, Inc. (NYSE-
   BRI).  Mr.  Krupp also serves as Chairman of the Board and Trustee of Krupp
   Government Income Trust and Krupp Government Income Trust II.
    
      George Krupp is the Co-Chairman  and Co-Founder of The Berkshire  Group.
   Established  in 1969 as  the Krupp  Companies, this real  estate-based firm
   expanded over the years within its areas  of expertise including investment
   program sponsorship,  property and  asset management, mortgage  banking and
   healthcare facility ownership.  Today, The Berkshire Group is an integrated
   real  estate,  mortgage and  healthcare company  which is  headquartered in
   Boston with regional offices throughout the  country.  A staff of 3,400 are
   responsible for more than $3 billion under management for institutional and
   individual clients.  Mr. Krupp attended the  University of Pennsylvania and
   Harvard University. 

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

      Peter F. Donovan 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  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.  

      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.

   ITEM 11. EXECUTIVE COMPENSATION

      The Partnership has no directors or executive officers.

   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      As of December 31, 1996, no person owned of record or was known by the
   General  Partners to  own beneficially  more than  5% of  the Partnership's
   14,655,412 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

      Information required  under this  Item is  contained  in Note  F to  the
   Partnership's Notes To Financial Statements presented in Appendix A to 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
          Schedule included under Item 8, Appendix A, page F-2 to this report.

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

   (b)    Exhibits:

          Number and Description
          Under Regulation S-K  

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

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

               (4.1)  Amended  and Restated  Agreement of  Limited Partnership
                      dated  as of  May  29,  1987 [Exhibit  A  to  Prospectus
                      included   in   Post  Effective   Amendment  No.   1  of
                      Registrant's Registration  Statement on Form S-11  dated
                      June 18, 1987 (File No. 33-9889)].*

               (4.2)  Second  Amendment to  Agreement  of  Limited Partnership
                      dated as of June 17, 1987 [Exhibit 4.6 in Post Effective
                      Amendment No.  l of Registrant's Registration  Statement
                      on Form S-11 dated June 18, 1987 (File No. 33-9889)].*

               (4.3)  Subscription  Agreement whereby  a subscriber  agrees to
                      purchase Units and adopts  the provisions of the Amended
                      and Restated Agreement of Limited Partnership [Exhibit D
                      to Prospectus included in Post Effective Amendment No. 1
                      of  Registrant's  Registration  Statement  on Form  S-11
                      dated June 18, 1987 (File No. 33-9889)].*

               (4.4)  Copy of Amended Certificate of Limited Partnership filed
                      with the  Massachusetts Secretary of State  on April 28,
                      1987.  [Exhibit 4.4  in Amendment No. 1 of  Registrant's
                      Registration Statement  on Form S-11 dated  May 14, 1987
                      (File No. 33-9889)].*

          (10) Material Contracts:

               (10.1)  Form  of  agreement between  the  Partnership  and Krupp
                       Mortgage Corporation.  [Exhibit 10.3 in Amendment No.  1
                       of  Registrant's  Registration  Statement  on Form  S-11
                       dated May 14, 1987 (File No. 33-9889)].*

               Colonial Park Apartments

               (10.2)  Prospectus  for GNMA  Pool No.  248521 (PL).    [Exhibit
                       19.1  to  Registrant's  Report  on  Form  10-Q  for  the
                       quarter ended June 30, 1988 (File No. 0-16817)].*

               (10.3)  Subordinated Open-End  Multi-Family Mortgage  (including
                       Subordinated  Promissory  Note)  dated  March  30,  1988
                       between Euclid Creek Company,  and York Associates, Inc.
                       [Exhibit 19.2  to Registrant's Report  on Form 10-Q  for
                       the quarter ended June 30, 1988 (File No. 0-16817)].*

               (10.4)  Assignment  of  Subordinated Mortgage  dated  March  30,
                       1988  between York  Associates,  Inc. and  Krupp Insured
                       Plus-II   Limited    Partnership.   [Exhibit   19.3   to
                       Registrant's Report on  Form 10-Q for the quarter  ended
                       June 30, 1988 (File No. 0-16817)].* 

               Westbrook Manor Apartments

               (10.5)  Prospectus  for GNMA  Pool No.  256059 (PL).    [Exhibit
                       19.6  to  Registrant's  Report  on  Form  10-Q  for  the
                       quarter ended June 30, 1988 (File No. 0-16817)].*

               (10.6)  Subordinated  Multi-Family   Deed  of  Trust  (including
                       Subordinated  Promissory  Note)  dated  April  19,  1988
                       between  Wiston  XXIII  Limited  Partnership  and  Krupp
                       Insured Plus-II  Limited Partnership.  [Exhibit 19.7  to
                       Registrant's Report on  Form 10-Q for the quarter  ended
                       June 30, 1988 (File No. 0-16817)].*

               Lakeside Apartments

               (10.7)  Prospectus for  GNMA Pool No.  255955. [Exhibit 19.8  to
                       Registrant's Report on  Form 10-Q for the quarter  ended
                       June 30, 1988 (File No. 0-16817)].*

               (10.8)  Subordinated  Multi-Family   Deed  of  Trust  (including
                       Subordinated  Promissory Note) dated May 5, 1988 between
                       Lakeside Apartments Partnership and  Krupp Insured Plus-
                       II Limited  Partnership. [Exhibit  19.9 to  Registrant's
                       Report on  Form 10-Q for the quarter ended June 30, 1988
                       (File No. 0-16817)].*

               Le Coeur du Monde Apartments

               (10.9)  Prospectus for  GNMA Pools  No. 257721  (CS) and  257722
                       (PN). [Exhibit 19.10 to Registrant's Report on Form  10-
                       Q  for  the  quarter ended  June 30,  1988 (File  No. 0-
                       16817)].*

               (10.10) Subordinated  Multi-Family   Open-End  Deed   of  Trust
                       (including Subordinated Promissory Note)  dated May 11,
                       1988 between Le Coeur du Monde  Limited Partnership and
                       Krupp  Insured  Plus-II  Limited  Partnership. [Exhibit
                       19.11  to Registrant's  Report  on  Form 10-Q  for  the
                       quarter ended June 30, 1988 (File No. 0-16817)].*

               Harbor House Apartments

               (10.11) Prospectus for  GNMA Pools No.  257723 (CS) and  257724
                       (PN). [Exhibit  19.12  to Registrant's  Report on  Form
                       10-Q  for the quarter ended  June 30, 1988 (File No. 0-
                       16817)].*

               (10.12) Subordinated    Multi-family     Mortgage    (including
                       Subordinated  Promissory   Note)  dated  May  11,  1988
                       between    Harbor   House   Apartment   Homes   Limited
                       Partnership   and   Krupp   Insured   Plus-II   Limited
                       Partnership. [Exhibit 19.13 to  Registrant's Report  on
                       Form 10-Q for  the quarter  ended June  30, 1988  (File
                       No. 0-16817)].*

