Exhibit 1

                       KRUPP CASH PLUS LIMITED PARTNERSHIP


                                                January 29, 1997

Dear Unit Holder:

            As you are by now aware, Krescent Partners L.L.C., a Delaware
limited liability company, and American Holdings I, L.P. a Delaware limited
partnership (together, the "Purchasers"), have made an offer (the "Krescent-AHI
Offer") to purchase Depositary Receipts representing limited partnership units
("Units") of Krupp Cash Plus Limited Partnership (the "Partnership") for $6.00
per Unit.

            THE KRUPP CORPORATION, A GENERAL PARTNER OF THE PARTNERSHIP (A
"GENERAL PARTNER"), IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, HAS DETERMINED THAT
THE KRESCENT-AHI OFFER IS INADEQUATE AND NOT IN THE BEST INTERESTS OF THE UNIT
HOLDERS. THE GENERAL PARTNER RECOMMENDS THAT THE HOLDERS OF UNITS REJECT THE
KRESCENT-AHI OFFER AND NOT TENDER THEIR UNITS PURSUANT THERETO.

            The General Partner reached this conclusion after considering a
number of factors, including, but not limited to, the following:

            o     THE PRICE PER UNIT OFFERED BY THE PURCHASER DOES NOT REFLECT 
                  THE VALUE INHERENT IN THE UNITS.  The price being offered by 
                  the Purchaser is only 66.5% of the General Partner's estimate
                  of the Partnership's net asset value of $9.02 per Unit. Such
                  estimate was determined based on independent third party
                  appraisals of the Partnership's properties and taking into
                  account the other assets and liabilities of the Partnership.
                  (Such estimate does not necessarily reflect the amount which a
                  Unit holder would ultimately receive if the Partnership were
                  liquidated. For example, it does not take into account
                  transaction costs relating to the sale of the Partnership's
                  properties, which would reduce amounts available for
                  distribution. In addition, market conditions will affect the
                  amounts available for distribution.) Although Unit holders, in
                  exchange for receiving the certainty of a cash purchase price
                  from the Purchasers, may prefer to forego the opportunity to
                  hold their Units and receive proceeds upon the potential
                  future liquidation of the Partnership's assets in excess of
                  the amount




 










                  being offered by the Purchasers, the General Partner believes
                  that the price specified in the Krescent-AHI Offer reflects
                  too great a discount to value.

            o     AS STATED BY THE PURCHASERS IN THE KRESCENT-AHI OFFER, THE 
                  PURCHASERS ARE MAKING THE KRESCENT-AHI OFFER WITH A VIEW TO 
                  MAKING A PROFIT. Accordingly, there is a conflict of interest
                  between the Purchasers' desire to purchase the Units at a low
                  price and the Unit holders' desire to sell their Units at a
                  high price.

            o     UNIT HOLDERS WHO ACCEPT THE KRESCENT-AHI OFFER WILL NO LONGER 
                  RECEIVE CASH DISTRIBUTIONS. The Partnership currently is
                  paying a quarterly cash distribution of $0.1375, or $0.55
                  annually, per Unit. Unit holders who sell their Units to the
                  Purchasers will lose their right to receive future quarterly
                  distributions from operations that are payable in respect of
                  Units. Furthermore, Unit holders who sell their Units to the
                  Purchasers will lose their right to future distributions from
                  future sales of Partnership properties.

            Enclosed is a copy of the Partnership's Statement on Schedule 14D-9
which has been filed with the Securities and Exchange Commission and sets forth
the Partnership's response to the Krescent-AHI Offer. Limited partners are
advised to carefully read the Schedule 14D-9.

            Please do not hesitate to call our Investor Communication
representatives at 1-800-255-7877 for assistance in any Partnership matter.

                                        Sincerely yours,
                                      
                                      
                                        Laurence Gerber
                                        The Krupp Corporation, a General
                                        Partner
                                



 
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