10-Q 1 git.htm KRUPP GOVERNMENT INCOME TRUST GIT 10Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended         June 30, 2002
                                                -------------------------------

                                       OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from                         to
                                        -----------------------    ---------------------------



                         Commission file number           0-19244
                                                  -----------------------


                          Krupp Government Income Trust


                   Massachusetts                                           04-3089272
(State or other jurisdiction of incorporation or organization) (IRS employer identification no.)


     One Beacon Street, Boston, Massachusetts                                02108
     (Address of principal executive offices)                              (Zip Code)


                                 (617) 523-0066
              (Registrant's telephone number, including area code)



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
    -----     -----









                          Part I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS
------

This Form 10-Q 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.  When used in this Form  10-Q,  the  words  "believes,"  "anticipates,"
"expects," "plans," "intends," "estimates,"  "continue," "may" or "will" (or the
negative  of such  words) and  similar  expressions  are  intended  to  identify
forward-looking statements. Such statements are subject to a number of risks and
uncertainties,  including but not limited to the  following:  federal,  state or
local  regulations;  adverse  changes in general  economic or local  conditions;
prepayments of mortgages;  failure of borrowers to pay  participation  interests
due to poor operating results of properties underlying the mortgages;  uninsured
losses and potential conflicts of interest between the Trust and its Affiliates,
including the Trustees.  The Company's  filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year ended December
31, 2001, contain additional  information  concerning such risk factors.  Actual
results in the future  could  differ  materially  from  those  described  in any
forward-looking  statements as a result of the risk factors set forth above, and
the risk factors described in the Annual Report."





                                             KRUPP GOVERNMENT INCOME TRUST

                                                     BALANCE SHEETS


                                                         ASSETS
                                                                                June 30,            December 31,
                                                                                 2002                   2001
                                                                            --------------         ---------------
Participating Insured Mortgage Investments
   ("PIMIs") (Note 2)
   Insured Mortgages                                                        $   32,370,341         $    50,811,558
   Additional Loans, net of impairment provision of $1,698,811                   3,871,180               3,871,180
   Participating Insured Mortgages ("PIMs")(Note 2)                             30,689,220              46,416,493
Mortgage-Backed Securities and insured mortgage loan ("MBS") (Note 3)           11,729,120              14,971,348
                                                                            --------------         ---------------

           Total mortgage investments                                           78,659,861             116,070,579

Cash and cash equivalents                                                        5,690,643              13,154,231
Interest receivable and other assets                                               499,770                 756,832
Prepaid acquisition fees and expenses, net
  of accumulated amortization of $3,198,380
  and $6,249,229, respectively                                                     176,581                 541,044
Prepaid participation servicing fees, net of
  accumulated amortization of $1,021,992 and
  $1,999,913, respectively                                                         102,968                 263,455
                                                                            --------------         ---------------

           Total assets                                                     $   85,129,823         $   130,786,141
                                                                            ==============         ================


                                          LIABILITIES AND SHAREHOLDERS' EQUITY

Deferred income on Additional Loans                                         $    2,175,972         $     2,336,154
Other liabilities                                                                  117,278                  20,485
                                                                            --------------         ---------------

           Total liabilities                                                     2,293,250               2,356,639
                                                                            --------------         ---------------

Shareholders' equity (Note 4)
     Common stock, no par value; 17,510,000
     Shares authorized; 15,053,135 Shares issued and outstanding                82,440,175             127,850,874

     Accumulated comprehensive income                                              396,398                 578,628
                                                                            --------------         ----------------

           Total Shareholders' equity                                           82,836,573             128,429,502
                                                                            --------------          ---------------

           Total liabilities and Shareholders' equity                       $   85,129,823         $   130,786,141
                                                                            ==============         ===============





                                         The accompanying notes are an integral
                                            part of the financial statements.




                                              KRUPP GOVERNMENT INCOME TRUST

                                      STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



                                                 For the Three Months                 For the Six Months
                                                    Ended June 30,                       Ended June 30,
                                            ------------------------------        ----------------------------
                                                2002             2001                 2002           2001
                                            ------------     -------------        ------------    ------------

Revenues:
   Interest income - PIMs and PIMIs:
      Basic interest                        $  1,248,030      $  2,044,820        $  2,620,518    $  4,119,434
      Additional Loan interest (Note 5)           80,091           185,938             160,182         371,877
      Participation interest (Note 5)          1,092,626           118,968           1,964,251         251,850
   Interest income - MBS                         451,728           317,954             743,714         643,543
   Interest income - cash and
   cash equivalents                               34,949            63,458              90,569         140,179
                                            ------------      ------------        ------------    ------------

         Total revenues                        2,907,424         2,731,138           5,579,234       5,526,883
                                            ------------      ------------        ------------    ------------

