BY FACSIMILE AND MAIL
June 7, 1993                                   



Arthur C. Powell
General Partner
VM Associates L. P.
5141 North 40th Street
Suite 200
Phoenix, AZ  85018

Re:  Vista Montana Apartments

Dear Art:

Based on our discussions, the attached summarizes the
modifications to the Vista Montana first mortgage loan and
Subordinated  Promissory Note that Krupp Insured Plus-II Limited
Partnership ("KIP") is willing to accept.  All other terms and
conditions of the loan documents will remain in full force and
effect.

If the terms of this workout agreement are acceptable to you,
please acknowledge by signing below, initialing the attachement
and returning one copy of this letter and attachment to us.  This
proposal is subject to any approvals required by HUD or GMAC.  In
the event the parties cannot in good faith agree on appropriate
documentation of the workout agreement, this agreement shall
become null and void.  All legal costs associated with
documentation of the agreement and loan modification shall be
paid by the Borrower.  This proposal shall expire on Tuesday,
June 8, 1993.

Sincerely,

Krupp Insured Plus-II                      Accepted:
  Limited Partnership                      VM Associates
                                           Limited Partnership    
      

                                                                  
  
Joanne Leary                               Arthur C. Powell
Vice President                             General Partner

    

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