KRUPP INSTITUTIONAL MORTGAGE FUND LTD PARTNERSHIP
10-K, 1996-04-01
REAL ESTATE
Previous: FIRST CAPITAL INSTITUTIONAL REAL ESTATE LTD 3, 10-K, 1996-04-01
Next: ENSTAR INCOME PROGRAM II-1 LP, 10-K405, 1996-04-01



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

                                   FORM 10-K

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 [FEE REQUIRED]

   For the fiscal year ended       December 31, 1995                 
                                        OR
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

   For the transition period from                  to                  

         Commission file number             0-14378              
                     Krupp Institutional Mortgage Fund Limited Partnership
   (Exact name of registrant as specified in its charter)

               Massachusetts                 04-2860302
   (State or other jurisdiction of             (IRS Employer
   incorporation or organization)              Identification No.)

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

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

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

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

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

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

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

   Documents incorporated by reference:  See Part IV, Item 14(b) on pages 8-
   9.

   The exhibit index is located on pages 8-9.
   <PAGE>

                                      PART I

   ITEM 1.    BUSINESS

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

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

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

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

      As a result of management's annual assessment of the carrying value of
   the Participating Notes, which is based on the fair value of underlying
   properties considering such factors as tenant turnover, current and
   prospective occupancy levels, the current market competition and
   assumptions on potential proceeds that might be received upon sale, the
   General Partner of  KELP determined that the carrying value of its
   investments exceeded its net realizable value.  As of December 31, 1995,
   KELP has reduced the carrying value of its real estate by $5,986,000. 
   Accordingly, the Partnership has recorded a cumulative provision for
   credit losses of $16,524,000, against the outstanding mortgage note
   receivable balance of $28,319,943, on its related mortgage loans.

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

      The General Partners estimate that this disposition process, which has
   been ongoing through 1995 and earlier, could take several years.  Limited
   Partners should note that the deferral of property dispositions defers
   significant tax liabilities of all Partners.  It also defers the due date
   on certain notes totalling $2,790,388 issued by the partners of KELP,
   which have been pledged to the Partnership under a Collateral Pledge
   Agreement.  See Note D to the Financial Statements included in Appendix A
   of this report.

      As a result of the above mentioned disposition activities, subsequent to
   year end KELP sold Village Green Apartments to an unaffiliated third party
   for $5,200,000.  As a result of the Village Green sale, the Partnership
   will receive all available net cash proceeds from KELP.  Additionally,
   KELP has entered into a purchase and sale agreement with an unaffiliated
   buyer for the purchase of North Salado Village Shopping Center at a
   contracted sale price of $7,350,000.  For details of each transaction see
   Note D to the Financial Statements included in Appendix A of this report.

      As of December 31, 1995, the Partnership did not employ any personnel.

   Item 2.     PROPERTIES

      None.

   ITEM 3.     LEGAL PROCEEDINGS

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

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

      None.
                                     PART II

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

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

      The number of Limited Partners as of December 31, 1995 was approximately
   <PAGE>
   3,300.

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

                                                  $     Per Unit       $     Per Unit

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

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

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

   ITEM 6.     SELECTED FINANCIAL DATA

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

         <S>                <C>          <C>         <C>          <C>           <C> <C>
         Total revenues     $   868,620  $ 1,060,150 $   776,804  $   608,365    $   683,095

         Net income before     
          provision for 
          credit losses         765,125      899,420     606,894      414,812        513,807

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

         Net income
          (loss)            $   765,125  $(3,600,580) $   606,894 $(2,859,188)   $   513,807

         Allocation of 
          net income (loss):

          Limited
          Partners
           (30,059 Units
           outstanding)     $   757,474  $(3,564,574) $   600,825 $(2,830,596)   $   508,669
          Per Unit          $     25.20  $   (118.59) $     19.99 $    (94.17)   $     16.92

         <PAGE>
          General
          Partners          $     7,651  $   (36,006) $     6,069 $   (28,592)   $     5,138

         Total assets at
          end of year       $13,172,780  $13,092,186 $17,367,488  $17,378,398    $20,720,516

         Distributions:
          Limited
          Partners          $   676,327  $   676,327 $   601,180  $   488,459    $ 1,427,802
          Per Unit          $     22.50  $     22.50 $     20.00  $     16.25    $     47.50
          
          General
          Partners          $     6,832  $     6,832 $     6,073  $     4,934    $    14,422
</TABLE>
   Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS

   Liquidity and Capital Resources

      Currently, the Partnership has sufficient liquidity to meet its
   operating needs.  The most significant capital need is distributions to
   investors.  However, distributions are currently dependent on cash flow
   received from KELP's interest payments on the Participating Notes based
   upon the cash flow of the underlying properties.   