Expenses:
   Asset management fee to an affiliate          157,141           247,593             327,625         493,669
   Expense reimbursements to affiliates           55,377            65,531              92,188         112,040
   Amortization of prepaid
     fees and expenses                           248,967           257,434             524,950         514,868
   General and administrative                    117,574           115,393             219,293         220,740
                                            ------------      ------------        ------------    ------------

         Total expenses                          579,059           685,951           1,164,056       1,341,317
                                            ------------      ------------        ------------    ------------

Net income                                     2,328,365         2,045,187           4,415,178       4,185,566

Other comprehensive income:
   Net change in unrealized gain
     on MBS                                     (199,669)           18,847            (182,230)         70,725
                                            ------------      ------------        ------------    ------------

Total comprehensive income                  $  2,128,696      $  2,064,034        $  4,232,948     $ 4,256,291
                                            ============      ============        ============    ============

Basic earnings per Share                    $        .15      $        .14        $        .29    $       .28
                                            ============      ============        ============    ============


Weighted average Shares outstanding                   15,053,135                          15,053,135
                                                      ==========                          ==========






                     The accompanying notes are an integral
                        part of the financial statements.





                                           KRUPP GOVERNMENT INCOME TRUST

                                             STATEMENTS OF CASH FLOWS


                                                                                        For the Six Months
                                                                                          Ended June 30,
                                                                                ----------------------------------
                                                                                     2002                2001
                                                                                --------------      --------------
Operating activities:
   Net income                                                                   $    4,415,178      $    4,185,566
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Amortization of (discounts) and premiums                                        (150,057)              1,082
      Amortization of prepaid fees and expenses                                        524,950             514,868
      Changes in assets and liabilities:
         Decrease in interest receivable and other assets                              257,062             137,624
         Decrease in deferred income on Additional Loans                              (160,182)           (183,768)
         Increase in other liabilities                                                  96,793              24,307
                                                                                --------------      --------------

                Net cash provided by operating activities                            4,983,744           4,679,679
                                                                                --------------      --------------

Investing activities:
    Principal collections on MBS                                                     3,210,055             805,417
    Principal collections on PIMs and Insured Mortgages                             34,168,490             433,843
                                                                                --------------      --------------

                Net cash provided by investing activities                           37,378,545           1,239,260
                                                                                --------------      --------------
Financing activity:
   Dividends                                                                       (49,825,877)         (5,118,066)
                                                                                --------------      --------------

Net increase (decrease) in cash and cash equivalents                                (7,463,588)            800,873

Cash and cash equivalents, beginning of period                                      13,154,231           5,359,041
                                                                                --------------      --------------

Cash and cash equivalents, end of period                                        $    5,690,643      $    6,159,914
                                                                                ==============      ==============

Non Cash Activities:
   Increase (decrease) in Fair Value of MBS                                     $     (182,230)     $       70,725
                                                                                ==============      ==============





                                         The accompanying notes are an integral
                                            part of the financial statements.




                                            KRUPP GOVERNMENT INCOME TRUST

                                            NOTES TO FINANCIAL STATEMENTS

1.    Accounting Policies

          Certain  information  and footnote  disclosures  normally  included in
          financial statements prepared in accordance with accounting principles
          generally accepted in the United States of America have been condensed
          or  omitted  in this  report  on Form 10-Q  pursuant  to the Rules and
          Regulations of the Securities and Exchange Commission. However, in the
          opinion  of  Berkshire  Mortgage  Advisors  Limited  Partnership  (the
          "Advisor"), which is the advisor to Krupp Government Income Trust (the
          "Trust"),  the  disclosures  contained  in this report are adequate to
          make the information presented not misleading.  See Notes to Financial
          Statements  in the Trust's  Form 10-K for the year ended  December 31,
          2001 for additional  information  relevant to  significant  accounting
          policies followed by the Trust.

          In the opinion of the Advisor of the Trust, the accompanying unaudited
          financial  statements  reflect  all  adjustments  (consisting  of only
          normal  recurring  accruals)  necessary to present  fairly the Trust's
          financial  position as of June 30, 2002, results of its operations for
          the three and six  months  ended  June 30,  2002 and 2001 and its cash
          flows for the six months ended June 30, 2002 and 2001.

          The results of operations  for the three and six months ended June 30,
          2002  are not  necessarily  indicative  of the  results  which  may be
          expected for the full year. See  Management's  Discussion and Analysis
          of  Financial  Condition  and Results of  Operations  included in this
          report.

2.    PIMs and PIMIs

          At June 30,  2002,  the Trust's PIMs and PIMIs,  including  Additional
          Loans,  had a fair value of $69,301,795 and gross  unrealized gains of
          $2,371,054.  The PIMs and PIMIs have  maturities  ranging from 2002 to
          2034. At June 30, 2002, there are no insured mortgage loans within the
          Trust's portfolio that are delinquent of principal or interest.