               Fallwood Apartments

               (10.13) Prospectus for  GNMA Pool  No. 260300  (PL).   [Exhibit
                       19.14  to Registrant's  Report  on  Form 10-Q  for  the
                       quarter ended September 30, 1988 (File No. 0-16817)].*

               (10.14) Multifamily     Mortgage    (including     Subordinated
                       Promissory  Note)  dated June  23, 1988  between Wiston
                       XVIII  Limited  Partnership and  Krupp  Insured Plus-II
                       Limited  Partnership.  [Exhibit  19.15  to Registrant's
                       Report on  Form 10-Q  for the  quarter ended  September
                       30, 1988 (File No. 0-16817)].*

               Greenbrier Apartments

               (10.15) Prospectus for  GNMA Pool  No. 260301  (PL).   [Exhibit
                       19.16  to Registrant's  Report  on  Form 10-Q  for  the
                       quarter ended September 30, 1988 (File No. 0-16817)].*

               (10.16) Multifamily     Mortgage    (including     Subordinated
                       Promissory Note) dated  August 16, 1988  between Wiston
                       XVI  Limited  Partnership  and  Krupp  Insured  Plus-II
                       Limited Partnership.   [Exhibit  19.17 to  Registrant's
                       Report on  Form 10-Q  for the  quarter ended  September
                       30, 1988 (File No. 0-16817)].*

               Country Meadows Apartments

               (10.17) Prospectus for  GNMA Pools No.  260733 (CL) and  260734
                       (PN).   [Exhibit 19.18 to  Registrant's Report on  Form
                       10-Q for  the quarter  ended September  30, 1988  (File
                       No. 0-16817)].*

               (10.18) Subordinated   Multifamily  Deed  of  Trust  (including
                       Subordinated  Promissory  Note)  dated  June  15,  1988
                       between Country Meadows Limited  Partnership and  Krupp
                       Insured Plus-II  Limited Partnership.   [Exhibit  19.19
                       to Registrant's  Report on  Form 10-Q  for the  quarter
                       ended September 30, 1988 (File No. 0-16817)].*

               Pine Ridge Apartments

               (10.19) Prospectus  for  GNMA Pool  No.  259436(PL).   [Exhibit
                       10.27 to  Registrant's Report on Form 10-K for the year
                       ended December 31, 1988 (File No. 0-16817)]*

               (10.20) Subordinated     Multifamily    Mortgage     (including
                       Subordinated Promissory  Note) dated  October 18,  1988
                       between LaSalle National  Bank and Krupp  Insured Plus-
                       II   Limited   Partnership.      [Exhibit   10.28    to
                       Registrant's Report  on Form  10-K for  the year  ended
                       December 31, 1988 (File No. 0-16817)]*

               Denrich Apartments

               (10.21) Prospectus for  GNMA Pool  No. 267075  (PL).   [Exhibit
                       10.29  to Registrant's Report on Form 10-K for the year
                       ended December 31, 1988 (File No. 0-16817)].*

               (10.22) Subordinated     Multifamily     Mortgage    (including
                       Subordinated Promissory  Note) dated  November 3,  1988
                       between Arthur  J. Stagnaro  and Krupp Insured  Plus-II
                       Limited Partnership.   [Exhibit  10.30 to  Registrant's
                       Report on  Form 10-K  for the  year ended December  31,
                       1988 (File No. 0-16817)].*

               (10.23) Modification  Agreement  dated June  28,  1995  between
                       Arthur J. Stagnaro  and Krupp  Insured Plus-II  Limited
                       Partnership  [Exhibit  10.1 to  Registrant's  Report on
                       Form 10-Q for  the quarter  ended June  30, 1995  (File
                       No. 0-16817)].*

               The Greenhouse

               (10.24) Prospectus  for   GNMA   Pools   No.   259233(CS)   and
                       259234(PN)  [Exhibit  19.1 to  Registrant's  Report  on
                       Form 10-Q  for the quarter  ended March 31, 1989  (File
                       No. 0-16817)].*

               (10.25) Subordinated   Multifamily  Deed  of  Trust  (including
                       Subordinated  Promissory  Note) dated  January  5, 1989
                       between   Farnam  Associates  Limited  Partnership  and
                       Krupp Insured  Plus-II Limited  Partnership.   [Exhibit
                       19.2  to  Registrant's  Report on  Form  10-Q  for  the
                       quarter ended March 31, 1989 (File No. 0-16817)].*

               Walden Village Apartments

               (10.26) Subordinated Multifamily  Open-End Mortgage  (including
                       Subordinated Promissory Note) dated  February 23,  1989
                       between  The  Walden Village  Limited  Partnership  and
                       Krupp Insured  Plus-II Limited  Partnership.   [Exhibit
                       19.3  to  Registrant's  Report on  Form  10-Q  for  the
                       quarter ended March 31, 1989 (File No. 0-16817)].*

               (10.27) Participation  Agreement   dated   February  23,   1989
                       between  The  Centralbanc Mortgage  Company  and  Krupp
                       Insured Plus-II  Limited Partnership.  [Exhibit 19.4 to
                       Registrant's Report on Form 10-Q for  the quarter ended
                       March 31, 1989 (File No. 0-16817)].*

               Longwood Villas Apartments

               (10.28) Prospectus  for GNMA  Pool  No. 272539(PL).    [Exhibit
                       19.7  to  Registrant's  Report on  Form  10-Q  for  the
                       quarter ended June 30, 1989 (File No. 0-16817)].*

               (10.29) Subordinated     Multifamily     Mortgage    (including
                       Subordinated  Promissory  Note) dated  March  29,  1989
                       between Daniel  Properties XI  Limited Partnership  and
                       Krupp Insured  Plus-II Limited  Partnership.   [Exhibit
                       19.8  to  Registrant's  Report on  Form  10-Q  for  the
                       quarter ended June 30, 1989 (File No. 0-16817)].*

               (10.30) Guaranty Agreement  dated April  19, 1994  between SCA-
                       Florida Holdings  (I)  Incorporated and  Krupp  Insured
                       Plus-II   Limited   Partnership.   [Exhibit   10.29  to
                       Registrant's Report  on Form  10-K for  the year  ended
                       December 31, 1994 (File No. 0-16317)]*

               (10.31) Agreement of  Release, Assumption  and Modification  of
                       Subordinated  Promissory Note and Subordinated Mortgage
                       by and among Daniel Properties  XI Limited Partnership,
                       SCA-Florida  Holdings   (I)   Incorporated  and   Krupp
                       Insured Plus-II Limited Partnership. [Exhibit 10.30  to
                       Registrant's Report  on Form  10-K for  the year  ended
                       December 31, 1994 (File No. 0-16817)].*

               Lily Flagg Station

               (10.32) Prospectus for GNMA Pool No 272540(PL).   [Exhibit 19.9
                       to Registrant's  Report on  Form 10-Q  for the  quarter
                       ended June 30, 1989 (File No. 0-16817)].*