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

      On October 20, 1995, the partners of KELP refinanced the first mortgage
   note payable of North Salado Shopping Center for $2,972,130.  The terms of
   the new mortgage require monthly principal and interest payments of $31,612
   at a rate of 9.25% per annum.  The new mortgage note matures November 15,
   2009.  The new mortgage may be prepaid without penalty until November 15,
   1996, if the property is sold to an unaffiliated third party.  Previously,
   the mortgage note payable for North Salado required monthly payments of
   $32,241, consisting of principal and interest at the rate of 10.625% per
   annum.

      On March 5, 1996, KELP sold Village Green Apartments to an unaffiliated
   third party for $5,200,000. The buyer assumed the principal outstanding on
   the first mortgage note payable on the property of $4,633,989, as of the
   date of sale, which was netted against sales proceeds.  KELP will remit to
   KIMF available sale proceeds, net of closing costs, of approximately
   $400,000.
   <PAGE>
      The partners of KELP have entered into a purchase and sale agreement
   with an unaffiliated buyer for North Salado Village Shopping Center.  The
   contracted price for the property is $7,350,000 and the sale is expected to
   take place during the second quarter of 1996.  At December 31, 1995, the
   property is subject to first and second mortgages of $2,954,660 and
   $7,513,000, respectably.
    
   Operations

   1995 Compared to 1994

      Total revenues decreased approximately $192,000 primarily from a
   decrease in cash flow from the underlying KELP mortgages.   The decrease in
   cash flows was impacted by the sale of NOC Mall in 1994.  The decrease in
   interest income on mortgage notes receivable was partly offset by an
   increase in interest income earned on cash and cash equivalents.

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

   1994 Compared to 1993

      Total revenues increased as a result of additional income earned from
   the Partnership's first mortgage interest investment as a first lien holder
   of Northeast Plaza, as well as cash flows generated by KELP's properties. 
   Upon KELP's sale of NOC Mall, the Partnership recorded interest income of
   approximately $83,000 for the release of the property as collateral for the
   additional Participating Notes.  Expenses include a provision for losses
   recorded in 1994 of $4,500,000 on the Participating Notes based on the
   current estimated value of the collateral.

   Distributable Cash from Operations

      Distributable Cash from Operations of $765,000, $899,000 and $607,000,
   as defined by Section 5.01 of the Partnership Agreement, is equivalent to
   the net income before the provision for credit losses on the Participating
   Notes for the fiscal years ended December 31, 1995, 1994 and 1993,
   respectively.

   KELP's Results of Operations

      The average occupancy percentages for KELP's properties for the fiscal
   years ended 1995, 1994, 1993, 1992 and 1991 for residential and commercial
   properties are as follows: 
<TABLE>
<CAPTION>
                                                               Average
                                                           Occupancy for the
            Property               Description           Years Ended December 31,    
                                                     1995   1994    1993   1992  1991
            <S>                   <C>                <C>    <C>     <C>    <C>   <C>
            Northeast Plaza       Commercial           94%   87%     88%    89%   81%
            North Salado          Commercial           93%   92%     92%    93%   95%
            Village Green         Residential          91%   94%     94%    94%   94%
            Bell Plaza            Commercial          100%   90%     90%    89%   66%
</TABLE>
   <PAGE>
      The following table presents an analysis of KELP Cash Flow for purposes
   of determining required cash flow payments on the participating notes for
   the years ended December 31, 1995, 1994 and 1993:
<TABLE>
<CAPTION>
                                                  1995              1994         1993    
              <S>                              <C>              <C>           <C>
              Cash flow from properties
               before mortgage debt
               service and capital
               improvement expenditures
               and reserves                    $ 1,951,000      $ 2,270,000   $ 2,432,000

              Mortgage debt service
               exclusive of amounts
               due to Partnership                 (941,000)      (1,317,000)   (1,582,000)

              Capital improvement
               expenditures                       (300,000)        (109,000)     (262,000)

               Capital improvement 
                reserve (contribution) release      (6,000)          (4,000)       34,000

               Cash flow from properties
                before mortgage debt
                service to the Partnership         704,000          840,000       622,000

               Mortgage debt service
                to the Partnership                (704,000)        (840,000)     (622,000)

               KELP general and administrative
                expenses                           (38,000)         (48,000)      (51,000)

                 Cash Deficit                  $   (38,000)     $   (48,000)  $   (51,000)
</TABLE>
   ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

              See Appendix A to this Report.

   ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE

              None.
                                    PART III

   ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The Partnership has no directors or executive officers.  Information as
   to directors and executive officers of The Krupp Corporation, which is a
   General Partner of both the Partnership and The Krupp Company Limited
   Partnership-III, the other General Partner of the Partnership, is as
   follows:
   <PAGE>
        Name and Age             The Krupp Corporation

        Douglas Krupp (49)       Co-Chairman of the Board
        George Krupp (51)        Co-Chairman of the Board
        Laurence Gerber (39)     President
        Robert A. Barrows (38)   Senior Vice President and Corporate
                                 Controller
    
      Douglas Krupp is Co-Chairman and Co-Founder of The Berkshire Group. 
   Established in 1969 as the Krupp Companies, this real estate-based firm
   expanded over the years within its areas of expertise including investment
   program sponsorship, property and asset management, mortgage banking,
   healthcare facility ownership and the management of the Company.  Today,
   The Berkshire Group is an integrated real estate, mortgage and healthcare
   company which is headquartered in Boston with regional offices throughout
   the country.  A staff of approximately 3,400 are responsible for the more
   than $4 billion under management for institutional and individual clients. 
   Mr. Krupp is a graduate of Bryant College.  In 1989 he received an honorary
   Doctor of Science in Business Administration from this institution and was
   elected trustee in 1990. Mr. Krupp is Chairman of the Board and a Director
   of Berkshire Realty Company, Inc. (NYSE-BRI).  George Krupp is Douglas
   Krupp's brother.

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

      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 Chief Executive Officer of
   Berkshire Realty Company, Inc. (NYSE-BRI) and  President and Trustee of 
   Krupp Government Income Trust and President and Trustee of Krupp Government
   Income Trust II.
   <PAGE>
      Robert A. Barrows is Senior Vice President and Chief Financial Officer
   of Berkshire Mortgage Finance and Corporate Controller of The Berkshire
   Group.  Mr. Barrows has held several positions within The Berkshire Group
   since joining the company in 1983 and is currently responsible for
   accounting and financial reporting, treasury, tax, payroll and office
   administrative activities.  Prior to joining The Berkshire Group, he was an
   audit supervisor for Coopers & Lybrand  L.L.P. in Boston.  He received a
   B.S. degree from Boston College and is a Certified Public Accountant.

   ITEM 11.    EXECUTIVE COMPENSATION

      The Partnership has no directors or executive officers.

   ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      As of December 31, 1995, no person of record owned, or was known by the
   General Partners to own, beneficially more than 5% of the Partnership's
   30,059 outstanding Units.  On that date the General Partners and their
   affiliates owned 10 Units (.03% of the total outstanding) of the
   Partnership in addition to their General Partner Interests.
   ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

                                      PART IV

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

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

              2.       Financial Statement Schedules - All schedules are
                       omitted as they are not applicable, not required or the
                       information is provided in the financial statements or
                       the notes thereto.

   (b)        Exhibits:

              Number and Description
              Under Regulation S-K

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

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

                          (4.1)    Amended Limited Partnership Agreement dated
                                   as of February 14, 1985 [Exhibit A to
                                   Prospectus included in Registrant's
                                   Registration Statement on Form S-11 dated
                                   <PAGE>
                                   February 15, 1985 (File No. 2-94392)].*

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

                  (10)    Material contracts:

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

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

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

                  North Salado Village Shopping Center II

                          (10.4)   Promissory Note of KELP dated September 12,
                                   1985, payable to the Partnership. [Exhibit 1
                                   to Registrant's Report on Form 8-K dated
                                   September 12, 1985  (File No. 2-94392)].*

                          (10.5)   Deed of Trust, Security Agreement and
                                   Financing Statement, dated September 12,
                                   1985, from KELP to the Partnership. [Exhibit
                                   2 to Registrant's Report on Form 8-K dated
                                   September 12, 1985 (File No. 2-94392)].*

