As filed with the Securities and Exchange Commission  on May16,1996
                                 
                                                 Registration Statement No. 33

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                         Berkshire Realty Company. Inc.
               (Exact name of registrant as specified in charter)

                                  Massachusetts
         (State or other jurisdiction of incorporation or organization)
                     
                                   04-2968018
                     (I.R.S. employer identification number)
                         
                470 Atlantic Avenue. Boston, Massachusetts 02210
  (Address, including zip code, of registrant's principal executive offices)

                   
              Berkshire Realty Company. Inc. 1996 Stock Option Plan
                            (Full title of the Plan)
                    
                            Scott D. Spelfogel, Esq.
         470 Atlantic Avenue, Boston. Massachusetts 02210. 617-423-2233
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)
          
                                     Copy to
                         Alexander J. Jordan, Jr., Esq.
                                 Peabody & Brown
                               101 Federal Street
                        Boston, Massachusetts 02110-1832
                          
                         CALCULATION OF REGISTRATION FEE
                                 
<TABLE>
<CAPTION>
                                               Proposed        Proposed        Amount
       Title of Securities     Amount to be    Maximum         Maximum           of
       to be Registered         Registered     Offering Price  Aggregate       Registra- 
                                               Per Share  1     Offering          tion Fee
                                                                Price      
        <C>                     <C>             <C>             <C>             <C>
        Common Stock,
        par value $.01          1,500,000       $10.25          $15,375,000     $5,302.00
        per share
</TABLE>
  1 Solely for purposes of calculating the registration fee pursuant to Rule
  457(c) under the Securities Act of 1933, the proposed maximum per share
  price is equal to the average of the high and low prices of the Common
  Stock as reported on the New York Stock ExchangeComposite Tape on May 10,
  1996.
  <PAGE>
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
           
  Item 3.   Incorporation of Documents by Reference.

            The following documents filed by the Registrant with the
  Securities and Exchange Commission (the "Commission") are incorporated by
  reference and made a part hereof:

            (a)   the Registrant's Annual Report on Form 10-K for the year
                  ended December 31, 1995 (File No. 1 -10660), filed pursuant
                  to Section 13(a) of the Securities Exchange Act of 1934
                  (the "Exchange Act");
            
            (b)   the Registrant's Notice of Annual Meeting and Proxy
                  Statement for the Annual Meeting to be held on May 2, 1996,
                  mailed to stockholders on or about March 29, 1996;

            (c)   the Registrant's quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1996: and 

            (d)   the description of the Registrant's Common Stock contained
                  in the Registrant's registration statement on Form 8-A
                  filed under the Exchange Act and any amendments or reports
                  filed for the purpose of updating such description.
            
            All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
  filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of the filing
  of such documents.

  Item 4.   Description of Securities.

            Not Applicable.
       
  Item 5.   Interests of Named Experts and Counsel.

            Not Applicable.
       
  Item 6.   Indemnification of Directors and Officers.

            Article IX of the Restated Certificate of Incorporation of the
  Company provides that a Director of the Company shall not be personally
  liable to the Company or to its shareholders for monetary damages for
  breach of fiduciary duty as a Director except for liability: (i) for any
  breach of the Director's duty of loyalty to the Company or its
  Shareholders; (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law; (iii) under Section
  174 of the General Corporation Law of Delaware; or (iv) for any transaction
  from which the Director derived an improper personal benefit. Such article
  also provides that if the General Corporation Law of Delaware is amended to
  authorize further eliminating or limiting the personal liability of the
  Directors, then the liability of a director of the Company shall be
  eliminated or limited to the fullest extent permitted by the law as so
  amended.

           Article V of the By-Laws of the Company provides generally that
  each person who is involved in any proceeding by reason of serving as a
  Director or Officer of the Company shall be indemnified and held harmless
  by the Company to the fullest extent authorized by the Delaware General
  Corporation Law against all liability reasonably incurred by such party in
  connection with such proceeding. This right to indemnification includes the
  right to be paid by the Company the expenses incurred in defending any
  proceeding in advance of its final disposition; provided that if the
  Delaware General Corporation Law requires, an advancement of expenses shall
  be made only upon delivery to the Company of an undertaking to repay all
  amounts so advanced if it is ultimately determined that the indemnitee is
  not entitled to be indemnified for such expenses.

        If a claim under Article V of the By-Laws is not paid in full by the
  company within 60 days after a written claim has been received by the
  Company, the indemnitee may at any time thereafter bring suit against the
  Company to recover the unpaid amount. If such suit is successful, the
  indemnitee is also entitled to be paid the expense of prosecuting the suit.

  Item 7.   Exemption from Registration Claimed.

            Not Applicable.

  Item 8.   Exhibits.

            4.1   Berkshire Realty Company, Inc.1996 Stock Option Plan.

            5.1   Opinion of Peabody & Brown, counsel to the Registrant, as
                  to the legality of the 1.500.000 shares.

            23.1  Consent of Coopers & Lybrand, L.L.P.

            23.2  Consent of Peabody & Brown (included in Exhibit 5.1).

            24.1  Power of Attorney (included on page 5 of this registration
                  statement).

  Item 9.   Undertakings.

        1.  The Registrant hereby undertakes:
     
        (a) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933:

            (ii)  To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement; and 
              
            (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change for such
                  information in the registration statement;
              
            provided; however, that paragraphs (i) and (ii) above do not
  apply if the information required to be included in a post-effective
  amendment by those  paragraphs is contained in periodic reports filed by
  the Registrant pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference in the registration
  statement.
<PAGE>

           (b) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

           (c) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.

           2. The Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Securities Exchange Act of 1934 that is incorporated by reference in
  the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be in
  the initial bona fide offering thereof.

           3. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the foregoing provisions,
  or otherwise, the Registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act of 1933 and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in
  the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the
  securities being registered, the Registrant will, unless in the opinion of
  its counsel the matter has been settled by controlling precedent, submit to
  a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of
  such issue.
  <PAGE>
<PAGE>

                                    SIGNATURE
                              
        Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, Massachusetts on May_, 1996.

                                            BERKSHIRE REALTY COMPANY. INC.

                                            By:/s/ David Marshall
                                            David F. Marshall
                                            President and Chief Operating
  Officer

        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in
  the capacities and on the date indicated.

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
  Laurence Gerber, David F. Marshall and Marianne Pritchard, and each of them
  individually, as his or her true and lawful attorney-in-fact and agent,
  with full power of substitution, for him or her and in his or her name,
  place and stead, in any and all capacities to sign any or all amendments or
  post-effective amendments to this registration statement, and to file the
  same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in an about the
  premises, as fully to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or his or her substitute, may lawfully do or
  cause to be done by virtue hereof.

