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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               __________________

                                 SCHEDULE TO-I/A

                  TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
           OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 3)

                    KRUPP INSURED PLUS II LIMITED PARTNERSHIP
                       (Name of Subject Company (Issuer))

                          BERKSHIRE INCOME REALTY, INC.
                               KRF COMPANY, L.L.C.
                      KRUPP FAMILY LIMITED PARTNERSHIP - 94
                       THE GEORGE KRUPP 1980 FAMILY TRUST
                       THE DOUGLAS KRUPP 1980 FAMILY TRUST
                                 GEORGE D. KRUPP
                                  DOUGLAS KRUPP
                      (Names of Filing Persons (Offerors))
                               __________________

                               DEPOSITARY RECEIPTS
                         (Title of Class of Securities)
                               __________________

                                      NONE
                      (CUSIP Number of Class of Securities)
                               __________________

                            SCOTT D. SPELFOGEL, ESQ.
                                 GENERAL COUNSEL
                          BERKSHIRE INCOME REALTY, INC.
                          ONE BEACON STREET, SUITE 1500
                           BOSTON, MASSACHUSETTS 02108
                                 (617) 523-7722
           (Name, address and telephone number of person authorized to
        receive notices and communications on behalf of filing persons)

                                 WITH COPIES TO:
                              JAMES M. DUBIN, ESQ.
                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000

                           CALCULATION OF FILING FEE:

     TRANSACTION VALUATION*                             AMOUNT OF FILING FEE**
     ----------------------                             ----------------------

         $4,616,486.70                                          $923.30



*    For purposes of calculating the filing fee only. This calculation assumes
     the exchange of 4,396,654 units of depositary receipts representing units
     of limited partner interests of Krupp Insured Plus II Limited Partnership
     for 184,659.47 shares of Series A Cumulative Redeemable Preferred Stock of
     Berkshire Income Realty, Inc. valued as of January 10, 2003 at $25.00 per
     share.

**   The amount of the filing fee, calculated in accordance with Rule 0-11 of
     the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
     transaction valuation.

[X]      Check the box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number or the Form or Schedule and the date of its filing.

         Amount Previously Paid:          $9,947.50
         Filing Party:                    Berkshire Income Realty, Inc.
         Form or Registration No.:        Form S-11 (333-98571)
         Date Filed:                      August 22, 2002

         The filing fee in the amount of $923.30 was offset against the
         above-referenced S-11 fees.

[_]      Check the box if the filing relates to preliminary communications made
         before the commencement of a tender offer.

         Check the appropriate boxes below to designate any transactions to
which the statement relates:

[_]      THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.

[X]      ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.

[_]      GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.

[_]      AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.

[_]      Check the box if the filing is a final amendment reporting the results
         of the tender offer.


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         This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO filed with the SEC on January 10, 2003 (as amended, the "Schedule
TO") by Berkshire Income Realty, Inc., a Maryland corporation ("BIR"), BIR's
sole stockholder, KRF Company, L.L.C., a Delaware limited liability company
("KRF"), KRF's sole member, Krupp Family Limited Partnership - 94, a
Massachusetts limited partnership ("KFLP"), KFLP's limited partners, The George
Krupp 1980 Family Trust, a Massachusetts trust, and The Douglas Krupp 1980
Family Trust, a Massachusetts trust, and KFLP's general partners, George D.
Krupp and Douglas Krupp. The Schedule TO relates to the offer by BIR to exchange
shares of BIR's 9% Series A Cumulative Redeemable Preferred Stock for up to
4,396,654 units of depositary receipts representing units of limited partner
interests of Krupp Insured Plus II Limited Partnership, a Massachusetts limited
partnership (the "Company"), on the terms and conditions contained in BIR's
prospectus, dated January 9, 2003, and in the related letter of transmittal,
copies of which are incorporated by reference on the Schedule TO filed with the
SEC on January 10, 2003 as Exhibits (a)(1) and (a)(2), respectively (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer").

ITEM 12.          EXHIBITS.

         Item 12 of the Schedule TO is hereby amended and supplemented to add
the following exhibits:

(a) (9)  Letter to Brokers.

(g) (3)  Transcripts of telephone messages to potential investors.


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                                   SIGNATURES

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                   BERKSHIRE INCOME REALTY, INC.


                                   By:  /s/ David C. Quade
                                        ---------------------------------------
                                        David C. Quade
                                        President


                                   KRF COMPANY, L.L.C.

                                   By:  Krupp Family Limited Partnership - 94,
                                        its sole member


                                   By:  /s/ Douglas Krupp
                                        ---------------------------------------
                                        Douglas Krupp
                                        General Partner


                                   KRUPP FAMILY LIMITED PARTNERSHIP - 94


                                   By:  /s/ Douglas Krupp
                                        ---------------------------------------
                                        Douglas Krupp
                                        General Partner


                                   THE GEORGE KRUPP 1980 FAMILY TRUST


                                   By:  /s/ Lawrence I. Silverstein
                                        ---------------------------------------
                                        Lawrence I. Silverstein
                                        Trustee


                                   THE DOUGLAS KRUPP 1980 FAMILY TRUST


                                   By:  /s/ Lawrence I. Silverstein
                                        ---------------------------------------
                                        Lawrence I. Silverstein
                                        Trustee


                                   /s/ GEORGE D. KRUPP
                                   --------------------------------------------
                                                GEORGE D. KRUPP


                                   /s/ Douglas Krupp
                                   --------------------------------------------
                                                DOUGLAS KRUPP

Dated:  January 24, 2003


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                                INDEX TO EXHIBITS

EXHIBIT
NUMBER
------

*(a) (1)      Prospectus, dated January 9, 2003 (incorporated by reference from
              BIR's Registration Statement on Form S-11(Registration No.
              333-98571) (the "Form S-11")).

*(a) (2)      Form of Letter of Transmittal.

*(a) (3)      Letter to Investors.

*(a) (4)      Instructions for Completing the Letter of Transmittal.

*(a) (5)      Brochure.

*(a) (6)      Press Release, dated January 10, 2003.

*(a) (7)      Transcripts of telephone messages to potential investors.

*(a) (8)      Transcript of telephone message to potential investors.

 (a) (9)      Letter to Brokers.

 (b)          Not applicable.

 (d)          Not applicable.

*(g) (1)      Transcript of telephone messages to potential investors.

*(g) (2)      Power point presentation to information agents.

 (g) (3)      Transcripts of telephone messages to potential investors.

*(h)          Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding
              federal income tax considerations (incorporated herein by
              reference to Exhibit 8.1 of the Form S-11).


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*    Previously filed.


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