          Lifestyle  and  Mountain  View have been  adversely  affected by their
          competitive rental housing markets. Based on the Advisor's analysis of
          market  conditions  and  property  operations,  the Trust  maintains a
          valuation  allowance of $1,032,272  for Mountain View and $666,539 for
          Lifestyles.

          On June 28, 2002, the Trust received a prepayment of the Lincoln Green
          Apartments  Subordinated  Promissory Note. The Trust received $725,000
          of Shared Appreciation Interest and $278,785 of Shared Income Interest
          and Minimum Additional Interest.  On July 25, 2002, the Trust received
          $13,676,641  representing the principal proceeds on the first mortgage
          note. The Advisor expects to pay a special dividend of $0.99 per share
          from the proceeds of the Lincoln Green Apartments PIM prepayment.

          On May 15,  2002,  the  Trust  received  $8,884,123  representing  the
          principal  proceeds  on the first  mortgage  loan from the River  View
          Apartments PIM. In addition,  the Trust received a prepayment  premium
          of $88,841 from the payoff.  On June 4, 2002, the Trust paid a special
          dividend  of $0.61  per share  from the  proceeds  of the  River  View
          Apartments PIM prepayment.

          On January 3, 2002, the Trust received  $18,330,825  representing  the
          principal  proceeds on the first  mortgage loan from the Red Run PIMI.
          On December 31, 2001 the Trust  received a  prepayment  of the Red Run
          Additional Loan and  Subordinated  Promissory Note. The Trust received
          $2,900,000  of   Additional   Loan   Principal,   $238,369  of  Shared
          Appreciation Interest, $3,506,952 of Preferred Interest and $67,667 of
          Base Interest on the  Additional  Loan. On January 16, 2002, the Trust
          paid a special  dividend  of $1.68 per share from the  proceeds of the
          Red Run PIMI prepayment.

          On January 2, 2002,  the Trust  received a prepayment of the Waterford
          Apartments Subordinate Promissory Note. The Trust received $379,725 of
          Minimum  Additional  Interest  and  $425,643  of  Shared  Appreciation
          Interest.   On  January  17,  2002,  the  Trust  received   $6,625,742
          representing  the principal  proceeds on the first  mortgage  loan. In
          addition,  the Trust received a prepayment premium of $66,257 from the
          payoff.  On March 1, 2002, the Trust paid a special  dividend of $0.51
          per  share  from  the  proceeds  of  the  Waterford   Apartments   PIM
          prepayment.




                                                       Continued



                                             KRUPP GOVERNMENT INCOME TRUST

                                       NOTES TO FINANCIAL STATEMENTS, Continued



3.    MBS

      At June 30, 2002, the Trust's MBS portfolio had an amortized cost of
      $6,498,286 and unrealized gains of $396,398. At June 30, 2002, the Trust's
      insured mortgage loan had an amortized cost of $4,834,436. The portfolio
      has maturities ranging from 2008 to 2035.

      On May 15, 2002, the Trust received $2,487,447 representing the principal
      proceeds on the first mortgage loan from the Parkwest Apartments MBS. In
      addition, the Trust received a prepayment premium of $49,749 from this
      payoff. On June 19, 2002, the Trust paid a special dividend of $0.17 per
      share from the proceeds of the Parkwest Apartments MBS prepayment.


4.    Changes in Shareholders' Equity

      A summary of changes in shareholders' equity for six months ended
      June 30, 2002 is as follows:

                                          Total               Accumulated
                                          Common               Retained         Comprehensive        Shareholders'
                                          Stock                Earnings             Income              Equity
                                      --------------        --------------      ------------        ---------------
Balance at December 31, 2001          $  127,850,874        $        -          $    578,628        $   128,429,502

Net income                                     -                 4,415,178             -                  4,415,178

Dividends                                (45,410,699)           (4,415,178)            -                (49,825,877)

Change in unrealized
gain on MBS                                   -                      -              (182,230)              (182,230)
                                      --------------        --------------      ------------        ---------------
Balance at June 30, 2002              $   82,440,175        $        -          $    396,398        $    82,836,573
                                      ==============        ==============      ============        ===============



5.   Related Party Transactions

     The Trust received $86,609 of Additional Loan Interest during the six
     months ended June 30, 2001 from an affiliate of the Advisor. The Trust also
     received participation interest of $50,750 from an affiliate of the Advisor
     during the six months ended June 30, 2001.

6.   Subsequent Event

     On July 1, 2002, the Trust granted a sixty day extension of the maturity
     date of the Windward Lakes Additional Loan Agreement and Additional Loan
     Note. The new maturity date is September 5, 2002.







Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
-------

          Certain  statements in this  Management's  Discussion  and Analysis of
          Financial  Condition and Results of  Operations  and elsewhere in this
          report on Form 10-Q constitute "forward-looking statements" within the
          meaning of the Federal  Private  Securities  Litigation  Reform Act of
          1995.  These  forward-looking  statements  involve  known and  unknown
          risks,  uncertainties  and other  factors  which may cause the Trust's
          actual results, performance or achievements to be materially different
          from any future  results,  performance  or  achievements  expressed or
          implied by these  forward-looking  statements.  These factors include,
          among  other  things,  federal,  state or local  regulations;  adverse
          changes in general economic or local conditions;  the inability of the
          borrower  to  meet   financial   obligations   on  additional   loans;
          pre-payments of mortgages;  failure of borrowers to pay  participation
          interests due to poor operating  results at properties  underlying the
          mortgages;  uninsured  losses  and  potential  conflicts  of  interest
          between the Trust and its Affiliates, including the Advisor.

Liquidity and Capital Resources

          At June 30, 2002, the Trust had liquidity  consisting of cash and cash
          equivalents of approximately  $5.7 million as well as the cash inflows
          provided by PIMs, PIMIs, MBS and cash and cash equivalents.  The Trust
          may also receive additional cash flow from the participation  features
          of its PIMs and PIMIs.  The Trust  anticipates that these sources will
          be adequate to provide the Trust with sufficient liquidity to meet its
          obligations, including providing dividends to its investors.

          The most  significant  demands on the Trust's  liquidity are quarterly
          dividends paid to investors of approximately  $2.6 million and special
          dividends.  Funds for dividends come from interest  income received on
          PIMs,  PIMIs,  MBS and  cash  and cash  equivalents  net of  operating
          expenses,  and the principal  collections  received on PIMs, PIMIs and
          MBS.  The  portion of  dividends  funded  from  principal  collections
          reduces the capital  resources of the Trust. As the capital  resources
          of the Trust  decrease,  the total  cash  flows to the Trust will also
          decrease  which may result in periodic  adjustments  to the  dividends
          paid to the investors.

          The  Advisor  periodically  reviews  the  dividend  rate to  determine
          whether an  adjustment  is necessary  based on  projected  future cash
          flows.  The current  dividend rate is $.17 per Share per quarter.  The
          Trustees,  based on the  Advisor's  recommendations,  generally  set a
          dividend  rate that  provides for level  quarterly  dividends.  To the
          extent quarterly dividends do not fully utilize the cash available for
          distribution and cash balances  increase,  the Trustees may adjust the
          dividend rate or distribute such funds through a special dividend.

          In addition to providing  guaranteed or insured monthly  principal and
          interest payments,  the Trust's investments in PIMs and PIMIs also may
          provide  additional income through the interest on the Additional Loan
          portion  of the  PIMIs  as well as  participation  interest  based  on
          operating  cash flow and an  increase in the value  realized  upon the
          sale  or  refinance  of  the  underlying  properties.  However,  these
          payments  are  neither  guaranteed  nor  insured  and depend  upon the
          successful operations of the underlying properties.

          On June 28, 2002, the Trust received a prepayment of the Lincoln Green
          Apartments  Subordinated  Promissory Note. The Trust received $725,000
          of Shared Appreciation Interest and $278,785 of Shared Income Interest
          and Minimum Additional Interest.  On July 25, 2002, the Trust received
          $13,676,641  representing the principal proceeds on the first mortgage
          loan from the Lincoln Green Apartments PIM. The Advisor expects to pay
          a special dividend of $.99 per share during the third quarter from the
          proceeds of the Lincoln Green Apartments PIM prepayment.

          On May 15,  2002,  the  Trust  received  $8,884,123  representing  the
          principal  proceeds  on the first  mortgage  loan from the River  View
          Apartments PIM. In addition,  the Trust received a prepayment  premium
          of $88,841 from the payoff.  On June 4, 2002, the Trust paid a special
          dividend  of $0.61  per share  from the  proceeds  of the  River  View
          Apartments PIM prepayment.

          Also on May 15, 2002, the Trust received  $2,487,447  representing the
          principal  proceeds  on the  first  mortgage  loan  from the  Parkwest
          Apartments MBS. In addition,  the Trust received a prepayment  premium
          of  $49,749  from this  payoff.  On June 19,  2002,  the Trust  paid a
          special  dividend of $0.17 per share from the proceeds of the Parkwest
          Apartments MBS prepayment.

          On January 3, 2002, the Trust received  $18,330,825  representing  the
          principal  proceeds on the first  mortgage loan from the Red Run PIMI.
          On December 31, 2001,  the Trust  received a prepayment of the Red Run
          Additional Loan and  Subordinated  Promissory Note. The Trust received
          $2,900,000  of   Additional   Loan   Principal,   $238,369  of  Shared
          Appreciation Interest, $3,506,952 of Preferred Interest and $67,667 of
          Base Interest on the  Additional  Loan. On January 16, 2002, the Trust
          paid a special  dividend  of $1.68 per share from the  proceeds of the
          Red Run PIMI prepayment.