          Signature         Capacity                                Date

     /s/Douglas Krupp
        Douglas Krupp       Chairman of the Board and Director    May 16, 1996
                
     /s/Laurence Gerber
        Laurence Gerber     Chief Executive Officer and Director  May 16, 1996
                            (Principal Executive Officer)

    /s/ David F. Marshall    
        David F. Marshall   President and Chief Operating Officer May 16, 1996
                
     /s/David M. deWilde
        David M. deWilde    Director                              May 16, 1996
                
     /s/J. Paul Finnegan
        J. Paul Finnegan    Director                              May 16, 1996
                
     /s/Charles N. Goldberg
        Charles N. Goldberg Director                              May 16, 1996
                
     /s/E. Robert Roskind
        E. Robert Roskind   Director                              May 16, 1996

     /s/Marianne Pritchard
        Marianne Pritchard  Senior Vice President and Chief       May 16, 1996
                            Financial Officer (Principal
                            Financial and Accounting Officer)
  <PAGE>
      
<PAGE>

                         BERKSHIRE REALTY COMPANY. INC.

                                  EXHIBIT INDEX

        Exhibit           Title of Exhibit


        4.1               Berkshire Realty Company, Inc. 1996 Stock Option
                          Plan.

        5.1               Opinion of Peabody & Brown, counsel to the
                          Registrant, as to the legality of the shares.

        23.1              Consent of Coopers & Lybrand, L.L.P..

        23.2              Consent of Peabody & Brown (included in Exhibit 5.1
                          hereto).

        24.1              Power of Attorney (included on page 4 of this
                          registration  statement).
<PAGE>
                         BERKSHIRE REALTY COMPANY, INC.
                             1996 STOCK OPTION PLAN

  I. Purpose

        The purpose of this Berkshire Realty Company, Inc. 1996 Stock Option
  Plan (the "Plan") is to advance the interests of Berkshire Realty Company,
  Inc., a Delaware corporation ("Berkshire Realty"); its Operating
  Partnership, BRI OP Limited Partnership, a Delaware limited partnership;
  and their respective subsidiaries (hereinafter collectively "BRI" or the
  "Company"), by stimulating the efforts of key employees and consultants on
  behalf of BRI, heightening the desire of key employees to continue in
  employment with BRI, assisting BRI in competing effectively with other
  enterprises for the service of new employees and consultants necessary for
  the continued improvement of the Company's operations, and to attract and
  retain the best available personnel for service as directors of Berkshire
  Realty. This Plan permits the grant of incentive stock options as defined
  in Section 422 of the Internal Revenue Code of 1986, as amended (the
  "Code"), as well as options which are not incentive stock options pursuant
  to Code Section 422.

  2. Definitions

        (a)   "Board of Directors" means the Board of Directors of Berkshire
  Realty.

        (b)   "Committee" means the Compensation Committee appointed by the
              Board of Directors from amongst its members.
           
        (c)   "Disablement" means a physical condition arising from an illness
              or injury which renders an individual incapable of performing
              work. The determination of the Committee as to an individual's
              Disablement shall be made in accordance with the standards and
              procedures of the Company' s then-current Long Term Disability
              Plan and shall be conclusive on all parties.
           
        (d)   "Plan" means the Berkshire Realty Company, Inc. 1996 Stock
              Option Plan, as herein set forth.
           
        (e)   "Retirement" means retirement from active employment with the
              Company at or after age 62. The determination of the Committee
              as to an individual's Retirement shall be conclusive on all
              Parties.
          
        (f)   "Subsidiary" means any corporation (other than Berkshire Realty)
              in an unbroken chain of corporations beginning with Berkshire
              Realty where each of the corporations in the unbroken chain
              other than the last corporation owns stock possessing fifty
              percent (50%) or more of the total combined voting power of all
              classes of stock in one of the other corporations in such chain.
<PAGE>

  3. Participants

        "Participants" in the Plan shall be those key BRI employees and those
  consultants (including, but not limited to, key employees of companies
  providing services to BRI) to whom options may be granted from time to time
  by the Committee. Participants shall also include non-employee directors of
  Berkshire Realty to whom options are granted in accordance with Section 6.
  No option shall be granted to any person if immediately after the grant of
  such option such person would own stock, including stock subject to
  outstanding options held by him or her, amounting to more than five percent
  (5%) of the total combined voting power or value of all classes of stock of
  the Company or any Subsidiary.

  4. Effective Date and Termination of the Plan

        This Plan was adopted by the Board of Directors on February 8, 1996
  for submission to the shareholders on May 2, 1996, and is effective upon
  the approval of the shareholders. The Plan shall terminate when all shares
  of stock subject to options granted under this Plan shall have been
  acquired through exercise of such options or on May 1, 2001, whichever is
  earlier, or at such earlier time as the Board of Directors may determine.
  Termination of the Plan will not affect the rights and obligations arising
  under options theretofore granted and then in effect.

  5. Shares Subject to the Plan and to Options

        The stock subject to options authorized to be granted under the Plan
  shall consist of 1,500,000 shares of Berkshire Realty's common stock, $.01
  par value, or the number and kind of shares of stock or other securities
  which shall be substituted or adjusted for such shares as provided in
  Section 7. Such shares may be authorized and unissued shares of Berkshire
  Realty's common stock. All or any shares of stock subject to an option
  which for any reason terminates unexercised may again be made subject to an
  option under the Plan.

  6. Grant, Terms and Conditions of Options

        Options may be granted at any time and from time to time prior to the
  termination of the Plan to those key employees of BRI and those consultants
  (including, but not limited to, key employees of companies providing
  services to BRI) who, in the Committee's judgment, are largely responsible
  through their judgment, interest, ability and special efforts for the
  successful conduct of BRI's business. However, no Participant shall be
  granted options in any year to purchase a number of Berkshire Realty's
  common stock in excess of one percent 
  (1%) of the number of shares of Berkshire Realty's common stock outstanding
  on January l, 1996.

        Options will be granted to non-employee directors as follows: As of
  the effective date of this plan each non-employee director will receive an
  initial grant of 12,000 shares. Thereafter, each new non-employee director
  will receive an initial grant of 5,000 shares at the time of his or her
  appointment or election to the position of director; and each director
  continuing in office will receive an annual grant of 3,000 shares on the
  date of each annual shareholder's meeting of Berkshire Realty. Each
  non-employee director serving on the Audit Committee or the Compensation
  Committee of the Board of Directors (or both) shall receive an additional
  initial grant of l0,000 shares and additional annual grants of l,000 shares
  for each such committee served on, and the chair of each such committee
  shall receive (in lieu of said 1,000 share grant) an additional initial
  grant of 2,000 shares and additional annual grants of 2,000 shares for each
  such committee chaired. The Committee will have no discretion to select
  which non-employee directors will be granted options or to determine the
  number of option shares, price, vesting schedule or any other term of the
  options granted to non-employee directors. All options granted to
  non-employee directors will be non-qualified options.