               (10.33) Subordinated     Multifamily     Mortgage    (including
                       Subordinated  Promissory  Note)  date  March  29,  1989
                       between Daniel  Properties  I Limited  Partnership  and
                       Krupp Insured  Plus-II Limited  Partnership.   [Exhibit
                       19.10  to Registrant's  Report  on  Form 10-Q  for  the
                       quarter ended June 30, 1989 (File No. 0-16817)].*

               Richmond Park Apartments

               (10.34) Prospectus for GNMA Pool  No. 260865 (PL) [Exhibit 1 to
                       Registrant's Report on  Form 8-K dated August  30, 1989
                       (File No. 0-16817)].*

               (10.35) Subordinated     Multifamily    Open-Ended     Mortgage
                       (including  Subordinated  Promissory  Note)  dated July
                       14,  1989   between  Carl   Milstein,  Trustee,   Irwin
                       Obstgarten, Al Simon and Krupp  Insured Plus-II Limited
                       Partnership.   [Exhibit  2  to Registrant's  Report  on
                       Form 8-K dated August 30, 1989 (File No. 0-16817)]*

               (10.36) Participation Agreement  dated  July 31,  1989  between
                       Krupp Insured  Mortgage Limited  Partnership and  Krupp
                       Insured Plus-II  Limited  Partnership.   [Exhibit 3  to
                       Registrant's Report on  Form 8-K dated August  30, 1989
                       (File No. 0-16817)].*

               Saratoga Apartments

               (10.37) Prospectus for GNMA Pool No. 280643  (Pl) [Exhibit 4 to
                       Registrant's Report on  Form 8-K dated August  30, 1989
                       (File No. 0-16817)].*

               (10.38) Subordinated     Multifamily    Mortgage     (including
                       Subordinated  Promissory  Note)  dated  July  27,  1989
                       between  American  National Bank  and Trust  Company of
                       Chicago, as Trustee  and Krupp Insured Mortgage Limited
                       Partnership.    [Exhibit  5 to  Registrant's  Report on
                       Form 8-K dated August 30, 1989 (File No. 0-16817)].*

               (10.39) Participation  Agreement  dated July  31,  1989 between
                       Krupp  Insured Plus-II  Limited  Partnership and  Krupp
                       Insured  Mortgage Limited  Partnership.   [Exhibit 6 to
                       Registrant's Report on  Form 8-K dated August  30, 1989
                       (File No. 0-16817)].*

               Carlyle Court

               (10.40) Prospectus for FNMA  Pool No. MX-073004  [Exhibit 10.50
                       to  Registrant's Annual  Report on  Form  10-K for  the
                       fiscal  year  ended  December 31,  1989  (file  No.  0-
                       16817)].*

               (10.41) Subordinated     Multifamily    Mortgage     (including
                       Subordinated Promissory Note) dated September 26,  1989
                       between   Carlyle-XI,    L.P.   an    Indiana   limited
                       partnership   and   Krupp   Insured   Plus-II   Limited
                       Partnership   [Exhibit  10.51  to  Registrant's  Annual
                       Report  on Form 10-K for the fiscal year ended December
                       31, 1989 (File No. 0-16817)].*

               Hillside Court

               (10.42) Prospectus for FNMA  Pool No. MX-073003 [Exhibit  10.52
                       to  Registrant's Annual  Report on  Form  10-K for  the
                       fiscal  year  ended  December 31,  1989  (File  No.  0-
                       16817)].*

               (10.43) Subordinated     Multifamily    Mortgage     (including
                       Subordinated Promissory Note) dated September 16,  1989
                       between  Hillside  Limited  Partnership-IX,  an Indiana
                       limited partnership  and Krupp Insured Plus-II  Limited
                       Partnership   [Exhibit  10.53  to  Registrant's  Annual
                       Report on Form 10-K  for the fiscal year ended December
                       31, 1989 (File No. 0-16817)].*

               Stanford Court

               (10.44) Prospectus for FNMA Pool  No. MX-073002 [Exhibit  10.54
                       to  Registrant's Annual  Report on  Form  10-K for  the
                       fiscal  year  ended  December 31,  1989  (File  No.  0-
                       16817)].*

               (10.45) Subordinated     Multifamily    Mortgage     (including
                       Subordinated Promissory Note) dated September 26,  1989
                       between  Hillside  Limited  Partnership-IX,  an Indiana
                       limited partnership  and Krupp Insured Plus-II  Limited
                       Partnership   [Exhibit  10.55  to  Registrant's  Annual
                       Report on Form 10-K for the fiscal  year ended December
                       31, 1989 (File No. 0-16817)].*

               Waterford Court

               (10.46) Prospectus  for FNMA Pool  No. MX-073005 [Exhibit 10.56
                       to  Registrant's Annual  Report on  Form  10-K for  the
                       fiscal  year  ended  December 31,  1989  (File  No.  0-
                       16817)].*

               (10.47) Subordinated     Multifamily    Mortgage     (including
                       Subordinated Promissory Note) dated September 26,  1989
                       between  Waterford-VIII, an Indiana limited partnership
                       and Krupp Insured Plus-II  Limited Partnership [Exhibit
                       10.57 to  Registrant's Annual Report  on Form 10-K  for
                       the fiscal year ended  December 31,  1989 (File No.  0-
                       16817)].*

           * Incorporated by reference.

   (c)    Reports on Form 8-K

               During  the last quarter  of the year  ended December 31, 1996,
               the Partnership did not file any reports on Form 8-K.
<PAGE>
                                    SIGNATURES

          Pursuant  to the  requirements  of  Section  13 or  15  (d)  of  the
   Securities Exchange Act of 1934, the registrant has duly caused this report
   to be signed on its behalf  by the undersigned, thereunto duly  authorized,
   on the 5th day of February, 1997.

                            KRUPP INSURED PLUS-II LIMITED PARTNERSHIP

                            By: Krupp Plus Corporation,
                                a General Partner



                            By: /s/ Douglas Krupp                   
                                Douglas Krupp, Co-Chairman 
                                (Principal Executive Officer) and
                                Director of Krupp Plus 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 5th day  of February,
   1997.