          On January 2, 2002,  the Trust  received a prepayment of the Waterford
          Apartments Subordinate Promissory Note. The Trust received $379,725 of
          Minimum  Additional  Interest  and  $425,643  of  Shared  Appreciation
          Interest.   On  January  17,  2002,  the  Trust  received   $6,625,742
          representing  the principal  proceeds on the first  mortgage  loan. In
          addition,  the Trust received a prepayment premium of $66,257 from the
          payoff.  On March 1, 2002, the Trust paid a special  dividend of $0.51
          per  share  from  the  proceeds  of  the  Waterford   Apartments   PIM
          prepayment.

          The  three  remaining  PIMI  investments  all  operate  under  workout
          agreements  with  the  Trust.   Those  agreements  have  modified  the
          borrowers'  obligations  to make  Additional  Loan interest  payments,
          regardless of whether the property generated sufficient revenues to do
          so, to an  obligation  to pay  Additional  Loan  interest  only if the
          property  generates  Surplus  Cash,  as defined by HUD. For the period
          ending  December 31, 2001,  Mountain View did not generate any Surplus
          Cash,  although both Windward  Lakes and  Lifestyles did generate some
          Surplus Cash. However, due to the need to complete capital projects at
          both  properties,  the Trust agreed that the Surplus Cash generated by
          the two properties  will not be used to pay Additional  Loan interest.
          Consequently, the Trust does not expect to receive any Additional Loan
          interest  during 2002.  Beginning in 2002, the Trust has amortized and
          recognized  Additional Loan income previously deferred with respect to
          Windward Lakes as the property generated Surplus Cash during 2001.

          Windward Lakes' operating results  deteriorated  during 1995 and 1996,
          and in early 1997 the independent Trustees approved a workout with the
          borrower of the  Windward  Lakes PIMI,  an affiliate of the Advisor of
          the Trust.  In the workout,  the Trust agreed to reduce the  effective
          basic  interest rate on the insured first mortgage by 2% per annum for
          1997 and 1% per annum for 1998,  1999 and 2000.  The borrower  made an
          equity  contribution of $133,036 to the property and agreed to cap the
          annual  management  fee paid to an affiliate  at 3% of  revenues.  The
          Trust's participation in current operations is 50% of any Surplus Cash
          as determined  under HUD guidelines,  and the Additional Loan interest
          is payable  out of its share of Surplus  Cash.  Any unpaid  Additional
          Loan interest accrues at 7.5% per annum.  When the property is sold or
          refinanced,  the Trust will receive 50% of any net proceeds  remaining
          after  repayment of the insured  mortgage,  the  Additional  Loan, the
          interest rate relief,  accrued and unpaid Additional Loan interest and
          the  Borrower's  equity up to the point that the Trust has  received a
          cumulative,  non-compounded  10% preferred return on its investment in
          the PIMI. The Additional Loan was scheduled to mature in July of 2002.
          However,  the Advisor granted a sixty day extension to the Borrower to
          allow the Borrower  additional  time to finalize a more  comprehensive
          proposal regarding a longer term extension of the maturity date.

          In May 1998, the borrower on the Lifestyles PIMI defaulted on its debt
          service payment on the insured first  mortgage.  The Trust agreed to a
          new workout that runs through 2007.  Under its terms, the Trust agreed
          to reduce the effective interest rate on the insured first mortgage by
          1.75%  retroactively for 1998 to clear the default, by 1.75% for 1999,
          and by 1.5% each year  thereafter  until  2007.  An  affiliate  of the
          Advisor refunds  approximately  .25% per annum to the Trust related to
          the  interest   reduction.   The  borrower  made  a  $550,000   equity
          contribution,  which  was  escrowed,  for  the  exclusive  purpose  of
          correcting deferred maintenance and making capital improvements to the
          property.  The escrow has been used up for  paint,  building  repairs,
          parking lot repairs, a new fitness facility,  clubhouse remodeling and
          landscaping. Any Surplus Cash that is generated by property operations
          will be split  evenly  between  the Trust and the  borrower.  When the
          property is sold or refinanced,  the first  $1,100,000 of any proceeds
          remaining  after the insured  mortgage is paid off will be split 50% /
          50%  between  the  Trust  and the  borrower;  the next  $1,690,220  of
          proceeds will be split 75% to the Trust and 25% to the  borrower;  and
          any  remaining  proceeds will be split 50% / 50%. The  borrower's  new
          equity and the reduction in the effective interest rate on the insured
          first mortgage have provided funds for repairs and  improvements  that
          have helped reposition  Lifestyles.  As a result of the performance of
          the  property,   the  Trust  had  initially  established  a  valuation
          allowance of $1,130,346 on the Additional  Loan in 1998.  During 2001,
          the Trust  received  a payment of  $118,968  which was  recorded  as a
          reduction in the principal  balance of the Additional Loan and related
          impairment provision. Based on improved market conditions and property
          operations,  the Trust has further reduced the impairment provision by
          $344,839 to $666,539 in the fourth quarter of 2001.

