UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest event reported)		February 8, 2006

Berkshire Income Realty, Inc
(Exact name of Registrant as specified in its charter)


Maryland	001-31659			32-0024337
(State or other jurisdiction of incorporation)	(Commission File Number)			(IRS Employer Identification No.)


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


Registrants telephone number, including area code			(617) 523-7722



(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On January 4, 2006, the operating partnership of the Registrant, Berkshire Income Realty – OP, L.P., through its subsidiaries JV Marina Mile, LLC, and BIR I, LLC, (the “Seller”), entered into a purchase and sale agreement (the “Agreement”) to sell The Berkshires at Marina Mile Apartments (“Marina Mile”), a 306 unit multifamily apartment community located in Ft Lauderdale, Florida, to Metro Real Estate Group, Inc (the “Buyer”). The Buyer is an unaffiliated third party. The Registrant filed a Current Report on Form 8-K with the Securities and Exchange Commission on January 10, 2006 reporting entry into the agreement.

On February 1, 2006, the Seller entered into an amendment to the Agreement (the “First Amendment”) with the Buyer. The First Amendment extended the inspection period from the original end date of February 1, 2006 to February 15, 2006. The Buyer paid good and valuable consideration of $1 in connection with the First Amendment. The Registrant has determined that the First Amendment to the Agreement was not material.

On February 8, 2006, the Seller entered into an amendment to the Agreement (the “Second Amendment”) with the Buyer. The Second Amendment modifies several provisions of the Agreement as described below, which the Registrant has determined to be material. The Buyer paid good and valuable consideration of $1 in connection with the Second Amendment.

The Second Amendment modifies the purchase price paid by the Buyer to $42,000,000 from $46,955,000. The Second Amendment also modifies the Agreement to provide that the additional deposit required of the Buyer shall be $250,000. Additionally, the Second Amendment modifies the original closing date of the purchase and sale to March 31, 2006 from March 2, 2006, and the extended closing date of the purchase and sale to April 28, 2006 from April 4, 2006 and adds a fee of $100,000 required to be paid by the Buyer to extend the amended original closing date (the “Extension Fee”), which, if paid, will not be credited against the balance of the amended purchase price paid by the Buyer. Finally, the Second Amendment contains acknowledgments by the Buyer as to the status of certain inspection matters.

All other terms and conditions in the Agreement remain in full force and effect and continue to apply to and bind the parties.

Item 9.01 Financial Statements and Exhibits

(c)

Exhibits


Exhibit 10.1	Second Amendment to Purchase and Sale Agreement between Marina Mile, LLC and BIR I, LLC (collectively, “Seller”) and Metro Real Estate Group, Inc. dated February 8, 2006.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



	Berkshire Income Realty, Inc.



Date: February 17, 2006	/s/ Christopher M. Nichols
	Name: Christopher M. Nichols
	Title: Vice President and Principle Accounting Officer

DRAFT 2/8/06

MARINA MILE

SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Second Amendment") is made this 8th day of February, 2006, by and between Marina Mile, LLC, a Delaware limited liability company, and BIR I, LLC, a Delaware limited liability company (collectively, "Seller"), and Metro Real Estate Group, Inc., a Florida corporation, or its assigns ("Buyer").

WHEREAS, Seller and Buyer entered into a Purchase and Sale Agreement dated as of January 3, 2006, as amended by First Amendment to Purchase and Sale Agreement dated January 31, 2006 (collectively, the “Agreement”), relating to the purchase of the Marina Mile Apartments located in Fort Lauderdale, Florida; and

WHEREAS, Seller and buyer mutually desire to amend the Agreement;

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer do hereby mutually agree to amend the Agreement as follows:

1. Section 2.01 of the Agreement is amended to provide that the Purchase Price shall be Forty-Two Million and 00/100 Dollars ($42,000,000.00), subject to the prorations and adjustments as provided in the Agreement.