        No Participant shall have any rights as a stockholder with respect to
  any shares of stock subject to option hereunder until said shares have been
  issued. Each option shall be evidenced by a written stock option agreement
  which will expressly identify the option as an incentive stock option or as
  a non-qualified stock option. Furthermore, the grant of an incentive stock
  option pursuant to this Plan shall in no way be construed as an alterative
  to the right of an optionee to
  purchase stock pursuant to any present or future grant of a non-qualified
  option under any of BRI's current or future stock plans. Options granted
  pursuant to the Plan need not be identical, but each option is subject to
  the Plan and must contain and be subject to the following terms and
  conditions:

        (a)   Price: The purchase price under each option granted to employees
              shall be established by the Committee. In no event will the
              option price be less than 100% of the fair market value of the
              stock on the date of the grant. For purposes of the Plan fair
              market value on a particular date means the closing price of
              Berkshire Realty's stock on the immediately prior day trading
              day. The option price must be paid in full at the time of the
              exercise. The price may be paid in cash; cash equivalents or
              secured notes acceptable to the Committee; by arrangement with a
              broker which is acceptable to the Committee where payment of the
              option price is made pursuant to an irrevocable direction to the
              broker to deliver all or part of the proceeds from the sale of
              the option shares to the Company; by the surrender of shares of
              common stock owned by the optionee exercising the option and
              having a fair market value on the date of the exercise equal to
              the option price; or, in any combination of the foregoing.

        (b)   Duration and Exercise or Termination of Option: Each option
              granted to an employee or consultant shall be exercisable in
              such manner and at such times as the Committee shall determine.
              Each option granted must expire within a period of ten (10)
              years from the grant date. An employee's stock option agreement
              may provide for accelerated exercisability in the event of the
              employee's death, Disablement or Retirement or other events in
              accordance with policies established by the Committee and may
              provide for expiration prior to the end of its terms in the
              event of the termination of the employee' s service. A
              consultant's stock agreement may provide for accelerated
              exercisability in the event of the consultant's death,
              Disablement, retirement from employment at or after age 62 or
              other events in accordance with policies established by the
              Committee and may provide for expiration prior to the end of its
              terms in the event of the termination of the consultant's
              service
      
              Each initial 12,000 or 5,000 share option and each subsequent
              3,000 share option granted to a non-employee director, and each
              2,000 or 1,000 share option granted to a non-employee director
              by virtue of his or her committee chairmanship or membership
              will become exercisable beginning one year from the date of the
              annual meeting of the shareholders on which date the options
              were granted. If a non-employee director is appointed by the
              Board of Directors to begin serving as a  director or committee
              member or chair on a date not coincident with an annual  meeting
<PAGE>

              date, the director will be granted the initial share options as
              of the date of the first meeting at which he or she serves as
              director, committee member or committee chair, as the case may
              be; however, his or her options will become first exercisable 
              beginning one year from the date of the next occurring annual
              meeting and he or she will not receive an additional grant of
              options on the date of such next occurring  annual meeting.
      

        (c)   Suspension or Termination of Option: Unless the following
              provisions are waived or modified by the Committee in connection
              with the entering into, extension or modification of an
              employment agreement, each option shall provide that if the
              Chief Executive Officer of Berkshire Realty or his designee
              reasonably believes that a Participant other than a non-employee
              director has committed an act of misconduct as described in this
              Section, the Chief Executive Officer may suspend the 
              Participant's right to exercise any option pending a
              determination by the Board of Directors. If the Board of
              Directors determines a Participant other than a non-employee
              director has committed an act of embezzlement, fraud,
              dishonesty, nonpayment of any obligation to the Company, breach
              of fiduciary duty or deliberate disregard of BRI rules resulting
              in loss, damage or injury to the Company, or if a Participant
              makes an unauthorized disclosure of any BRI trade secret or
              confidential information, or engages in any conduct constituting
              unfair competition, neither Participant nor his estate shall be
              entitled to exercise any option whatsoever. In making such
              determination, the Board of Directors shall act fairly and shall
              give the Participant an opportunity to appear and present
              evidence on his or her behalf at a hearing before a committee of
              the Board of Directors. For any Participant who is an "executive
              officer" for purposes of Section 16 of the Securities Exchange
              Act of 1934, the determination of the Board of Directors shall
              be subject to the approval of  the Committee.

        (d)   Termination of Non-Employee Director's Service: Subject to
              Section 6(b), upon the termination of the Participant's service
              as a non-employee director, his or her rights to exercise an
              option then held shall be only as follows: 

              (1)   Death. Upon the death of a non-employee director while in
                    service as a non-employee director of Berkshire Realty,
                    the non-employee director's rights will be exercisable by
                    his or her estate or beneficiary at any time within twelve
                    (12) months next succeeding the date of death. The number
                    of shares exercisable by the estate or beneficiary will be
                    the total number of unexercised options under the
                    non-employee director' s option on the date of his or her
                    death. If a non-employee director shall die within thirty
                    (30) days of his or her termination of service as a
                    non-employee director with Berkshire Realty, an option
                    will be exercisable by his or her estate or beneficiary at
                    any time during the twelve (12) months succeeding the date
                    of termination, but only to the extent the number of
                    shares to which such option was exercisable as of the date
                    of such termination. A non-employee director's estate
                    shall mean his or her legal representative of other person
                    who so acquires the right to exercise the option.

            (2)     Disablement. Upon the Disablement of a non-employee
                    director, any option which he or she holds, whether or not
<PAGE>

                    then exercisable, may be exercised after the date of the
                    Disablement within twelve (12) months.

            (3)     Retirement. Upon the Retirement of a non-employee
                    director, the non-employee director's rights to
                    non-qualified stock options may be exercised for a period
                    of twelve months after Retirement.

            (4)     Other Reasons. Upon the termination of a non-employee
                    director's service as a non-employee director for any
                    reason other than those stated above, the non-employee
                    director may, within ninety (90) days following such
                    termination, exercise the option to the extent such option
                    was exercisable on the date of termination.
           
        (e)   Transferability of Option: Each stock option shall be
              transferable only by will or the laws of descent and
              distribution and shall only be exercisable by the Participant
              during his lifetime.

        (f)   Modification or Assumption of Options: The Committee may modify,
              extend or assume outstanding options (whether granted by BRI or
              by another issuer) in return for the grant of new options for
              the same or a different number of shares and at the same or a
              different exercise price.

        (g)   Other Terms and Conditions: Options may also contain such other
              provisions, which shall not be inconsistent with any of the
              foregoing terms, as the Committee shall deem appropriate. No
              Option, however, nor anything contained in the Plan shall confer
              upon any Participant any right to continue in BRI's employ or
              service nor limit in any way BRI's right to terminate his or her
              employment or service at any time.
           