               Signatures                     Title(s)


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


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


   /s/ Peter F. Donovan            Senior Vice President of Krupp Plus 
   Peter F. Donovan                Corporation, a General Partner
    

   /s/ Robert A. Barrows           Treasurer and Chief Accounting Officer of
   Robert A. Barrows               Krupp Plus Corporation, a General Partner
<PAGE>


                                    APPENDIX A

                    KRUPP INSURED PLUS-II LIMITED PARTNERSHIP
                                              










                        FINANCIAL STATEMENTS AND SCHEDULE
                               ITEM 8 of FORM 10-K

             ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
                       For the Year Ended December 31, 1996
<PAGE>
                    KRUPP INSURED PLUS-II LIMITED PARTNERSHIP

                    INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
                                               



   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 Partners' Equity for the Years
   Ended December 31, 1996, 1995 and 1994                                  F-6

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

   Notes to Financial Statements                                    F-8 - F-14

   Schedule IV - Mortgage Loans on Real Estate                     F-15 - F-18


   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
   Krupp Insured Plus-II Limited Partnership:

          We have audited the financial statements and the financial statement
   schedule of  Krupp Insured Plus-II Limited  Partnership (the "Partnership")
   listed  in the  index on  page  F-2 of  this  Form 10-K.   These  financial
   statements  and financial statement schedule are  the responsibility of the
   General Partners of the Partnership.   Our responsibility is to  express an
   opinion  on these  financial  statements and  financial statement  schedule
   based on our audits.

          We  conducted  our  audits  in accordance  with  generally  accepted
   auditing standards.  Those  standards require that we plan  and perform the
   audit to obtain reasonable assurance about whether the financial statements
   are free of material misstatement.  An audit includes examining,  on a test
   basis, evidence  supporting the amounts  and disclosures  in the  financial
   statements.   An audit  also includes assessing  the accounting  principles
   used  and  significant  estimates  made  by  the  General Partners  of  the
   Partnership,  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  Insured
   Plus-II Limited  Partnership as  of December  31, 1996  and  1995, and  the
   results of its operations and its cash flows for each of the three years in
   the  period ended December  31, 1996 in  conformity with generally accepted
   accounting  principles.    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.

                                   COOPERS & LYBRAND L.L.P.




   Boston, Massachusetts
   January 30, 1997
<PAGE>
                               KRUPP INSURED PLUS-II LIMITED PARTNERSHIP
<TABLE>
                                            BALANCE SHEETS

                                      December 31, 1996 and 1995
                                                         

                                                ASSETS
<CAPTION>
                                                                         1996         1995

      <S>                                                            <C>           <C>
      Participating Insured Mortgages ("PIMs") (Notes B, C and H)    $151,717,926  $152,929,361
      Mortgage-Backed Securities and multi-family insured
       mortgages("MBS") (Notes B, D and H)                             41,283,769    44,597,272

          Total mortgage investments                                  193,001,695   197,526,633

      Cash and cash equivalents (Notes B and H)                         7,921,270     5,963,681
      Short-term investment                                                  -          498,160
      Interest receivable and other assets                              1,604,301     2,029,363
      Prepaid acquisition fees and expenses, net of
       accumulated amortization of $8,279,914 and 
       $6,954,567, respectively (Note B)                                3,888,963     5,214,310
      Prepaid participation servicing fees, net of
       accumulated amortization of $2,629,406 and 
       $2,208,277, respectively (Note B)                                1,136,190     1,557,319

          Total assets                                               $207,552,419  $212,789,466


                                   LIABILITIES AND PARTNERS' EQUITY


      Liabilities                                                    $     18,900  $     14,760

      Partners' equity (deficit) (Notes A and E ):

        Limited Partners                                              207,196,050   211,648,945
         (14,655,512 Units outstanding)
        General Partners                                                 (217,867)     (155,589)

        Unrealized gain on MBS (Note B)                                   555,336     1,281,350

          Total Partners' equity                                      207,533,519   212,774,706

          Total liabilities and Partners' equity                     $207,552,419  $212,789,466
</TABLE>

                                The accompanying notes are an integral 
                                   part of the financial statements.
<PAGE>
                             KRUPP INSURED PLUS-II LIMITED PARTNERSHIP
<TABLE>
                                          STATEMENTS OF INCOME

                          For the Years Ended December 31, 1996, 1995 and 1994
<CAPTION>
                                                             1996         1995          1994

          Revenues:
            Interest income - PIMs:
              <S>                                        <C>          <C>           <C>
              Base interest                              $12,070,443  $12,198,330   $13,108,877
              Participation interest                          31,948      249,812     1,360,047
            Interest income - MBS                          3,366,026    3,572,641     4,031,477
            Other interest income                            386,863      345,685       374,137

                 Total revenues                           15,855,280   16,366,468    18,874,538

          Expenses:
            Asset management fee to an affiliate
             (Note F)                                      1,458,207    1,487,312     1,579,713
            Expense reimbursement to affiliates
             (Note F)                                        155,091      227,167       467,986
            Amortization of prepaid expenses and 
             fees (Note B)                                 1,746,476    1,746,477     2,391,571
            General and administrative                       164,294      249,312       287,496

                 Total expenses                            3,524,068    3,710,268     4,726,766

          Net income (Note G)                            $12,331,212  $12,656,200   $14,147,772

          Allocation of net income (Note E):

            Limited Partners                             $11,961,276  $12,276,514   $13,723,339

            Average net income per Limited Partner
             interest                                    $       .82  $       .84   $       .94
             (14,655,512 Limited Partner 
             interests outstanding)

            General Partners                             $   369,936  $   379,686   $   424,433

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

                                 KRUPP INSURED PLUS-II LIMITED PARTNERSHIP
<TABLE>
                                 STATEMENTS OF CHANGES IN PARTNERS' EQUITY

                           For the Years Ended December 31, 1996, 1995 and 1994 
                                                            
<CAPTION>
                                                                                   Total
                                         Limited        General     Unrealized    Partners'
                                         Partners       Partners       Gains       Equity   

        <S>                             <C>             <C>             <C>     <C>
        Balance at December 31, 1993    $ 241,095,105   $ (52,397)      -       $ 241,042,708

        Net income                         13,723,339     424,433       -          14,147,772

        Quarterly distributions           (21,738,336)   (476,952)      -         (22,215,288)

        Special distributions             (17,293,504)       -          -         (17,293,504)

        Balance at December 31, 1994      215,786,604    (104,916)      -         215,681,688

        Net income                         12,276,514     379,686       -          12,656,200

        Distributions                     (16,414,173)   (430,359)      -         (16,844,532)

        Unrealized gain on MBS                 -             -       1,281,350      1,281,350

        Balance at December 31, 1995      211,648,945    (155,589)   1,281,350    212,774,706

        Net income                         11,961,276     369,936       -          12,331,212

        Quarterly distributions           (16,414,171)   (432,214)      -         (16,846,385)
           
        Change in unrealized gain              -             -        (726,014)      (726,014)

        Balance at December 31, 1996    $ 207,196,050   $(217,867)  $  555,336  $ 207,533,519
</TABLE>

                                The accompanying notes are an integral
                                 part of the financial statments
<PAGE>