          Mountain  View is similar to  Lifestyles  with respect to  competitive
          market  conditions.  In June 1999, the Trust approved a second workout
          that runs through  2004.  Under its terms,  the Trust agreed to reduce
          the effective  interest  rate on the insured  first  mortgage by 1.25%
          retroactively  for 1999 and each year  thereafter  until 2004,  and to
          change the participation  terms. The workout  eliminated the preferred
          return feature,  forgave  $288,580 of previous  accruals of Additional
          Loan interest  related to the first  workout,  and changed the Trust's
          participation  in Surplus Cash  generated by the  property.  The Trust
          will receive 75% of the first  $130,667 of Surplus Cash and 50% of any
          remaining  Surplus  Cash on an  annual  basis to pay  Additional  Loan
          interest.  Unpaid  Additional  Loan  interest  related  to the  second
          workout  will accrue and be payable if there are  sufficient  proceeds
          from a sale or refinancing of the property. In addition,  the borrower
          repaid  $153,600  of the  Additional  Loan  and  funded  approximately
          $54,000 to a reserve  for  property  improvements.  As a result of the
          factors  described above,  the Advisor  determined that the Additional
          Loan  collateralized  by the  Mountain  View  asset was  impaired  and
          currently maintains a valuation allowance of $1,032,272.

          Whether the operating  performance at any of the properties  mentioned
          above provide  sufficient  cash flow from operations to pay either the
          Additional  Loan  interest  or  participation  income  will  depend on
          factors  that the Trust has  little or no  control  over.  Should  the
          properties  be  unable  to  generate  sufficient  cash flow to pay the
          Additional  Loan interest,  it would reduce the Trust's  distributable
          cash  flow  and  could  affect  the  value  of  the  Additional   Loan
          collateral.

          There are  contractual  restrictions  on the repayment of the PIMs and
          PIMIs.  During the first five years of the  investment,  borrowers are
          prohibited  from  repayment.  During the second  five  years,  the PIM
          borrowers can prepay the insured first  mortgage by paying the greater
          of a prepayment  premium or the  participation  due at the time of the
          prepayment. Similarly, the PIMI borrowers can prepay the insured first
          mortgage and the Additional  Loan by satisfying  the Preferred  Return
          obligation.  The  participation  features  and  Additional  Loans  are
          neither insured nor  guaranteed.  If the prepayment of the PIM or PIMI
          results  from  the  foreclosure  on  the  underlying  property  or  an
          insurance   claim,   the  Trust   would   probably   not  receive  any
          participation income or any amounts due under the Additional Loan.

          The Trust has the  option  to call  certain  PIMs and all the PIMIs by
          accelerating  their maturity if the loans are not prepaid by the tenth
          year after permanent funding. The Advisor will determine the merits of
          exercising  the  call  option  for  each  PIM  and  PIMI  as  economic
          conditions warrant.  Such factors as the condition of the asset, local
          market  conditions,   the  interest  rate  environment  and  available
          financing will have an impact on these decisions.

Critical Accounting Policies

          The Trust's critical  accounting  policies relate primarily to revenue
          recognition  related to the participation  features of the Trust's PIM
          and PIMI  investments as well as the recognition of deferred  interest
          income on the Additional Loans. The Trust's policies are as follows:

          Basic  interest  is  recognized  based  on  the  stated  rate  of  the
          Department of Housing and Urban  Development  ("HUD") Insured Mortgage
          loan (less the  servicer's  fee) or the coupon rate of the  Government
          National  Mortgage  Association  ("GNMA") or Fannie Mae MBS. The Trust
          recognizes  interest  related to the  participation  features when the
          amount  becomes  fixed and the  transaction  that  gives  rise to such
          amount is consummated.  The Trust defers the recognition of Additional
          Loan interest payments as income to the extent these interest payments
          were from  escrows  established  with the  proceeds of the  Additional
          Loan. When the properties  underlying the PIMI's  generate  sufficient
          cash flow to make the required  Additional Loan interest  payments and
          the Additional Loan value is deemed collectible,  the Trust recognizes
          income as earned and commences  amortization of the deferred  interest
          amounts  into  income  over  the  remaining   estimated  term  of  the
          Additional Loan.  During periods where mortgage loans are impaired the
          Trust suspends amortizing deferred interest.