  7. Adjustment of and Changes in the Stock

        (a)   In the event that the shares of common stock of Berkshire Realty
              shall be changed into or exchanged for a different number or
              kind of shares of stock or other securities of Berkshire Realty
              or of another corporation (whether by reason of merger,
              consolidation, recapitalization, reclassification, split-up,
              combination of shares, or  otherwise), or if the number of
              shares of common stock of Berkshire Realty shall be increased
              through a stock split or the payment of a stock dividend, then
              there shall be substituted for or added to each share of common
              stock theretofore appropriated or thereafter subject or which
              may become subject to an option under the Plan, the  number and
              kind of shares of stock or other securities into which each
              outstanding share of common stock of Berkshire Realty shall so
              be changed, or for which each such share shall be exchanged, or
              to which each such share shall be entitled, as the case may be.
              Outstanding options shall also be amended as to any price or
              other terms if necessary to reflect the foregoing events. In the
              event there shall be any other change in the number or kind of
              the outstanding shares of common stock of  Berkshire Realty, or
              any other stock or other securities into which such common 
              stock shall have been changed, or for which it shall have been
              exchanged, then if the Committee shall, in its sole discretion,
              determine that such change equitably requires an adjustment in
              any option theretofore granted under the Plan, such adjustment
              shall  be made in accordance with such determination.
<PAGE>

        (b)   No right to purchase fractional shares shall result from any
              adjustment in options pursuant to this Section 7. In case of any
              such adjustment, the shares subject to the option shall be
              rounded down to the nearest whole share. Notice of any
              adjustment shall be given by the Company to each Participant who
              shall have been so adjusted and such adjustment (whether or not
              notice is given) shall be effective and binding for all purposes
              of the Plan.

        (c)   Any other provision hereof to the contrary notwithstanding
              (except Section 6(b)) in  the event Berkshire Realty is a party
              to a merger or other reorganization, outstanding options shall
              be subject to the agreement of merger or reorganization. Such
              agreement may provide, without limitation, for the assumption of
              outstanding options by the surviving corporation or its parent,
              for their continuation by Berkshire Realty (if Berkshire Realty
              is a surviving corporation), for accelerated vesting and
              accelerated expiration, or for settlement in cash.
           
  8. Listing or Qualification of Stock

        In the event the Board of Directors determines in its discretion that
  the listing or qualification of the Plan shares on any securities exchange
  or under any applicable law or governmental regulation is necessary as a
  condition to the issuance of such shares under the option, the option may
  not be exercised in whole or in part unless such listing, qualification,
  consent or approval has been unconditionally obtained.

  9. Administration and Amendment of the Plan

        The Plan shall be administered by the Committee. The Committee shall
  consist of two or more directors of Berkshire Realty, who shall be
  appointed by the Board of Directors, and who shall be disinterested
  persons, as hereinafter defined. The Board shall fill vacancies and may
  from time to time remove or add members. All members of the Committee will
  be disinterested persons as defined in Rule 16b-3 under the Exchange Act. A
  non-employee director shall not fail to be "disinterested" solely because
  he or she receives the grant described in Section 6. The Board of Directors
  may also appoint one or more separate committees of the Board of Directors,
  each composed of one or more directors of Berkshire Realty who need not be
  disinterested, who may administer the Plan with respect to employees or
  consultants who are not executive officers or directors of BRI, may grant
  options to such employees or consultants and may determine all of the terms
  of such options. The Board of Directors may amend or terminate the Plan as
  desired, without further action by Berkshire Realty's shareholders except
  to the extent required by applicable law.

        Notwithstanding the above, the provisions of Section 6 relating to
  non-employee directors may not be amended more than once every six months,
  except to comply with changes to the Code or the rules thereunder.

  10. Time of Granting Options

        The effective date of each option granted hereunder shall be the date
  on which the grant was made. Within a reasonable time thereafter, Berkshire
  Realty will execute and deliver a written option agreement to the
  Participant.

  11. Withholding

        To the extent required by applicable federal, state, local or foreign
  law, a Participant shall make arrangements satisfactory to the Company for
<PAGE>

  the satisfaction of any withholding tax obligations that arise by reason of
  an option exercise or any sale of shares. Berkshire Realty shall not be
  required to issue shares until such obligations are satisfied. The
  Committee may permit these obligations to be satisfied by having the
  Company withhold a portion of the shares of stock that otherwise would be
  issued to him or her upon exercise of the option, or to the extent
  permitted, by tendering shares previously acquired.
<PAGE>
                                 PEABODY & BROWN
              A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                               101 FEDERAL STREET
                        BOSTON, MASSACHUSETTS 02110-1832

                                 (617) 345-10000

  WRITER'S DIRECT DIAL NUMBER    FAX: (617) 345-1300            MANCHESTER, NH
                                                                PROVIDENCE, Rl
                                                                WASHINGTON, DC

                                  May 14, 1996
                                   

  Berkshire Realty Company, Inc.
  470 Atlantic Avenue
  Boston, MA 02210
     
  Ladies and Gentlemen:
     
        This opinion is furnished in connection with the registration,
  pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
  of l ,500,000 shares (the "Shares") of common stock, par value $.01 per
  share ("Common Stock"), of Berkshire Realty Company, Inc., a Delaware
  corporation (the "Company"), pursuant to the Berkshire Realty Company, Inc.
  1996 Stock Option Plan.

        In connection with rendering this opinion, we have examined the
  Amended and Restated Certificate of Incorporation, as amended, and the
  Bylaws of the Company, as amended; such records of the corporate
  proceedings of the Company as we deemed material; a registration statement
  on Form S-8 under the Securities Act relating to the Shares (the
  "Registration Statement"), the Berkshire Realty Company, Inc. 1996 Stock
  Option Plan (the "Plan") and such other records and documents as we
  considered necessary for the purposes of this opinion.

        We are attorneys admitted to practice in The Commonwealth of
  Massachusetts. We express no opinion concerning the laws of any
  jurisdictions other than the laws of the United States of America, The
  Commonwealth of Massachusetts and the General Corporation Law of the State
  of Delaware.
     
        Based upon the foregoing, we are of the opinion that when the Shares
  have been issued and paid for in accordance with the terms of the
  Registration Statement and the Plan, the Shares will be legally issued,
  fully paid arid nonassessable shares of the Company's Common Stock.
<PAGE>
<PAGE>
                                 PEABODY & BROWN

  Berkshire Realty Company, Inc.
  May 14, 1996
  Page 2




           The foregoing assumes that all requisite steps will be taken to
  comply with the requirements of the Securities Act and applicable
  requirements of state laws regulating the offer and sale of securities.

     We hereby consent to the filing of this opinion as an exhibit to the
  Registration Statement.
     
                               Very truly yours,
                               
                               PEABODY & BROWN
<PAGE>                               
<PAGE>



                       CONSENT OF INDEPENDENT ACCOUNTANTS
                
            We consent to the incorporation by reference in the registration
  statement of Berkshire Realty Company, Inc. on Form S-8 of our report,
  dated January 12, 1996, except as to the information presented in Note N,
  for which the date is March 1, 1996, on our audits of the consolidated
  financial statements and financial statement schedules of Berkshire Realty
  Company, Inc. as of December 31, 1995 and 1994, and for the years ended
  December 31, 1995, 1994, and 1993, which report is included in the 1995
  Annual Report on Form 10-K.