                    North Salado Village Shopping Center I

                          (10.6)   Promissory Note of KELP, dated September 12,
                                   1985, payable to the Partnership and Related
                                   Allonge dated September 24, 1985. [Exhibit 3
                                   to Registrant's Report dated September 12,
                                   1985 (File No. 2-94392)].*
   <PAGE>

                          (10.7)   Deed of Trust, Security Agreement and
                                   Financing Statement, dated September 12,
                                   1985, from KELP to the Partnership. [Exhibit
                                   4 to Registrant's Report on Form 8-K dated
                                   September 12, 1985 (File No. 2-94392)].*

                    Northeast Plaza Shopping Center

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

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

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

                          (10.11)  Act of Pledge and Pawn of Collateral
                                   Mortgage and Collateral Chattel Mortgage
                                   Note  dated September 12, 1985 between KELP
                                   and the Partnership. [Exhibit 8 to
                                   Registrant's Report on Form 8-K dated
                                   September 12, 1985 (File No. 2-94392)].*
                          (10.12)  Modification of promissory note dated August
                                   31, 1993 by and between the Partnership and
                                   KELP.*

                    Village Green Apartments

                          (10.13)  Promissory Note of KELP dated December 18,
                                   1985, payable to the Partnership. [Exhibit 1
                                   to Registrant's Report on Form 8-K dated
                                   December 19, 1985  (File No. 2-94392)].*
                          (10.14)  Mortgage, Security Agreement and Financing
                                   Statement dated December 18, 1985 between
                                   KELP and the Partnership. [Exhibit 2 to
                                   Registrant's Report on Form 8-K dated
                                   December 19, 1985 (File No. 2-94392)].*

                    Bell Plaza Shopping Center

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

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

                     *Incorporated by reference.

   (c)            Reports on Form 8-K
                  None.
   <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 21st
   day of March, 1996.


                                KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED
                                PARTNERSHIP

                                By: The Krupp Corporation, a General Partner



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


   Pursuant to the requirements of the Securities Exchange Act of 1934, this
   report has been signed below by the following persons on behalf of the
   registrant and in the capacities indicated, on the 21st day of March, 1995.


   Signatures                   Titles

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

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

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

   /s/Robert A. Barrows         Sr. Vice President and Corporate Controller of 

   Robert A. Barrows            The Krupp Corporation (a General Partner of the
                                Registrant)
    <PAGE>



                                    APPENDIX A

               KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
                                              




                               FINANCIAL STATEMENTS
                                ITEM 8 OF FORM 10-K

              ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
                       For the Year Ended December 31, 1995



   <PAGE>  
                 KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
                           INDEX TO FINANCIAL STATEMENTS
                                                 



   Report of Independent Accountants                                        F-3

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

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

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

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

   Notes to Financial Statements                                     F-8 - F-15


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


                         REPORT OF INDEPENDENT ACCOUNTANTS
                                               


   To the Partners of
   Krupp Institutional Mortgage Fund Limited Partnership:

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

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

          As discussed in Note E, the Partnership has recorded a loan loss
   reserve of $16,524,000 and a reserve for uncollectible interest of
   $9,755,416, based on management's estimate of the value of the properties
   which serve as collateral for the mortgage notes receivable.  As is the
   case with all real estate, the ultimate value of such properties can only
   be determined in a negotiation between buyer and seller.

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

   Boston, Massachusetts            COOPERS & LYBRAND, L.L.P.
   March 26, 1996
   <PAGE>

               KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                                  BALANCE SHEETS
                            December 31, 1995 and 1994
                                                

                                      ASSETS



<TABLE>
<CAPTION>
                                                                1995           1994   

            <S>                                            <C>            <C>
            Mortgage notes receivable, net of loan loss
               reserve of $16,524,000 for 1995 and 1994,
               (Notes C, D and E)                           $11,795,943    $11,822,403
            Cash and cash equivalents (Note F)                1,260,798      1,026,664
            Accrued interest receivable - mortgage notes,
               net of reserve for uncollectible interest of
               $9,755,416 and $7,584,144, respectively         
               (Notes C and E)                                  112,304        231,116
            Other assets                                          3,735         12,003

            Total assets                                    $13,172,780    $13,092,186



                                   LIABILITIES AND PARTNERS' EQUITY

            Liabilities                                     $    12,952    $    14,324

            Partners' equity (Note G)
               Limited Partners (30,059 Units outstanding)   13,327,834     13,246,687
               General Partners                                (168,006)      (168,825)