                               KRUPP INSURED PLUS-II LIMITED PARTNERSHIP
<TABLE>
                                       STATEMENTS OF CASH FLOWS

                         For the Years Ended December 31, 1996, 1995 and 1994
                                                         
<CAPTION>
                                                         1996          1995            1994 

     Operating activities:
      <S>                                           <C>            <C>             <C>
      Net income                                    $ 12,331,212   $ 12,656,200    $ 14,147,772
      Adjustments to reconcile net income to net
       cash provided by operating activities:
       Amortization of short-term investment
       discount                                          (13,630)        (7,973)         -
       Amortization of prepaid expenses and
        fees                                           1,746,476      1,746,477       2,391,571
       Shared appreciation income/prepayment
         penalties                                         -               -           (987,550)
       Changes in assets and liabilities:
           Decrease (increase) in interest receivable
            and other assets                             425,062        154,566          (3,939)
           Increase (decrease) in liabilities              4,140           (634)          3,211

             Net cash provided by operating
               activities                             14,493,260     14,548,636      15,551,065

     Investing activities:
       Short-term investment                            (488,210)      (490,187)         -      
     Principal collections on MBS                      2,587,489      2,155,335       5,991,565
       Principal collections on PIMs                   1,211,435      1,113,310       1,057,016
       Proceeds from sale of PIM and PIM 
        prepayment including shared  
        appreciation income of $987,550 
         in 1994                                          -                -         12,113,315
       Investment in MBS                                  -              27,909        (146,053)
       Proceeds from sale of investment                1,000,000         -                -    

             Net cash provided by investing
              activities                               4,310,714      2,806,367      19,015,843

     Financing activities:
       Quarterly distributions                       (16,846,385)   (16,844,532)    (22,215,288)
       Special distributions                              -              -          (17,293,504)

             Net cash used for financing 
              activities                             (16,846,385)   (16,844,532)    (39,508,792)

     Net increase (decrease) in cash and 
       cash equivalents                                1,957,589        510,471      (4,941,884)

     Cash and cash equivalents, beginning of year      5,963,681      5,453,210      10,395,094

     Cash and cash equivalents, end of year         $  7,921,270   $  5,963,681     $ 5,453,210
</TABLE>
                                 The accompanying notes are an integral
                                   part of the financial statements.
<PAGE>
                    KRUPP INSURED PLUS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                                                
   A.  Organization

       Krupp  Insured  Plus-II  Limited  Partnership  (the "Partnership")  was
       formed  on  October  29,  1986  by  filing  a  Certificate  of  Limited
       Partnership  in The  Commonwealth  of Massachusetts.   The  Partnership
       issued all of the General  Partner Interests to Krupp Plus  Corporation
       and  Mortgage Services  Partners  Limited Partnership  in exchange  for
       capital contributions aggregating  $3,000.  The Partnership  terminates
       on December 31, 2026, unless terminated earlier  upon the occurrence of
       certain events as set forth in the Partnership Agreement.

       The Partnership commenced the public offering  of Units on May 29, 1987
       and  completed its  public offering  having sold  14,655,412 Units  for
       $292,176,381 net of purchase volume discounts of $931,859 as of May 27,
       1988.

   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 (Note G).

         PIMs

         PIMs are carried at amortized cost as the Partnership has the ability
         and intention to hold  them.  Basic  interest is recognized based  on
         the stated rate  of the Federal Housing  Administration ("FHA") first
         mortgage loan (less the  servicer's fee) or the stated coupon rate or
         reduced rate of the Government National Mortgage Association ("GNMA")
         or Federal National Mortgage Association ("FNMA") MBS.  To the extent
         interest rate reductions provide for  payment of unpaid base interest
         from surplus cash or the net proceeds from a sale or refinancing, the
         Partnership  will recognize  such  interest payments  as income  when
         received.   Participation interest  is recognized as  earned and when
         deemed collectible by the Partnership.

         MBS

         At  December  31,  1995,  the  Partnership  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  Partnership carries its MBS at  fair market
         value and  reflects  any  unrealized gains  (losses)  as  a  separate
         component of  Partners'  Equity.   Prior to  December  31, 1995,  the
         Partnership  carried  its  MBS  portfolio  at  amortized cost.    The
         Partnership amortizes purchase premiums or discounts over the life of
         the underlying mortgages using the effective interest method.

         Cash Equivalents

         Short-term investments represent investments with maturities of three
         months  or  less  at  the  date  of  acquisition  in  cash  and  cash
         equivalents.  The Partnership 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 consist  of acquisition fees  and expenses
         and  participation  servicing  fees  paid  for  the  acquisition  and
         servicing  of PIMs.   The  Partnership 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  expenses  incurred on  potential
         acquisitions which were not consummated were charged to operations.

         The Partnership  amortizes prepaid participation servicing fees using
         a method that approximates the effective interest  method over a ten-
         year  period  beginning  at  final  endorsement  of  the  loan  if  a
         Department  of Housing  and  Urban Development  ("HUD")  loan and  at
         closing if a FNMA loan.

         Income Taxes

         The Partnership  is  not liable  for federal  or  state income  taxes
         because Partnership  income is allocated  to the partners  for income
         tax purposes.  If 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,  such
         change will be reported to the partners.

         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.

   C.  PIMs

       The Partnership has  investments in twenty PIMs.   Of the twenty  PIMs,
       seven   funded  the   construction  of   multi-family  housing.     The
       Partnership's PIMs  consist  of a  GNMA or  FNMA  MBS representing  the
       securitized  first mortgage loan  on the underlying  property or a sole
       participation interest  in a 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  underlying property  above  specified  base
       levels.   The  borrower conveys  these  participation features  to  the
       Partnership  generally  through  a  subordinated  promissory  note  and
       mortgage (the "Agreement").  The Partnership receives guaranteed monthly
       payments of principal and interest on the GNMA and FNMA MBS and HUD
      insures the first mortgage loan underlying the  GNMA MBS and the
       FHA first mortgage loan.  

       The borrower usually cannot prepay  the first mortgage loan during  the
       first  five  years  and  usually 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  Partnership  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" 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 the  value of the  underlying property in  excess of a
       specified base.   Payment  of  Minimum Additional  Interest and  Shared
       Income Interest  will be  from the  operations of  the property  and is
       limited to 50% of  net revenue or  surplus cash as  defined by FNMA  or
       HUD, respectively. 

       The total amount of Minimum Additional Interest, Shared Income Interest
       and  Shared Appreciation  interest payable  by the  underlying borrower
       usually can  not 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  Shared Income or Minimum
       Additional 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  five years from the  date of the
       Agreement,  (2) the maturity  date or accelerated  maturity date of the
       Agreement, or (3) prepayment of amounts due under the Agreement and the
       insured mortgage.

       Under the Agreement, the Partnership, upon giving twelve months written
       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.

       During the  fourth quarter of 1996,  the borrower of  the Colonial Park
       Apartments PIM  sold the  property to  a buyer  that assumed the  first
       mortgage loan and future obligations arising from the participation 
       features.  The Partnership received  $35,000 as a discounted payoff  of
       the  accumulated  participation interest  then  due  from the  original
       borrower. By  permitting  the  sale,  the  Partnership  will  retain  a
       favorable coupon rate and the potential to realize future participation
       income. 