                                    COOPERS & LYBRAND L.L.P.
                                    
  Boston, Massachusetts
  May 14, 1996
<PAGE>
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As filed with the Securities and Exchange Commission  on May16,1996
                                 
                                                 Registration Statement No. 33

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                         Berkshire Realty Company. Inc.
               (Exact name of registrant as specified in charter)

                                  Massachusetts
         (State or other jurisdiction of incorporation or organization)
                     
                                   04-2968018
                     (I.R.S. employer identification number)
                         
                470 Atlantic Avenue. Boston, Massachusetts 02210
  (Address, including zip code, of registrant's principal executive offices)

                   
              Berkshire Realty Company. Inc. 1996 Stock Option Plan
                            (Full title of the Plan)
                    
                            Scott D. Spelfogel, Esq.
         470 Atlantic Avenue, Boston. Massachusetts 02210. 617-423-2233
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)
          
                                     Copy to
                         Alexander J. Jordan, Jr., Esq.
                                 Peabody & Brown
                               101 Federal Street
                        Boston, Massachusetts 02110-1832
                          
                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed        Amount
       Title of Securities     Amount to be    Maximum         Maximum           of
       to be Registered         Registered     Offering Price  Aggregate       Registra- 
                                               Per Share  1     Offering          tion Fee
                                                                Price
Common Stock,
        par value $.01          1,500,000       $10.25          $15,375,000     $5,302.00
        per share
1 Solely for purposes of calculating the registration fee pursuant to Rule
  457(c) under the Securities Act of 1933, the proposed maximum per share
  price is equal to the average of the high and low prices of the Common
  Stock as reported on the New York Stock ExchangeComposite Tape on May 10,
  1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
           
  Item 3.   Incorporation of Documents by Reference.

            The following documents filed by the Registrant with the
  Securities and Exchange Commission (the "Commission") are incorporated by
  reference and made a part hereof:

            (a)   the Registrant's Annual Report on Form 10-K for the year
                  ended December 31, 1995 (File No. 1 -10660), filed pursuant
                  to Section 13(a) of the Securities Exchange Act of 1934
                  (the "Exchange Act");
            
            (b)   the Registrant's Notice of Annual Meeting and Proxy
                  Statement for the Annual Meeting to be held on May 2, 1996,
                  mailed to stockholders on or about March 29, 1996;

            (c)   the Registrant's quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1996: and 

            (d)   the description of the Registrant's Common Stock contained
                  in the Registrant's registration statement on Form 8-A
                  filed under the Exchange Act and any amendments or reports
                  filed for the purpose of updating such description.
            
            All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
  filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of the filing
  of such documents.

  Item 4.   Description of Securities.

            Not Applicable.
       
  Item 5.   Interests of Named Experts and Counsel.

            Not Applicable.
       
  Item 6.   Indemnification of Directors and Officers.

            Article IX of the Restated Certificate of Incorporation of the
  Company provides that a Director of the Company shall not be personally
  liable to the Company or to its shareholders for monetary damages for
  breach of fiduciary duty as a Director except for liability: (i) for any
  breach of the Director's duty of loyalty to the Company or its
  Shareholders; (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law; (iii) under Section
  174 of the General Corporation Law of Delaware; or (iv) for any transaction
  from which the Director derived an improper personal benefit. Such article
  also provides that if the General Corporation Law of Delaware is amended to
  authorize further eliminating or limiting the personal liability of the
  Directors, then the liability of a director of the Company shall be
  eliminated or limited to the fullest extent permitted by the law as so
  amended.

           Article V of the By-Laws of the Company provides generally that
  each person who is involved in any proceeding by reason of serving as a
  Director or Officer of the Company shall be indemnified and held harmless
  by the Company to the fullest extent authorized by the Delaware General
  Corporation Law against all liability reasonably incurred by such party in
  connection with such proceeding. This right to indemnification includes the
  right to be paid by the Company the expenses incurred in defending any
  proceeding in advance of its final disposition; provided that if the
  Delaware General Corporation Law requires, an advancement of expenses shall
  be made only upon delivery to the Company of an undertaking to repay all
  amounts so advanced if it is ultimately determined that the indemnitee is
  not entitled to be indemnified for such expenses.

        If a claim under Article V of the By-Laws is not paid in full by the
  company within 60 days after a written claim has been received by the
  Company, the indemnitee may at any time thereafter bring suit against the
  Company to recover the unpaid amount. If such suit is successful, the
  indemnitee is also entitled to be paid the expense of prosecuting the suit.

  Item 7.   Exemption from Registration Claimed.

            Not Applicable.

  Item 8.   Exhibits.

            4.1   Berkshire Realty Company, Inc.1996 Stock Option Plan.

            5.1   Opinion of Peabody & Brown, counsel to the Registrant, as
                  to the legality of the 1.500.000 shares.

            23.1  Consent of Coopers & Lybrand, L.L.P.

            23.2  Consent of Peabody & Brown (included in Exhibit 5.1).

            24.1  Power of Attorney (included on page 5 of this registration
                  statement).

  Item 9.   Undertakings.

        1.  The Registrant hereby undertakes:
     
        (a) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933:

            (ii)  To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement; and 
              
            (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change for such
                  information in the registration statement;
              
            provided; however, that paragraphs (i) and (ii) above do not
  apply if the information required to be included in a post-effective
  amendment by those  paragraphs is contained in periodic reports filed by
  the Registrant pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference in the registration
  statement.
(b) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

           (c) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.

           2. The Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Securities Exchange Act of 1934 that is incorporated by reference in
  the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be in
  the initial bona fide offering thereof.

           3. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the foregoing provisions,
  or otherwise, the Registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act of 1933 and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in
  the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the
  securities being registered, the Registrant will, unless in the opinion of
  its counsel the matter has been settled by controlling precedent, submit to
  a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of
  such issue.
SIGNATURE
                              
        Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, Massachusetts on May_, 1996.

                                            BERKSHIRE REALTY COMPANY. INC.

                                            By:/s/ David Marshall
                                            David F. Marshall
                                            President and Chief Operating
  Officer

        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in
  the capacities and on the date indicated.

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
  Laurence Gerber, David F. Marshall and Marianne Pritchard, and each of them
  individually, as his or her true and lawful attorney-in-fact and agent,
  with full power of substitution, for him or her and in his or her name,
  place and stead, in any and all capacities to sign any or all amendments or
  post-effective amendments to this registration statement, and to file the
  same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in an about the
  premises, as fully to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or his or her substitute, may lawfully do or
  cause to be done by virtue hereof.