Results of Operations

          Net income of the Trust  increased  for the three and six months ended
          June 30, 2002 as compared to the same periods in 2001 due to increases
          in  participation  income and interest income on MBS and a decrease in
          asset  management  fees.  This is  partially  offset by  decreases  in
          interest  income on PIM's and PIMI's,  additional  loan  interest  and
          other  interest  income.  Participation  income  increased  due to the
          collection of participation  income from the Riverview  Apartments and
          Lincoln  Green  Apartments  PIM's  during the second  quarter of 2002.
          Interest income on MBS increased due to the accelerated recognition of
          the  Parkwest  Apartments  MBS  purchase  discount  as income upon the
          prepayment  of the MBS  and the  receipt  of the  prepayment  premium.
          Interest  income on PIM's and PIMI's  decreased due to the prepayments
          of the Red Run and River View  Apartments  PIMI's,  and the  Waterford
          Townhomes  PIM in  2002  and  the  Season's  PIMI  in  July  of  2001.
          Additional  loan  interest  decreased  due to the Red Run and Season's
          PIMI  payoffs in January  2002 and July of 2001,  respectively.  Other
          interest income  decreased due to lower average  interest rates earned
          on cash balances  available for short-term  investing when compared to
          the same period in 2001.  Asset  management  fees decreased due to the
          decline in the Trust's asset base as a result of principal collections
          and prepayments.




Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------

Assessment of Credit Risk

          The Trust's investments in insured mortgages and MBS are guaranteed or
          insured  by  Fannie  Mae,  Federal  Home  Loan  Mortgage   Corporation
          ("FHLMC"),  the Government National Mortgage  Association ("GNMA") and
          the 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.

          Fannie  Mae  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 full and 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.

          The Trust's  Additional  Loans have similar risks as those  associated
          with higher risk debt instruments,  including: reliance on the owner's
          operating  skills,  ability  to  maintain  occupancy  levels,  control
          operating  expenses,  ability to maintain  the  properties  and obtain
          adequate  insurance  coverage.  Operations  also  may be  effected  by
          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 Trust
          may have little or no control.

          The Trust  includes in cash and cash  equivalents  approximately  $4.4
          million  of Agency  paper,  which is issued  by  Government  Sponsored
          Enterprises with a credit rating equal to the top rating category of a
          nationally recognized statistical rating organization.

Interest Rate Risk

          The Trust's  primary  market risk  exposure is to interest  rate risk,
          which can be  defined  as the  exposure  of the  Trust's  net  income,
          comprehensive  income or financial  condition to adverse  movements in
          interest  rates.  At June 30, 2002,  the Trust's  PIMs,  PIMIs and MBS
          comprise  the  majority of the Trust's  assets.  Decreases in interest
          rates may accelerate the  prepayment of the Trust's  investments.  The
          Trust does not utilize any derivatives or other  instruments to manage
          this  risk as the  Trust  plans  to  hold  all of its  investments  to
          expected maturity.

          The Trust monitors  prepayments and considers  prepayment  trends,  as
          well as distribution  requirements of the Trust,  when setting regular
          dividend  policy.  For MBS, the fund  forecasts  prepayments  based on
          trends in similar  securities  as  reported by  statistical  reporting
          entities such as Bloomberg. For PIMs and PIMIs, the Trust incorporates
          prepayment  assumptions into planning as individual  properties notify
          the Trust of the intent to prepay or as they mature.






                          KRUPP GOVERNMENT INCOME TRUST

                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings
              None

Item 2.       Changes in Securities
              None

Item 3.       Defaults upon Senior Securities
              None

Item 4.       Submission of Matters to a Vote of Security Holders
              None

Item 5.       Other Information
              None

Item 6.       Exhibits and Reports on Form 8-K
              (a)    Exhibits

              (10.1) Extension of and Second Modification to the Additional Loan
                     Agreement and Additional Loan Note, dated July 1, 2002,
                     between George Krupp, an individual, Douglas Krupp, an
                     individual and Krupp GP, Inc., a Massachusetts corporation
                     (collectively, the "Borrowers") and Krupp Government Income
                     Trust, a Massachusetts business trust (the "Holder").

              (99.1) Chairman of the Board Certification pursuant to 18 U.S.C.
                     Section 1350, as adopted pursuant to Section 906 of the
                     Sarbanes-Oxley Act of 2002.

              (99.2) Chief Accounting Officer Certification pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K
         None





                                    SIGNATURE



Pursuant to the requirements 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.



                                                                 Krupp Government Income Trust
                                                                 -----------------------------
                                                                         (Registrant)



                                                 BY:    / s / Robert A. Barrows
                                                        ----------------------------------------------------
                                                        Robert A. Barrows
                                                        Treasurer and Chief Accounting Officer
of Krupp Government Income Trust














DATE:    August 13, 2002





      Extension of and Second Modification to the Additional Loan Agreement
                            and Additional Loan Note
      ---------------------------------------------------------------------

This Extension of and Second Modification to the Additional Loan Agreement and
Additional Loan Note dated as of July 1, 2002 is entered into among George
Krupp, an individual, Douglas Krupp, an individual and Krupp GP, Inc., a
Massachusetts corporation (collectively, the "Borrowers") and Krupp Government
Income Trust, a Massachusetts business trust (the "Holder").