       On September 30, 1994, the Partnership received a prepayment on the
       Mediterranean  Village   PIM  totaling  $12,581,806.     The  repayment
       consisted of outstanding principal of $11,125,765, a prepayment penalty
       of $861,319  and accrued and delinquent base interest of $594,722.  The
       prepayment  penalty received by  the Partnership was  in excess of what
       the Partnership would have received   under  the   Shared  Appreciation
       calculation.    Under  that  calculation, the  Partnership  would  have
       received approximately $525,000 in  Shared Appreciation and $215,000 of
       accrued Shared Income or Minimum Additional Interest.

     Listed in the chart is a summary of the Partnership's PIM investments.
     The Partnership's PIMs consisted  of the following at December 31, 1996
     and 1995:
<TABLE>
<CAPTION>
                 Aggregate       Number      Permanent
                 Original        of PIMs     Interest      Maturity           Investment Basis
   Issuer        Principal     at 12/31/96   Rate Range   Date Range         at December 31,    
                                                                            1996          1995
   <S>         <C>               <C>         <C>          <C>           <C>           <C>
   GNMA        $121,422,795      15 (a)      6.25%-8.5%   4/23 - 4/31   $116,109,644  $117,026,510
                                             (b)(c)(d)
   FNMA          30,015,000       4          7.25%-7.75%    10/99         28,552,155    28,810,803

   FHA            7,220,800       1             8.55%       11/30          7,056,127     7,092,048

               $158,658,595      20                                     $151,717,926  $152,929,361
</TABLE>
   (a)  Includes  two  PIMs  -  Richmond  Park  and  Saratoga -  in  which  the
        Partnership holds  a  62%  and  50%  interest,  respectively,  and  the
        remaining portion is held by an affiliate of the Partnership.  
   (b)  The Partnership  agreed to temporarily reduce  the interest rate on the
        Harbor House  PIM effective on March  1, 1992, for  a period of  thirty
        months at rates ranging from 6.75% to 7.75%  per annum. Since then  the
        rate  has been 8.25% per  annum.  As  consideration for this reduction,
        the Partnership increased  its Minimum Additional Interest from .5%  to
        .75%  as  well  as reduced  the  Shared Appreciation  Interest  Base to
        $13,000,000 from $13,750,000.
   (c)  In May  1993, the Partnership agreed to temporarily reduce the interest
        rate of the  Le Couer du  Monde PIM,  retroactive to  October 1,  1992.
        The reduction  lasted for  thirty-six months and ranged  from 6.375% to
        8.125% per annum.   The current interest rate is  8.25% per annum.  Any
        unpaid  interest is  payable  from the  net  proceeds from  a  sale  or
        refinancing of  the property.  As consideration for this reduction, the
        Partnership increased  its Shared Appreciation  Interest rate from  30%
        to  35% and  decreased the  base value  used for  this calculation from
        $10,795,260 to $9,814,200.
   (d)  On June  28, 1995,  the Partnership entered  into a temporary  interest
        rate  reduction agreement  on the  Denrich Apartments  PIM.   Beginning
        July 1, 1995, the  interest rate decreased  from 8% per annum to  6.25%
        per annum for thirty months, then will increase to 6.75% per annum  for
        the  following  thirty-six  month  period  and  then  increase  to  the
        original  interest  rate  of  8% per  annum.    The difference  between
        interest at  the original interest rate  and the reduced interest rates
        will  accumulate  and be  payable from  surplus  cash or  from the  net
        proceeds of a  sale or refinancing.   These accumulated amounts will be
        due and payable prior to  any distributions to the  borrower or payment
        of  participation  interest  to  the  Partnership.    Also  under   the
        agreement, the base level for calculating Shared Appreciation  Interest
        decreased from $4,025,000 to $3,500,000.

        The  underlying mortgages  of  the PIMs  are  collateralized  by multi-
        family    apartment  complexes located  in  12 states.    The apartment
        complexes range in size from 80 to 736 units.

   D. MBS

      At December 31, 1996, the  Partnership's MBS portfolio has an  amortized
      cost of  $40,728,433 and  unrealized gains and  losses of  approximately
      $830,000  and   $275,000,  respectively.  At  December   31,  1995,  the
      Partnership's  MBS portfolio had an unamortized  cost of $43,315,922 and
      unrealized gains  and losses  of  approximately $1,285,000  and  $4,000,
      respectively. The Partnership's MBS have maturities ranging from 2007 to
      2033.

   E. Partners' Equity

      Profits and losses  from Partnership operations  and Distributable  Cash
      Flow are allocated 97% to  the Unitholders and Corporate Limited Partner
      (the "Limited Partners") and 3% to the General Partners.

      Upon  the  occurrence  of  a  capital  transaction,  as  defined  in the
      Partnership Agreement, net  cash proceeds will 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, 99%  to the
      Limited  Partners  and 1%  to  the General  Partners  until  the Limited
      Partners receive an amount equal to any deficiency in the 11% cumulative
      return on their invested capital  that exists through fiscal years prior
      to the  date of the capital transaction, fourth, to the class of General
      Partners  until they have received an amount  equal to 4% of all amounts
      of cash distributed under all capital transactions and fifth, 96% to the
      Limited Partners and 4% to the General Partners.

      Profits arising  from a capital  transaction, will  be allocated in  the
      same  manner as  related  cash distributions.    Losses from  a  capital
      transaction will be allocated 97% to the Limited Partners and  3% to the
      General Partners.

      During  1996  and 1995,  the  Partnership  made quarterly  distributions
      totaling $1.12  per unit.  During 1994,  the Partnership  made quarterly
      distributions totaling  $1.48 and  special  distributions of  $1.18  per
      Unit. 

      As  of December 31, 1996, the following cumulative partner contributions
      and allocations have been made since the inception of the Partnership:
<TABLE>
<CAPTION>
                                      Corporate
                                       Limited      General   Unrealized
                        Unitholders    Partner      Partners     Gain         Total    

          <S>          <C>           <C>             <C>      <C>         <C>
          Capital      $292,176,381  $ 2,000         $ 3,000  $    -      $292,181,381
          contributions

          Syndication  
          costs         (15,580,734)     -            -            -       (15,580,734)

          Quarterly    (194,059,976)   (1,360)    (4,692,760)      -      (198,754,096)
          distributions

          Special       (19,931,361)     (136)        -            -       (19,931,497)   
          distributions

          Net income    144,590,222     1,014      4,471,893       -       149,063,129

          Unrealized 
          gain on MBS        -           -             -        555,336        555,336
          Total at    
          December 31
          1996         $207,194,532   $ 1,518     $ (217,867) $ 555,336   $207,533,519
</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  .75% per annum of
       the value of  the Partnership's actual  and committed mortgage  assets,
       payable quarterly.   The General partners may also receive an incentive
       management fee in an amount equal to .3% per annum on the Partnership's
       total  invested assets  provided  the Unitholders  have received  their
       specified non-cumulative  annual  return  on  their  Invested  Capital.
       Total  fees payable  to the  General Partners  for management  services
       shall not exceed  10% of cash available for distribution  over the life
       of the Partnership.