          Signature         Capacity                                Date

     /s/Douglas Krupp
        Douglas Krupp       Chairman of the Board and Director    May 16, 1996
                
     /s/Laurence Gerber
        Laurence Gerber     Chief Executive Officer and Director  May 16, 1996
                            (Principal Executive Officer)

    /s/ David F. Marshall    
        David F. Marshall   President and Chief Operating Officer May 16, 1996
                
     /s/David M. deWilde
        David M. deWilde    Director                              May 16, 1996
                
     /s/J. Paul Finnegan
        J. Paul Finnegan    Director                              May 16, 1996
                
     /s/Charles N. Goldberg
        Charles N. Goldberg Director                              May 16, 1996
                
     /s/E. Robert Roskind
        E. Robert Roskind   Director                              May 16, 1996

     /s/Marianne Pritchard
        Marianne Pritchard  Senior Vice President and Chief       May 16, 1996
                            Financial Officer (Principal
                            Financial and Accounting Officer)
BERKSHIRE REALTY COMPANY. INC.

                                  EXHIBIT INDEX

        Exhibit           Title of Exhibit

        4.1               Berkshire Realty Company, Inc. 1996 Stock Option
                          Plan.

        5.1               Opinion of Peabody & Brown, counsel to the
                          Registrant, as to the legality of the shares.

        23.1              Consent of Coopers & Lybrand, L.L.P..

        23.2              Consent of Peabody & Brown (included in Exhibit 5.1
                          hereto).

        24.1              Power of Attorney (included on page 4 of this
                          registration  statement).
BERKSHIRE REALTY COMPANY, INC.
                             1996 STOCK OPTION PLAN

  I. Purpose

        The purpose of this Berkshire Realty Company, Inc. 1996 Stock Option
  Plan (the "Plan") is to advance the interests of Berkshire Realty Company,
  Inc., a Delaware corporation ("Berkshire Realty"); its Operating
  Partnership, BRI OP Limited Partnership, a Delaware limited partnership;
  and their respective subsidiaries (hereinafter collectively "BRI" or the
  "Company"), by stimulating the efforts of key employees and consultants on
  behalf of BRI, heightening the desire of key employees to continue in
  employment with BRI, assisting BRI in competing effectively with other
  enterprises for the service of new employees and consultants necessary for
  the continued improvement of the Company's operations, and to attract and
  retain the best available personnel for service as directors of Berkshire
  Realty. This Plan permits the grant of incentive stock options as defined
  in Section 422 of the Internal Revenue Code of 1986, as amended (the
  "Code"), as well as options which are not incentive stock options pursuant
  to Code Section 422.

  2. Definitions

        (a)   "Board of Directors" means the Board of Directors of Berkshire
  Realty.

        (b)   "Committee" means the Compensation Committee appointed by the
              Board of Directors from amongst its members.
           
        (c)   "Disablement" means a physical condition arising from an illness
              or injury which renders an individual incapable of performing
              work. The determination of the Committee as to an individual's
              Disablement shall be made in accordance with the standards and
              procedures of the Company' s then-current Long Term Disability
              Plan and shall be conclusive on all parties.
           
        (d)   "Plan" means the Berkshire Realty Company, Inc. 1996 Stock
              Option Plan, as herein set forth.
           
        (e)   "Retirement" means retirement from active employment with the
              Company at or after age 62. The determination of the Committee
              as to an individual's Retirement shall be conclusive on all
              Parties.
          
        (f)   "Subsidiary" means any corporation (other than Berkshire Realty)
              in an unbroken chain of corporations beginning with Berkshire
              Realty where each of the corporations in the unbroken chain
              other than the last corporation owns stock possessing fifty
              percent (50%) or more of the total combined voting power of all
              classes of stock in one of the other corporations in such chain.
3. Participants

        "Participants" in the Plan shall be those key BRI employees and those
  consultants (including, but not limited to, key employees of companies
  providing services to BRI) to whom options may be granted from time to time
  by the Committee. Participants shall also include non-employee directors of
  Berkshire Realty to whom options are granted in accordance with Section 6.
  No option shall be granted to any person if immediately after the grant of
  such option such person would own stock, including stock subject to
  outstanding options held by him or her, amounting to more than five percent
  (5%) of the total combined voting power or value of all classes of stock of
  the Company or any Subsidiary.

  4. Effective Date and Termination of the Plan

        This Plan was adopted by the Board of Directors on February 8, 1996
  for submission to the shareholders on May 2, 1996, and is effective upon
  the approval of the shareholders. The Plan shall terminate when all shares
  of stock subject to options granted under this Plan shall have been
  acquired through exercise of such options or on May 1, 2001, whichever is
  earlier, or at such earlier time as the Board of Directors may determine.
  Termination of the Plan will not affect the rights and obligations arising
  under options theretofore granted and then in effect.

  5. Shares Subject to the Plan and to Options

        The stock subject to options authorized to be granted under the Plan
  shall consist of 1,500,000 shares of Berkshire Realty's common stock, $.01
  par value, or the number and kind of shares of stock or other securities
  which shall be substituted or adjusted for such shares as provided in
  Section 7. Such shares may be authorized and unissued shares of Berkshire
  Realty's common stock. All or any shares of stock subject to an option
  which for any reason terminates unexercised may again be made subject to an
  option under the Plan.

  6. Grant, Terms and Conditions of Options

        Options may be granted at any time and from time to time prior to the
  termination of the Plan to those key employees of BRI and those consultants
  (including, but not limited to, key employees of companies providing
  services to BRI) who, in the Committee's judgment, are largely responsible
  through their judgment, interest, ability and special efforts for the
  successful conduct of BRI's business. However, no Participant shall be
  granted options in any year to purchase a number of Berkshire Realty's
  common stock in excess of one percent 
  (1%) of the number of shares of Berkshire Realty's common stock outstanding
  on January l, 1996.

        Options will be granted to non-employee directors as follows: As of
  the effective date of this plan each non-employee director will receive an
  initial grant of 12,000 shares. Thereafter, each new non-employee director
  will receive an initial grant of 5,000 shares at the time of his or her
  appointment or election to the position of director; and each director
  continuing in office will receive an annual grant of 3,000 shares on the
  date of each annual shareholder's meeting of Berkshire Realty. Each
  non-employee director serving on the Audit Committee or the Compensation
  Committee of the Board of Directors (or both) shall receive an additional
  initial grant of l0,000 shares and additional annual grants of l,000 shares
  for each such committee served on, and the chair of each such committee
  shall receive (in lieu of said 1,000 share grant) an additional initial
  grant of 2,000 shares and additional annual grants of 2,000 shares for each
  such committee chaired. The Committee will have no discretion to select
  which non-employee directors will be granted options or to determine the
  number of option shares, price, vesting schedule or any other term of the
  options granted to non-employee directors. All options granted to
  non-employee directors will be non-qualified options.