                  Total Partners' equity                     13,159,828     13,077,862

            Total liabilities and Partners' equity          $13,172,780    $13,092,186

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

               KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>
                                                     1995        1994              1993   
           <S>                                   <C>           <C>            <C>
     
           Interest income:
               Mortgage notes receivable 
                  (Notes C, D and E)              $799,092      $ 1,020,409   $   730,568
               Cash equivalents (Note F)            69,528           39,741        46,236

                  Total revenue                    868,620        1,060,150       776,804

            Expenses:
               Expense reimbursements to  
                  affiliates (Note H)               49,689           96,608       106,630
               General and administrative           53,806           64,122        63,280
               Provision for credit losses 
                  (Notes C, D and E)                  -           4,500,000          -   

                  Total expenses                   103,495        4,660,730       169,910

            Net income (loss) (Note I)            $765,125      $(3,600,580)  $   606,894


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

            Per Unit of Limited Partner 
               Interest (30,059 Units 
               outstanding)                       $  25.20      $   (118.59)  $     19.99


               General Partners                   $  7,651      $   (36,006)  $     6,069


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

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


<TABLE>
<CAPTION>
                                                                             Total
                                               Limited       General        Partners'
                                               Partners      Partners        Equity   

            <S>                              <C>            <C>            <C>
            Balance at December 31, 1992     $17,487,943    $(125,983)     $17,361,960

            Cash distributions                  (601,180)      (6,073)        (607,253)

            Net income                           600,825        6,069          606,894

            Balance at December 31, 1993      17,487,588     (125,987)      17,361,601

            Cash distributions                  (676,327)      (6,832)        (683,159)

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

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

            Cash distributions                  (676,327)      (6,832)        (683,159)

            Net income                           757,474        7,651          765,125

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


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

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


                                                     1995          1994           1993  
           <S>                                   <C>          <C>            <C>
            Operating activities:
               Net income (loss)                  $  765,125   $(3,600,580)   $  606,894
               Adjustments to reconcile net 
                  income (loss) to net cash 
                  provided by operating 
                  activities:
               Provision for credit losses              -        4,500,000       -
               Decrease (increase) in 
                  accrued interest receivable
                  - mortgage notes                   118,812      (205,236)       38,448
               Decrease (increase) in other 
                  assets                               8,268        (9,390)        6,678
               Increase (decrease) in 
                  liabilities                         (1,372)        8,437       (10,551)

                     Net cash provided by 
                        operating activities         890,833       693,231       641,469

            Investing activities:
               Investment in mortgage 
                  notes receivable                      -            -          (994,873)
               Principal collection from 
                  mortgage notes receivable           26,460        23,952         7,468
                         
                      Net cash provided by
                        (used for) investing
                        activities                    26,460        23,952      (987,405)

            Financing activity:
               Distributions                        (683,159)     (683,159)     (607,253)

            Net increase (decrease) in cash 
               and cash equivalents                  234,134        34,024      (953,189)

            Cash and cash equivalents, 
               beginning of year                   1,026,664       992,640     1,945,829

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

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

               KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                           NOTES TO FINANCIAL STATEMENTS
                                        
   A.    Organization

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

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

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

   B.    Significant Accounting Policies

         The Partnership uses the following accounting policies for financial
         reporting purposes, which may differ in certain respects from those
         used for federal income tax purposes (see Note I).

               Risks and Uncertainties

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

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

               Cash Equivalents
   <PAGE>

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

               Provisions for Credit Losses and Accrued Interest Reserves

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

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

               The Partnership recognizes interest income on its impaired
               loans based on the expected cash flow payments to be received
               from KELP.  Cash flow payments are determined to be all cash
               flow generated by the properties after operating and
               administrative expenses and senior mortgage obligations. 
               Unpaid interest and late charges are being accrued and reserved
               against.