       Additionally,  the Partnership  reimburses  affiliates of  the  General
       Partners for certain costs incurred  in connection with maintaining the
       books and records of the Partnership and the preparation and mailing of
       financial  reports,  tax   information  and  other  communications   to
       investors.

   G.  Federal Income Taxes

       The reconciliation of the income reported in the accompanying financial
       statements  with the income reported  in the Partnership's 1996 federal
       income tax return is as follows:
<TABLE>
                <S>                                                     <C>
                Net income per statement of income                      $ 12,331,212

                    Add:  Book to tax difference for participation 
                            Income                                           387,293

                          Book to tax difference for amortization of
                            prepaid expenses and fees                      1,167,946

                    Net income for federal income tax purposes          $ 13,886,451
</TABLE>

       The allocation of the 1996  net income for federal income tax  purposes
       is as follows:
<TABLE>
<CAPTION>
                                                           Portfolio
                                                            Income    

                     <S>                                  <C>
                     Unitholders                          $ 13,469,765
                     Corporate Limited Partner                      92
                     General Partners                          416,594

                                                          $ 13,886,451
</TABLE>
                For the  years  ended December  31, 1996,  1995  and 1994  the
                average per unit income to  the Unitholders for federal income
                tax purposes was $.95, $.84 and $1.05, respectively.

   H. Fair Value Disclosures of Financial Instruments

      The Partnership uses the  following methods and assumptions  to estimate
      the fair value of each class of financial instruments:

          Cash and Cash Equivalents and Short-term Investment

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

          MBS

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

          PIMs

          There  is  no  established  trading  market for  these  investments.
          Management estimates the fair value of  the PIMs using quoted market
          prices  of MBS having the same stated  coupon rate.  Management does
          not include any participation  income in the Partnership s estimated
          fair  value arising  from  appreciation of  the  properties, 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  had  gross  unrealized  gains  and  losses of
          approximately $3,282,000 and $343,000 respectively,  at December 31,
          1996  and  gross unrealized  gains  of  approximately $5,606,000  at
          December 31, 1995.


     At December  31,  1996  and  1995,  the  estimated  fair  values  of  the
   Partnership's financial instruments are as follows:

                                                           1996          1995  
                    Cash and cash equivalents and
                     short-term investment               $  7,921      $  6,454
                    MBS                                    41,284        44,597
                    PIMs                                  154,657       158,535

                                                         $203,862      $209,586

                               KRUPP INSURED PLUS-II LIMITED PARTNERSHIP
<TABLE>
                              SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
                                           December 31, 1996
<CAPTION>
                                                  Normal
                                                 Monthly                                 Carrying
                         Interest   Maturity      Payment     Original       Current     Amount at
     PIMs (a)            Rate (b)   Date (k)        (l)     Face Amount   Face Amount    12/31/96
     GNMA
     
      <S>                 <C>       <C>         <C>         <C>           <C>             <C>
      Colonial Park       8.25%     4/15/23     $  19,700   $  2,700,000  $  2,540,874    $  2,540,874
       Apts            
      Euclid, OH         

      Country Meadows
       Apts
      Savage, MD          8.25%
                          (c)(e)(h)      10/15/30          
                                                     89,100   12,475,000    12,175,878    12,175,878


      Denrich Apartments
      Philadelphia, PA    6.25%
                          (c)(e)
                          (h)(r)         12/15/23    24,900    3,500,000     3,305,836     3,305,836



      Fallwood Apts.
      Indianapolis, IN    8.00%
                          (c)(e)(h)      7/15/23     49,700    7,000,000     6,587,160     6,587,160


      Greenbrier Apts.
      Overland Park, KS   8.25%
                          (c)(e)(h)      9/15/23     17,100    2,350,000     2,220,556     2,220,556


      Harbor House Apts.
      Madison, WI         8.25%
                          (g)(h)(m)
                                         4/12/31     89,200   12,484,304    12,230,830    12,230,830


      Lakeside Apts.
      Mountlake Terrace,
       WA                 8.00%
                          (c)(e)(h)      6/15/23     75,400   10,620,000     9,979,555     9,979,555



      Le Coeur du Monde
       Apts
      St. Louis, MO       8.25%
                          (c)(f)
                          (n)            10/15/30    70,100    9,814,200     9,574,782     9,574,782



      Lily Flagg Station
      Huntsville, AL      8.00%
                          (c)(e)(h)      4/15/24     89,500   12,594,835    11,940,217    11,940,217


      Longwood Villas
       Apts
      Orlando, FL         8.00%
                          (q)            4/15/24     47,500    6,690,456     6,342,718     6,342,718


      Pine Ridge Apts.
      Chicago, IL         8.25%
                          (c)(e)(h)      11/15/23    32,300    4,433,100     4,196,051     4,196,051


      Richmond Park
      Richmond Heights,
       OH                 7.50%
                          (c)(e)(h)      8/15/24    107,900   16,000,000    15,125,112    15,125,112

        Saratoga Apts.
         Rolling Meadows,
         IL                7.875%
                           (c)(e)(h)  8/15/24     47,300      
                                                           6,750,000       6,408,279    6,408,279



        The Greenhouse
        Omaha, NE          8.50%
                           (d)(e)(h)  2/15/30     64,600      
                                                           8,810,900       8,584,527    8,584,527

        Westbrook Manor
         Apts.
        Omaha, NE          8.25%
                           (c)(e)(h)  5/15/23     37,900      
                                                           5,200,000       4,897,269    4,897,269



                                                           
                                                           121,422,795   116,109,644  116,109,644


        FNMA
       
        Carlyle Court
        Indianapolis, IN  
                          
                           7.25%
                           (c)(e)(h) 
                                     
                                      10/1/99  
                                               
                                                  54,400
                                                    (o)    
                                                           
                                                            8,280,000               
                                                                                    
                                                                           7,862,659             
                                                                                                 
                                                                                        7,862,659
                                                                                                 
                                                                                                 

        Hillside Court
        Centerville, OH    7.25%
                           (c)(e)(h)  10/1/99     30,000
                                                    (o)         
                                                           4,590,000       4,358,648    4,358,648

        Stanford Court
        Speedway, IN       7.25%
                           (c)(e)(h)  10/1/99     46,700
                                                    (o)       
                                                           7,110,000       6,751,581    6,751,581


        Waterford Court
        Lafayette, IN      7.75%
                           (c)(g)(j)  10/1/99     69,500
                                                    (o)      
                                                           10,035,000      9,579,267    9,579,267


                                                             
                                                           30,015,000     28,552,155   28,552,155


        HUD                                                                                      
        Walden Village
         Apts.
        Dayton, OH         8.55%
                           (c)(f)(i)  11/1/30     53,200      
                                                           7,220,800       7,056,127    7,056,127



                                                           $158,658,595 $151,717,926 $151,717,926
                                                                                          (s)    
</TABLE>
  
  (a)     The  Participating Insured  Mortgages ("PIMs")  consist of  either a
          mortgage-backed security guaranteed by the Federal National Mortgage
          Association ( FNMA ) or the Government National Mortgage Association
          ( GNMA ),  or  a  direct  mortgage  insured  by  the  United  States
          Department  of  Housing   and  Urban  Development   ("HUD")  and   a
          subordinated  promissory  note and  mortgage  or  shared income  and
          appreciation agreement  with  the underlying  Borrower that  conveys
          participation interests in  the revenue stream  and appreciation  of
          the underlying property above certain specified base levels.
  