        No Participant shall have any rights as a stockholder with respect to
  any shares of stock subject to option hereunder until said shares have been
  issued. Each option shall be evidenced by a written stock option agreement
  which will expressly identify the option as an incentive stock option or as
  a non-qualified stock option. Furthermore, the grant of an incentive stock
  option pursuant to this Plan shall in no way be construed as an alterative
  to the right of an optionee to
  purchase stock pursuant to any present or future grant of a non-qualified
  option under any of BRI's current or future stock plans. Options granted
  pursuant to the Plan need not be identical, but each option is subject to
  the Plan and must contain and be subject to the following terms and
  conditions:

        (a)   Price: The purchase price under each option granted to employees
              shall be established by the Committee. In no event will the
              option price be less than 100% of the fair market value of the
              stock on the date of the grant. For purposes of the Plan fair
              market value on a particular date means the closing price of
              Berkshire Realty's stock on the immediately prior day trading
              day. The option price must be paid in full at the time of the
              exercise. The price may be paid in cash; cash equivalents or
              secured notes acceptable to the Committee; by arrangement with a
              broker which is acceptable to the Committee where payment of the
              option price is made pursuant to an irrevocable direction to the
              broker to deliver all or part of the proceeds from the sale of
              the option shares to the Company; by the surrender of shares of
              common stock owned by the optionee exercising the option and
              having a fair market value on the date of the exercise equal to
              the option price; or, in any combination of the foregoing.

        (b)   Duration and Exercise or Termination of Option: Each option
              granted to an employee or consultant shall be exercisable in
              such manner and at such times as the Committee shall determine.
              Each option granted must expire within a period of ten (10)
              years from the grant date. An employee's stock option agreement
              may provide for accelerated exercisability in the event of the
              employee's death, Disablement or Retirement or other events in
              accordance with policies established by the Committee and may
              provide for expiration prior to the end of its terms in the
              event of the termination of the employee' s service. A
              consultant's stock agreement may provide for accelerated
              exercisability in the event of the consultant's death,
              Disablement, retirement from employment at or after age 62 or
              other events in accordance with policies established by the
              Committee and may provide for expiration prior to the end of its
              terms in the event of the termination of the consultant's
              service
      
              Each initial 12,000 or 5,000 share option and each subsequent
              3,000 share option granted to a non-employee director, and each
              2,000 or 1,000 share option granted to a non-employee director
              by virtue of his or her committee chairmanship or membership
              will become exercisable beginning one year from the date of the
              annual meeting of the shareholders on which date the options
              were granted. If a non-employee director is appointed by the
              Board of Directors to begin serving as a  director or committee
              member or chair on a date not coincident with an annual  meeting
date, the director will be granted the initial share options as
              of the date of the first meeting at which he or she serves as
              director, committee member or committee chair, as the case may
              be; however, his or her options will become first exercisable 
              beginning one year from the date of the next occurring annual
              meeting and he or she will not receive an additional grant of
              options on the date of such next occurring  annual meeting.
      

        (c)   Suspension or Termination of Option: Unless the following
              provisions are waived or modified by the Committee in connection
              with the entering into, extension or modification of an
              employment agreement, each option shall provide that if the
              Chief Executive Officer of Berkshire Realty or his designee
              reasonably believes that a Participant other than a non-employee
              director has committed an act of misconduct as described in this
              Section, the Chief Executive Officer may suspend the 
              Participant's right to exercise any option pending a
              determination by the Board of Directors. If the Board of
              Directors determines a Participant other than a non-employee
              director has committed an act of embezzlement, fraud,
              dishonesty, nonpayment of any obligation to the Company, breach
              of fiduciary duty or deliberate disregard of BRI rules resulting
              in loss, damage or injury to the Company, or if a Participant
              makes an unauthorized disclosure of any BRI trade secret or
              confidential information, or engages in any conduct constituting
              unfair competition, neither Participant nor his estate shall be
              entitled to exercise any option whatsoever. In making such
              determination, the Board of Directors shall act fairly and shall
              give the Participant an opportunity to appear and present
              evidence on his or her behalf at a hearing before a committee of
              the Board of Directors. For any Participant who is an "executive
              officer" for purposes of Section 16 of the Securities Exchange
              Act of 1934, the determination of the Board of Directors shall
              be subject to the approval of  the Committee.

        (d)   Termination of Non-Employee Director's Service: Subject to
              Section 6(b), upon the termination of the Participant's service
              as a non-employee director, his or her rights to exercise an
              option then held shall be only as follows: 

              (1)   Death. Upon the death of a non-employee director while in
                    service as a non-employee director of Berkshire Realty,
                    the non-employee director's rights will be exercisable by
                    his or her estate or beneficiary at any time within twelve
                    (12) months next succeeding the date of death. The number
                    of shares exercisable by the estate or beneficiary will be
                    the total number of unexercised options under the
                    non-employee director' s option on the date of his or her
                    death. If a non-employee director shall die within thirty
                    (30) days of his or her termination of service as a
                    non-employee director with Berkshire Realty, an option
                    will be exercisable by his or her estate or beneficiary at
                    any time during the twelve (12) months succeeding the date
                    of termination, but only to the extent the number of
                    shares to which such option was exercisable as of the date
                    of such termination. A non-employee director's estate
                    shall mean his or her legal representative of other person
                    who so acquires the right to exercise the option.

            (2)     Disablement. Upon the Disablement of a non-employee
                    director, any option which he or she holds, whether or not
then exercisable, may be exercised after the date of the
                    Disablement within twelve (12) months.

            (3)     Retirement. Upon the Retirement of a non-employee
                    director, the non-employee director's rights to
                    non-qualified stock options may be exercised for a period
                    of twelve months after Retirement.

            (4)     Other Reasons. Upon the termination of a non-employee
                    director's service as a non-employee director for any
                    reason other than those stated above, the non-employee
                    director may, within ninety (90) days following such
                    termination, exercise the option to the extent such option
                    was exercisable on the date of termination.
           
        (e)   Transferability of Option: Each stock option shall be
              transferable only by will or the laws of descent and
              distribution and shall only be exercisable by the Participant
              during his lifetime.

        (f)   Modification or Assumption of Options: The Committee may modify,
              extend or assume outstanding options (whether granted by BRI or
              by another issuer) in return for the grant of new options for
              the same or a different number of shares and at the same or a
              different exercise price.

        (g)   Other Terms and Conditions: Options may also contain such other
              provisions, which shall not be inconsistent with any of the
              foregoing terms, as the Committee shall deem appropriate. No
              Option, however, nor anything contained in the Plan shall confer
              upon any Participant any right to continue in BRI's employ or
              service nor limit in any way BRI's right to terminate his or her
              employment or service at any time.
           