               Income Taxes

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

   C.    Mortgage Notes Receivable

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

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

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


         Mortgage Notes Receivable consist of the following as of December 31,
         1995 and 1994:

<TABLE>
<CAPTION>
                                                                 Principal       
                              Property                        1995          1994     


                 <S>                                     <C>            <C>
                 Northeast Plaza Shopping Center         $  6,936,993   $  6,963,453

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

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

                 Village Green Apartments                   1,902,750      1,902,750

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

                 Mortgage notes receivable
                    collateralized by properties           21,652,743     21,679,203

                 Remaining indebtedness from previously
                    owned KELP properties                   6,667,200      6,667,200

                 Mortgage notes receivable before
                    reserve                                28,319,943     28,346,403

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

                 Total mortgage notes receivable         $ 11,795,943   $ 11,822,403
</TABLE>

              Northeast Plaza Shopping Center ("Northeast Plaza")

              Northeast Plaza is an 89,115 square foot shopping plaza located
              in Baton Rouge, Louisiana.  On September 12, 1985, the
              Partnership loaned KELP $6,000,000 collateralized by a second
              mortgage on the Northeast Plaza and the Collateral Pledge
              Agreement.

              The non-recourse first mortgage of $994,873, collateralized by
              Northeast Plaza, matured in 1993.  KELP had been unable to
              resolve refinancing issues with the original lender, and was
              also unable to find other financing sources even though its debt
              service payments were current.  Therefore, in 1994, the General
              Partners used a portion of working capital reserves to purchase
              the first mortgage note in order to preserve the Partnership's
              <PAGE>
              equity in the underlying property.  By its action, the
              Partnership became the first lien holder of the property.  In
              addition, the Partnership earns 10% from its first mortgage
              interest investment versus 4% to 6% earned on the working
              capital reserve balance.  

              The maturity date of the note was extended to December 29, 1995
              as evidenced by the modification of the promissory note dated
              August 31, 1993. The note requires monthly payments of $10,135
              consisting of principal and interest at the rate of 10% per
              annum based on a 25 year amortization schedule.  The non-
              recourse first mortgage note had a balance of $936,993 and
              $963,453 at December 31, 1995 and 1994, respectively.

         North Salado Village Shopping Center I ("North Salado I")

         North Salado I is an 84,108 square foot shopping center located in
         San Antonio, Texas.  In 1985, the Partnership loaned KELP $1,453,000
         and in 1990 the Partnership loaned to KELP an additional $60,000. 
         These loans are collateralized by a second mortgage evidenced by a
         deed of trust and security agreement on North Salado I and the
         Collateral Pledge Agreement.

         North Salado Village Shopping Center II ("North Salado II")
         North Salado II is a 74,470 square foot shopping center adjacent to
         North Salado I located in San Antonio, Texas.  On September 12, 1985,
         the Partnership loaned KELP $6,000,000 collateralized by a first
         mortgage evidenced by a deed of trust and security agreement on North
         Salado II and the Collateral Pledge Agreement.

         Village Green Apartments ("Village Green")

         Village Green is a 200-unit garden apartments complex located in
         Baldwinsville, New York.  On December 19, 1985 and July 9, 1986, the
         Partnership loaned KELP $1,800,000 and $102,750, respectively,
         collateralized by a second mortgage and security agreement on Village
         Green and the Collateral Pledge Agreement.

         Bell Plaza Shopping Center ("Bell")

         Bell is a 43,400 square foot shopping center located in Oak Lawn,
         Illinois, a suburb of Chicago.  On June 2, 1987, the Partnership
         loaned KELP $5,300,000 collateralized by a first mortgage evidenced
         by a deed of trust on Bell and the Collateral Pledge Agreement.

         The average outstanding balance of the mortgage notes receivable was
         $28,333,173, $28,358,379 and $28,374,089 at December 31, 1995, 1994
         and 1993, respectively.
    
         The carrying value of the above mentioned mortgage notes receivable
         approximates fair value.

         Subsequent to year end KELP sold Village Green Apartments to an
         unaffiliated third party for $5,200,000.  Additionally, KELP has
         entered into a purchase and sale agreement with an unaffiliated buyer
         <PAGE>
         for the purchase of North Salado Village Shopping Center at a
         contracted sale price of $7,350,000 (see Note D).

   D.    Krupp Equity Limited Partnership

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

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

<TABLE>
<CAPTION>
                                   KRUPP EQUITY LIMITED PARTNERSHIP
                                       CONDENSED BALANCE SHEETS
                                      December 31, 1995 and 1994
                                                          
                                                 ASSETS
                                                                1995            1994    
               <S>                                          <C>             <C>
               Property, at cost (2)                        $ 30,960,353    $ 30,660,597
               Property valuation provision (3)               (5,986,000)     (5,400,000)
               Accumulated depreciation                      (10,206,689)     (9,380,069)
                                                              14,767,664      15,880,528
               Other assets                                    1,012,929       1,047,545
                  Total assets                              $ 15,780,593    $ 16,928,073