   (b)  Represents the permanent  interest rate of the GNMA or FNMA MBS or the
        HUD  direct   mortgage.    In   addition,  the   Partnership  receives
        additional interest  consisting  of (i)  Minimum  Additional  Interest
        based on  a percentage  of the unpaid  principal balance of  the first
        mortgage on  the  property, (ii)  Shared Income  Interest  based on  a
        percentage  of  monthly  gross  income  generated  by  the  underlying
        property in excess  of a specified base amount (but only to the extent
        it  exceeds the amount of Minimum  Additional Interest received during
        such month), (iii) Shared Appreciation  Interest based on a percentage
        of any increase in the value  of the underlying property in excess  of
        a specified base value.
  
   (c)  Minimum additional interest is  at a rate of .5% per  annum calculated
        on the unpaid principal balance of the first mortgage note.
  
   (d)  Minimum additional interest  is at a rate of .75% per annum calculated
        on the unpaid principal balance of the first mortgage note.
  
   (e)  Shared income interest is based on 25% of monthly  gross rental income
        over a specified base amount.
  
   (f)  Shared income interest is  based on 30% of monthly gross rental income
        over a specified base amount.
  
   (g)  Shared income interest is based on 35% of monthly gross  rental income
        over a specified base amount.
  
   (h)  Shared appreciation interest is  based on 25% of  any increase in  the
        value of the project over the specified base value.
  
   (i)  Shared appreciation interest  is based on  30% of any increase  in the
        value of the project over the specified base value.
  
   (j)  Shared appreciation  interest is based on  35% of any increase  in the
        value of the project over the specified base value.
  
   (k)  The  Partnership's  GNMA  MBS  and  HUD  direct  mortgages  have  call
        provisions,  which   allow   the  Partnership   to  accelerate   their
        respective maturity date.
  
   (l)  The  normal monthly  payment consisting  of principal  and interest is
        payable monthly  at level amounts  over the term  of the GNMA  MBS and
        the  HUD direct  mortgages.  The  GNMA MBS,  FNMA MBS  and HUD-insured
        first mortgage  loan generally  may not  be prepaid  during the  first
        five years and  may be prepaid subject  to a 9% prepayment  penalty in
        years  six through nine,  a 1% prepayment  penalty in year  ten and no
        prepayment  penalty  after  year  ten.    The  normal  monthly payment
        consisting  of principal and interest for FNMA MBS is payable at level
        amounts  based on a  35-year amortization.   All unpaid  principal and
        accrued interest is due at the end of year ten.
  
   (m)  The Partnership agreed to temporarily reduce the interest  rate on the
        Harbor  House PIM.   The reduction,  which was  effective on  March 1,
        1992,  lasted  for a period of thirty months  and ranged from 6.75% to
        7.75% per annum and thereafter is  8.25% per annum.  As  consideration
        for this reduction,  the Partnership increased its  Minimum Additional
        Interest from .5%  to .75% as well as reduced  the Shared Appreciation
        Interest Base from $13,750,000 to $13,000,000.
  
   (n)  The Partnership agreed to temporarily reduce the interest  rate on the
        Le Couer du  Monde PIM.   The reduction is  retroactive to October  1,
        1992, and  ranged from 6.375%  to 8.125% per annum  through October 1,
        1995 and thereafter  is at 8.25% per annum.  As consideration for this
        reduction, the Partnership increased its Shared Appreciation  Interest
        rate  from 30%  to 35%  and decreased  the  base value  used for  this
        calculation from $10,795,620 to $9,814,200.
  
   (o)  The  approximate  principal balance  due  at  maturity for  each  PIM,
        respectively, is as follows:
  
                                        PIM                 Amount
  
                                     Carlyle Court          $7,620,000
                                     Hillside Court         $4,224,000
                                     Stanford Court         $6,543,000
                                     Waterford Court        $9,308,000
  
   (p)  The  Partnership  permitted  the  borrower to  sell  the  property and
        allowed the buyer to assume the first mortgage loan.  The  Partnership
        received   from  the  borrower   $35,000  of   participation  interest
        accumulated  through  the  date  of sale.    In  addition,  this buyer
        entered  into  an agreement  with  the Partnership  to  pay additional
        interest   calculated monthly  and payable  semiannually at a  rate of
        .5% per annum on the unpaid principal balance of the  insured mortgage
        loan.
  
   (q)  The  Partnership permitted the  borrower to sell the  property and the
        buyer  assumed  the first  mortgage  loan and  any  future obligations
        arising under  the participation features.   The  Partnership received
        $35,000  as  a  discounted payoff  of  the  accumulated  participation
        interest through the sale date. 
  
   (r)  On  June 28, 1995,  the Partnership entered into  a temporary interest
        rate reduction  agreement on  the Denrich Apartments  PIM.   Beginning
        July 1, 1995, the  interest rate decreased from 8% per  annum to 6.25%
        per annum  for thirty  months, then increases  to 6.75% per  annum for
        the  following thirty-six  month  period  and  then increases  to  the
        original interest  rate  of 8%  per  annum.   The  difference  between
        interest at the original interest rate and the  reduced interest rates
        will accumulate  and  be payable  from surplus  cash or  from the  net
        proceeds of a sale or refinancing.  These accumulated amounts will  be
        due and  payable prior to any distributions to the borrower or payment
        of  participation  interest  to  the  Partnership.    Also  under  the
        agreement,   the  base  level   for  calculating  Shared  Appreciation
        Interest decreased from $4,025,000 to $3,500,000.
  
    (s) The  aggregate  cost  of  PIMs  for  federal income  tax  purposes  is
        $151,717,926.
  
     A reconciliation  of the  carrying value  of PIMs  for each of  the three
  years in the period ended December 31, 1996 is as follows:
  
<TABLE>
<CAPTION>
                                                      1996         1995             1994

             <S>                               <C>             <C>              <C>
             Balance at beginning of period    $152,929,361    $154,042,671     $166,225,452
           
             Deductions during period:
              Sales proceeds and 
               principal prepayment                  -               -           (11,125,765)
              Principal collections              (1,211,435)     (1,113,310)      (1,057,016)
           
             Balance at end of period          $151,717,926    $152,929,361     $154,042,671
</TABLE>