Whereas, the Borrowers and the Holder have entered into the Additional Loan
Agreement (the "Agreement") dated December 28, 1990, the Additional Loan Note
(the "Note") dated December 28, 1990 and the Modification Agreement dated May
1997;

Whereas, in accordance with the terms of the Agreement, the Note and the
Modification Agreement, unless extended, the terms of the Agreement, the Note
and the Modification Agreement expire on July 7, 2002;

Whereas, the Borrowers and the Holder have mutually agreed to extend the terms
of the Agreement, the Note and the Modification Agreement;

Now, therefore, for and in consideration of the foregoing recitals, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

Amendments.  The Agreement, the Note and the Modification Agreement are amended as follows:
-----------

Section A of the Note is amended to read in its entirety as follows:

Unless otherwise accelerated as provided herein or in the Additional Loan
Agreement, the outstanding principal balance shall be payable on September 5,
2002.

Conditions Precedent. Notwithstanding any contrary provision, this document is
not effective unless and until the Holder receives counterparts of this document
executed by each party named on the signature page or pages of this document.

Ratifications. To induce the Holder to enter into this document, the Borrowers
(a) ratify and confirm all provisions of the Agreement, the Note and the
Modification Agreement as amended by this document, (b) ratify and confirm that
all guaranties, assurances, and Liens (as defined in the Agreement, the Note and
the Modification Agreement) granted, conveyed, or assigned to the Holder under
the Agreement, the Note and the Modification Agreement (as they have been
renewed, extended, and amended) are not released, reduced, or otherwise
adversely affected by this document and continue to guarantee, assure, and
secure full payment and performance of the present and future indebtedness
arising hereunder, and (c) agree to perform those acts and duly authorize,
execute, acknowledge, deliver, file, and record those additional documents as
the Holder may request in order to create, perfect, preserve, and protect those
guaranties, assurances, and Liens.

Representations. To induce the Holder to enter into this document, the Borrowers
represent and warrant to the holder that as of the date of this document (a) the
Borrowers have all requisite authority and power to execute, deliver and perform
their respective obligations under this document, which execution, delivery, and
performance have been duly authorized by all necessary corporate action in the
case of the corporate Borrower, require no action by or filing with any
governmental authority, do not violate any of the corporate Borrower's
organizational documents or violate any law applicable to any of the Borrowers
or any material agreement to which they or their assets are bound, (b) upon
execution and delivery by all parties to it, this document will constitute the
Borrowers' legal and binding obligation, enforceable against each of them in
accordance with this document's terms except as that enforceability may be
limited by debtor relief laws and general principles of equity, (c) all other
representations and warranties in the Agreement, the Note and the Modification
Agreement are true and correct in all material respects except to the extent
that any of them speak to a different specific date, and (d) no Default or Event
of Default exists.

Miscellaneous.  Except as specifically amended and modified in this document,  the Agreement,  the Note and the Modification  Agreement
--------------
are unchanged and continue in full force and effect.

The parties hereto have caused this Extension of and Second Modification to the
Additional Loan Agreement and Additional Loan Note to be duly executed as of the
date first written above.


Krupp GP, Inc., a Massachusetts corporation                   Krupp Government Income Trust,
                                                              A Massachusetts business trust
BY:   / s / David C. Quade                                    By: Berkshire Mortgage Advisors
   -----------------------------------------------------
Its:     Executive Vice President                                    Limited Partnership, its Advisor
     --------------------------------------------------

                                                              By: BRF Corporation, its general
  / s / Douglas Krupp                                                partner
------------------------------------------------------------
Douglas Krupp, an individual
                                                              By:  / s / Ronald F. Halpern
                                                                 ------------------------------------------------
                                                                    Name:
                                                                    Title:
  / s / George Krupp
-------------------------------------------------------------
George Krupp, an individual





                            CERTIFICATION PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Krupp Government Income Trust (the
"Trust") on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Douglas
Krupp, Chairman of the Board of the Trust, certify, pursuant to U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully complies with the requirements of section 13(a)
         or 15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in
         all material respects, the financial condition and results of
         operations of the Trust as of June 30, 2002 (the last date of
         the period covered by the Report).



 / s / Douglas Krupp
--------------------------
Douglas Krupp,
Chairman of the Board





                            CERTIFICATION PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Krupp Government Income Trust (the
"Trust") on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Robert
A. Barrows, Chief Accounting Officer of the Trust, certify, pursuant to U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that:

(1)      The Report fully complies with the requirements of section 13(a)
         or 15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in
         all material respects, the financial condition and results of
         operations of the Trust as of June 30, 2002 (the last date of
         the period covered by the Report).



  / s / Robert A. Barrows
------------------------------
Robert A. Barrows,
Chief Accounting Officer