                                   LIABILITIES AND PARTNERS' DEFICIT

               Mortgage notes payable to KIMF               $ 28,319,943    $ 28,346,403
               Mortgage notes payable (1) & (2)                7,599,279       7,676,531
               Notes payable to an affiliate                     300,000         300,000
               Accrued interest payable to an affiliates      10,171,783       8,089,139
               Due to affiliates                                 767,737         669,473
               Other liabilities                                 560,388         605,065
                  Total liabilities                           47,719,130      45,686,611
               Partners' deficit                             (31,938,537)    (28,758,538)

                  Total liabilities and partners' deficit   $ 15,780,593    $ 16,928,073
</TABLE>
         (1)   On October 31, 1995, the Partnership refinanced the first
               <PAGE>
               mortgage note payable of North Salado Shopping Center for
               $2,972,130.  The terms of the new mortgage require monthly
               principal and interest payments of $31,612 at a rate of 9.25%
               per annum.  The new mortgage note matures on November 15, 2009. 
               The new mortgage may be prepaid without penalty until November
               15, 1996 if the property is sold to an unaffiliated third
               party.  However, if the property is not sold, the mortgage note
               will be subject to a prepayment penalty at the greater of 1)
               one percent of the outstanding principal balance at the time of
               prepayment, or 2) the sum of the present value of the amount of
               principal and interest payments due on the note from the date
               of prepayment to the maturity date based on U.S. Treasury Note
               or Bond yields as reported in the Wall Street Journal and, the
               present value of the amount of principal and interest of the
               note due on the maturity date, less the outstanding principal
               balance of the note at the day of prepayment.  The Partnership
               incurred closing costs related to the refinancing of $97,281.

         (2)   On March 5, 1996, KELP sold Village Green Apartments to an
               unaffiliated third party for $5,200,000.  The sales agreement
               required the buyer to assume the first mortgage note payable on
               the property of $4,633,989.  KELP will remit available sale
               proceeds to KIMF.

               The partners of KELP have entered into a purchase and sale
               agreement with an unaffiliated buyer for the purchase of North
               Salado Village Shopping Center.  The contracted price of the
               property is $7,350,000.  The sale is expected to be consummated
               during the second quarter of 1996.

         (3)   During the fourth quarter of 1995, the General Partners of KELP
               determined that the carrying value of its retail properties
               exceeded its net realizable value which resulted in an
               additional valuation adjustment of $586,000 which was charged
               against earnings.  To date the General Partners have recorded a
               cumulative property valuation provision of $5,986,000.


<TABLE>
<CAPTION>
                                  CONDENSED STATEMENTS OF OPERATIONS
                         FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                                                 1995           1994           1993   

            <S>                              <C>            <C>            <C>
            Revenues                         $ 3,479,262    $  4,320,747   $ 4,948,305
            Property operating expenses       (1,535,994)     (2,074,159)   (2,517,167)
            Operating income                   1,943,268       2,246,588     2,431,138

            Depreciation and amortization       (844,628)     (1,218,383)   (1,491,975)
            Interest                          (3,692,639)     (4,038,180)   (4,329,468)

            Net loss before gain(loss)on 
               sale of properties, property 
               valuation provision, and 
               extraordinary gain             (2,593,999)     (3,009,975)   (3,390,305)

            Gain (loss) on sale of 
               <PAGE>
            properties                             -          (3,592,179)    2,297,192
            Property valuation provision        (586,000)     (5,400,000)        -    

            Net loss before extraordinary
               gain                           (3,179,999)    (12,002,154)   (1,093,113)

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

            Net loss                         $(3,179,999)   $(10,825,416)  $(1,093,113)
</TABLE>
   It is expected that KELP will continue to be unable to pay its stated debt
   service obligation to KIMF.  The general partners of KELP have attempted to
   mitigate the cash flow issues in the following ways: 1) the general
   partners or the limited partner of KELP have funded certain prior deficits
   through capital Contributions; 2) the general partners of KELP have
   arranged for borrowings to cover certain prior deficits; 3) KELP has
   remitted to the Partnership all available cash flow from the properties;
   and 4) the management agent for the properties (an affiliate of the general
   partners of KELP) has continued to serve even though it is not receiving
   payment of property management fees.  KELP will continue to monitor
   expenses and implement rent increases as market conditions permit in order
   to increase cash flow from the properties. 