2. Section 2.03(b) of the Agreement is amended to provide that the Additional Deposit shall be Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00).

3. Section 3 is amended by deleting Section 3 in its entirety and by substituting in lieu thereof the following new Section 3:

“Except as otherwise provided in this Agreement, the delivery of all documents necessary for the closing of this transaction pursuant to this Agreement (the “Closing”) shall take place in the offices of Escrow Agent or such other place as Seller and Buyer shall mutually agree, at 10:00 a.m. local time on March 31, 2006 (the “Original Closing Date”), or such earlier date or place as Buyer and Seller shall mutually agree in writing. Closing shall be conducted, via the mail, through a so-called “New York style” escrow administered by Escrow Agent. It is agreed that time is of the essence of this Agreement.

Buyer shall have a one-time right to extend (the “Extension Option”) the Original Closing Date to April 28, 2006 (the “Extended Closing Date”), provided Buyer sends Seller written notice on or prior to March 27, 2006 and delivers to Seller a non-refundable extension fee (the “Extension Fee”) in the amount of One Hundred Thousand and 00/100 Dollars ($100,000.00). Seller shall be entitled unconditionally to retain the Extension Fee whether or not Closing occurs in all cases excepting only in the event that Seller is in default pursuant to Section 12.02 of this Agreement. At the Closing, the Extension Fee shall not be credited against the balance of the

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Purchase Price owed by Buyer to Seller. (The Original Closing Date or the Extended Closing Date, as applicable, is referred to herein as the “Closing Date”).”

4. Buyer acknowledges that Buyer has completed all of its inspection matters as provided in Section 6.01 of the Agreement, excluding only Buyer’s review of title, survey, zoning and environmental matters (the “TSZE Inspection Matters”), and that, except for the TSZE Inspection Matters, Buyer has approved or waived all of the matters which were, or could have been, the subject of Buyer's inspections. Buyer agrees that, except for the TSZE Inspection Matters, Buyer has no further right to terminate the Agreement pursuant to Sections 6.02 of the Agreement and, except as herein expressly provided, Buyer waives any and all other rights of Buyer to terminate this Agreement based on any inspection matters permitted under Sections 6.01 or 6.02 of the Agreement.

Notwithstanding anything set forth in this Paragraph 4 to the contrary, Section 6.02 of the Agreement shall be amended to extend the Inspection Period, but only with respect to the TSZE Inspection Matters, from February 15, 2006 to February 27, 2006 at 5:00 p.m. Boston time. If Buyer, in its sole discretion, determines that any TSZE Inspection Matter is not acceptable to Buyer, Buyer shall have the right to terminate this Agreement, in its sole discretion, by giving written notice of such determination to Seller on or prior to and including the final day of the Inspection Period, as extended herein, in which event the Deposit shall be returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. In the absence of such written notice, the contingency provided for in Section 6.02 shall no longer be applicable, Buyer shall be deemed to have waived its right to terminate under Section 6.02, Buyer shall be obligated to deposit the Additional Deposit and the Agreement shall continue in full force and effect.

5. In all other respects, except as hereinabove amended and modified, all terms and conditions contained in the Agreement shall remain in full force and effect and continue to apply to and bind the parties.

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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Purchase and Sale Agreement under seal as of the date first above written.

SELLER:

WITNESS:

MARINA MILE, LLC, a Delaware limited liability company

/s/ Elaine Doughty	By: /s/ Stephen C. Parthum
		Stephen C. Parthum, Vice President

WITNESS:

BIR I, LLC, a Delaware limited liability company

/s/ Elaine Doughty	By: /s/ Stephen C. Parthum
		Stephen C. Parthum, Vice President

BUYER:

WITNESS:

METRO REAL ESTATE GROUP, INC.,

a Florida corporation

/s/ Carminella Amenta	By: /s/ Daniel Schwartz
		Name: Daniel Schwartz
		Title: President

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