  7. Adjustment of and Changes in the Stock

        (a)   In the event that the shares of common stock of Berkshire Realty
              shall be changed into or exchanged for a different number or
              kind of shares of stock or other securities of Berkshire Realty
              or of another corporation (whether by reason of merger,
              consolidation, recapitalization, reclassification, split-up,
              combination of shares, or  otherwise), or if the number of
              shares of common stock of Berkshire Realty shall be increased
              through a stock split or the payment of a stock dividend, then
              there shall be substituted for or added to each share of common
              stock theretofore appropriated or thereafter subject or which
              may become subject to an option under the Plan, the  number and
              kind of shares of stock or other securities into which each
              outstanding share of common stock of Berkshire Realty shall so
              be changed, or for which each such share shall be exchanged, or
              to which each such share shall be entitled, as the case may be.
              Outstanding options shall also be amended as to any price or
              other terms if necessary to reflect the foregoing events. In the
              event there shall be any other change in the number or kind of
              the outstanding shares of common stock of  Berkshire Realty, or
              any other stock or other securities into which such common 
              stock shall have been changed, or for which it shall have been
              exchanged, then if the Committee shall, in its sole discretion,
              determine that such change equitably requires an adjustment in
              any option theretofore granted under the Plan, such adjustment
              shall  be made in accordance with such determination.
(b)   No right to purchase fractional shares shall result from any
              adjustment in options pursuant to this Section 7. In case of any
              such adjustment, the shares subject to the option shall be
              rounded down to the nearest whole share. Notice of any
              adjustment shall be given by the Company to each Participant who
              shall have been so adjusted and such adjustment (whether or not
              notice is given) shall be effective and binding for all purposes
              of the Plan.

        (c)   Any other provision hereof to the contrary notwithstanding
              (except Section 6(b)) in  the event Berkshire Realty is a party
              to a merger or other reorganization, outstanding options shall
              be subject to the agreement of merger or reorganization. Such
              agreement may provide, without limitation, for the assumption of
              outstanding options by the surviving corporation or its parent,
              for their continuation by Berkshire Realty (if Berkshire Realty
              is a surviving corporation), for accelerated vesting and
              accelerated expiration, or for settlement in cash.
           
  8. Listing or Qualification of Stock

        In the event the Board of Directors determines in its discretion that
  the listing or qualification of the Plan shares on any securities exchange
  or under any applicable law or governmental regulation is necessary as a
  condition to the issuance of such shares under the option, the option may
  not be exercised in whole or in part unless such listing, qualification,
  consent or approval has been unconditionally obtained.

  9. Administration and Amendment of the Plan

        The Plan shall be administered by the Committee. The Committee shall
  consist of two or more directors of Berkshire Realty, who shall be
  appointed by the Board of Directors, and who shall be disinterested
  persons, as hereinafter defined. The Board shall fill vacancies and may
  from time to time remove or add members. All members of the Committee will
  be disinterested persons as defined in Rule 16b-3 under the Exchange Act. A
  non-employee director shall not fail to be "disinterested" solely because
  he or she receives the grant described in Section 6. The Board of Directors
  may also appoint one or more separate committees of the Board of Directors,
  each composed of one or more directors of Berkshire Realty who need not be
  disinterested, who may administer the Plan with respect to employees or
  consultants who are not executive officers or directors of BRI, may grant
  options to such employees or consultants and may determine all of the terms
  of such options. The Board of Directors may amend or terminate the Plan as
  desired, without further action by Berkshire Realty's shareholders except
  to the extent required by applicable law.

        Notwithstanding the above, the provisions of Section 6 relating to
  non-employee directors may not be amended more than once every six months,
  except to comply with changes to the Code or the rules thereunder.

  10. Time of Granting Options

        The effective date of each option granted hereunder shall be the date
  on which the grant was made. Within a reasonable time thereafter, Berkshire
  Realty will execute and deliver a written option agreement to the
  Participant.

  11. Withholding

        To the extent required by applicable federal, state, local or foreign
  law, a Participant shall make arrangements satisfactory to the Company for
the satisfaction of any withholding tax obligations that arise by reason of
  an option exercise or any sale of shares. Berkshire Realty shall not be
  required to issue shares until such obligations are satisfied. The
  Committee may permit these obligations to be satisfied by having the
  Company withhold a portion of the shares of stock that otherwise would be
  issued to him or her upon exercise of the option, or to the extent
  permitted, by tendering shares previously acquired.
PEABODY & BROWN
              A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                               101 FEDERAL STREET
                        BOSTON, MASSACHUSETTS 02110-1832

                                 (617) 345-10000

  WRITER'S DIRECT DIAL NUMBER    FAX: (617) 345-1300            MANCHESTER, NH
                                                                PROVIDENCE, Rl
                                                                WASHINGTON, DC

                                  May 14, 1996
                                   

  Berkshire Realty Company, Inc.
  470 Atlantic Avenue
  Boston, MA 02210
     
  Ladies and Gentlemen:
     
        This opinion is furnished in connection with the registration,
  pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
  of l ,500,000 shares (the "Shares") of common stock, par value $.01 per
  share ("Common Stock"), of Berkshire Realty Company, Inc., a Delaware
  corporation (the "Company"), pursuant to the Berkshire Realty Company, Inc.
  1996 Stock Option Plan.

        In connection with rendering this opinion, we have examined the
  Amended and Restated Certificate of Incorporation, as amended, and the
  Bylaws of the Company, as amended; such records of the corporate
  proceedings of the Company as we deemed material; a registration statement
  on Form S-8 under the Securities Act relating to the Shares (the
  "Registration Statement"), the Berkshire Realty Company, Inc. 1996 Stock
  Option Plan (the "Plan") and such other records and documents as we
  considered necessary for the purposes of this opinion.

        We are attorneys admitted to practice in The Commonwealth of
  Massachusetts. We express no opinion concerning the laws of any
  jurisdictions other than the laws of the United States of America, The
  Commonwealth of Massachusetts and the General Corporation Law of the State
  of Delaware.
     
        Based upon the foregoing, we are of the opinion that when the Shares
  have been issued and paid for in accordance with the terms of the
  Registration Statement and the Plan, the Shares will be legally issued,
  fully paid arid nonassessable shares of the Company's Common Stock.
PEABODY & BROWN

  Berkshire Realty Company, Inc.
  May 14, 1996
  Page 2

           The foregoing assumes that all requisite steps will be taken to
  comply with the requirements of the Securities Act and applicable
  requirements of state laws regulating the offer and sale of securities.

     We hereby consent to the filing of this opinion as an exhibit to the
  Registration Statement.
     
                               Very truly yours,
                               
                               PEABODY & BROWN
CONSENT OF INDEPENDENT ACCOUNTANTS
                
            We consent to the incorporation by reference in the registration
  statement of Berkshire Realty Company, Inc. on Form S-8 of our report,
  dated January 12, 1996, except as to the information presented in Note N,
  for which the date is March 1, 1996, on our audits of the consolidated
  financial statements and financial statement schedules of Berkshire Realty
  Company, Inc. as of December 31, 1995 and 1994, and for the years ended
  December 31, 1995, 1994, and 1993, which report is included in the 1995
  Annual Report on Form 10-K.

                                    COOPERS & LYBRAND L.L.P.
                                    
  Boston, Massachusetts
  May 14, 1996