   E.    Provision for Credit Losses and Accrued Interest Reserves

         The General Partners of the Partnership have recorded a cumulative
         provision for credit losses of $16,524,000 on its mortgage notes
         receivable.  Additionally, the Partnership has recorded cumulative
         provisions for uncollectible interest of $9,755,416 and $7,584,144 as
         of December 31, 1995 and 1994, respectively.  These cumulative
         provisions are booked against the carrying value of the assets in
         order to reflect management's current estimates of the underlying
         property values which, given the inherent uncertainty of real estate
         valuation in the current market, could differ from the ultimate value
         obtained upon sale of such properties.

   F.    Cash and Cash Equivalents

         Cash and cash equivalents at December 31, 1995 and 1994 consisted of
         the following:
<TABLE>
<CAPTION>
                                                      1995         1994   

              <S>                                  <C>          <C>
              Cash and money market accounts       $465,788     $  130,297

              Commercial paper and certificates 
                   of deposit                         795,010      896,367
                                                   $1,260,798   $1,026,664

</TABLE>
         Commercial paper and certificates of deposit at December 31, 1995
         represents corporate issues complying with Section 3.04 of the
         Partnership Agreement maturing in the first quarter of 1996 with
         yields of 5.79% to 5.88% per annum. 
    
   G.    Partners' Equity

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

         Net profits, net losses and Distributable Cash from Operations, as
         defined by Section 5.01 of the Partnerships Agreement, allocated to
         the Limited Partners have been apportioned among the Limited Partners
         in the ratio to which the number of Units owned by each of them bears
         to the total number of Units owned by all of them.  The interest of
         the class of General Partners in net profits, net losses and
         distributions of Distributable Cash from Operations and Surplus
         Funds, as defined, has been allocated proportionately among the
         General Partners according to their respective invested capital.

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

         As of December 31, 1995, the following cumulative Partner
         contributions and allocations were made since inception of the
         Partnership:

<TABLE>
<CAPTION>
                                               Limited         General
                                               Partners        Partners         Total   

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

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

                Cash distributions            (14,916,224)       (150,671)    (15,066,895)

                Net loss                       (1,814,942)        (68,335)     (1,883,277)
                                             $ 13,327,834     $  (168,006)   $ 13,159,828
</TABLE>

   H.    Related Party Transactions

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

   I.    Federal Income Taxes

         The reconciliations of the net income(loss) reported in the
         accompanying Statement of Operations with the net income(loss)
         reported in the Partnership's federal income tax return for the years
         ended December 31, 1995, 1994 and 1993 are as follows:
            <PAGE>
<TABLE>
<CAPTION>
                                                        1995          1994         1993  

                 <S>                                 <C>         <C>            <C>
                  Net income(loss) per Statement
                     of Operations                    $765,125    $(3,600,580)   $606,894
                  Book to tax difference due to 
                     provision for credit loss            -         4,500,000        -
                  Income(expense) recognized
                     for tax not book                   (3,998)         3,998        -   
                  Net income(loss) for federal
                     income tax purposes              $761,127    $   903,418    $606,894
</TABLE>
         The allocation of net income for federal income tax purposes for 1995
         is as follows:
<TABLE>
<CAPTION>
                                    Portfolio                     Portfolio
                                             Income          Expense         Total 

                    <S>                     <C>             <C>            <C>
                    Limited Partners        $855,976        $102,460       $753,516  

                    General Partners           8,646           1,035          7,611
                                            $864,622        $103,495       $761,127

</TABLE>
   At December 31, 1995, the carrying values of the Partnership's assets and
   liabilities for federal income tax purposes were $37,150,659 and $12,952,
   respectively.<PAGE>
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Krupp
Institutional Mortgage Fund L.P. Financial Statements for the year ended
December 31, 1995 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                       1,260,798
<SECURITIES>                                         0
<RECEIVABLES>                               28,432,247
<ALLOWANCES>                                16,524,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                            13,169,045
<PP&E>                                           3,735<F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              13,172,780
<CURRENT-LIABILITIES>                           12,952
<BONDS>                                              0
<COMMON>                                    13,159,828<F2>
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                13,172,780
<SALES>                                              0
<TOTAL-REVENUES>                               868,620
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               103,495
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   765,125
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>Other Assets.
<F2>Includes Limited Partner equity of $13,327,834 and General Partner equity of
($168,006).
</FN>
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission