SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  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)  September 17, 1996

                          BALCOR PENSION INVESTORS-II
         ------------------------------------------------------------
                           Exact Name of Registrant


Illinois                                0-10225
-----------------------------------     -----------------------------------
State or other jurisdiction             Commission file number

2355 Waukegan Road
Suite A200
Bannockburn, Illinois                   36-3114027
-----------------------------------     -----------------------------------
Address of principal                    I.R.S. Employer
executive offices                       Identification
                                        Number

60015
-----------------------------------
Zip Code


              Registrant's telephone number, including area code:
                                (847) 267-1600
<PAGE>
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
----------------------------------------------------------------------

Hollowbrook Apartments

In 1984, the  Partnership funded a  $1,601,194 loan evidenced  by a  promissory
note in the amount of $3,105,000  and collateralized by a wrap-around  mortgage
on the  Hollowbrook  Apartments  (formerly known  as  Curry  Ford  Apartments),
Orlando, Florida.   The  Partnership  obtained title  to the  property  through
foreclosure in 1991, subject to a  first mortgage loan held by an  unaffiliated
party.  In 1994, the Partnership used $1,105,658 of working capital reserves to
prepay the first mortgage loan.

On September 17, 1996,  the Partnership contracted to  sell the property for  a
sale  price  of   $3,000,000  to  an   unaffiliated  party,  Housing   Systems,
Incorporated, a Georgia corporation.  The purchaser has deposited $50,000  into
an escrow account as earnest  money.  The remainder of  the sale price will  be
payable in cash at closing, scheduled for  October 31, 1996.  From the proceeds
of the sale, the Partnership  will pay $120,000 to  an unaffiliated party as  a
brokerage commission.   An  affiliate  of the  third party  providing  property
management services for the property will  receive a fee for services  rendered
in connection with the sale of the property of up to $30,000.  The  Partnership
will receive the remaining proceeds  of approximately $2,850,000, less  closing
costs.  Of such proceeds, $50,000 will be retained by the Partnership and  will
not be available for use or distribution by the Partnership until 90 days after
closing.   Neither  the  General  Partner nor  any  affiliate  will  receive  a
brokerage commission in connection with the sale of the property.  The  General
Partner will be reimbursed by the  Partnership for actual expenses incurred  in
connection with the sale.

Affiliates of  the General  Partner have  simultaneously contracted  to sell  4
other properties to the purchaser.

The closing is subject  to the satisfaction of  numerous terms and  conditions.
There can be no assurance that all of the terms and conditions will be complied
with and, therefore, it is possible the sale of the property may not occur.


ITEM 5.  OTHER EVENTS
-------------------------------------------

a)  Parkway Commerce Center

As previously reported, on August 13, 1996, the Partnership contracted to  sell
Parkway Commerce Center,  Fort Lauderdale, Florida,  to an unaffiliated  party,
Parkway Commerce Center, Ltd., a Florida limited partnership, for a sale  price
of $6,200,000.   The Partnership and  the purchaser have  agreed to reduce  the
sale price to $6,050,000.  In addition, the purchaser will receive a credit  of
$100,000 against  the  sale  price  related  to  capital  improvements  at  the
property.  The Partnership and the purchaser have further agreed to extend  the
date by which the  purchaser is obligated to  obtain a financing commitment  to
October 18, 1996.  The closing of the sale is scheduled to occur 60 days  after
the date the financing commitment is obtained.  As required under the agreement
of sale, the  purchaser has deposited  an additional $200,000  into the  escrow
account as earnest money for a total of $300,000.
<PAGE>
b)  Alzina Office Building loan

In 1982, the  Partnership funded a  $4,415,034 loan evidenced  by a  promissory
note in the amount of $11,324,000 and collateralized by a wrap-around  mortgage
on the Alzina Office Building, Springfield, Illinois.  The principal amount  of
the loan included the  principal amount of an  underlying first mortgage  loan.
As previously  reported, the  Partnership contracted  to sell  the loan  to  an
unaffiliated party, CS First  Boston Mortgage Capital Corp.,  for a sale  price
equal to 107.60%  of the  outstanding principal balance  of the  loan less  the
outstanding principal balance of  the underlying loan as  of the closing  date.
The sale of  the loan  closed on August  22, 1996.   The final  sale price  was
$9,128,755.  The Partnership additionally  received a $25,000 premium from  the
purchaser.

From the proceeds of  the sale, the Partnership  paid closing costs of  $50,000
and $289,500 to an unaffiliated party as a commission.  The remaining  proceeds
were approximately $8,814,000  of which  $250,000 will  be held  in escrow  and
distributed to the Partnership on November 22, 1996.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
----------------------------------------------------------------------

     (A)  FINANCIAL STATEMENTS AND EXHIBITS:

            None

     (B)  PRO FORMA FINANCIAL INFORMATION:

             None

     (C)  EXHIBITS:

          (2) (a) Agreement of Sale and attachment thereto relating to the sale
                  of Hollowbrook Apartments, Orlando, Florida.

              (b) First Amendment to Agreement of Sale relating to the sale of
                  Hollowbrook Apartments, Orlando, Florida.
                     
          (99) Second Amendment to Agreement of Sale and Escrow Agreement 
               relating to the sale of Parkway Commerce Center, Fort 
               Lauderdale, Florida.
 

     No information is required under Items 1, 3, 4, 6 and 8 and these items
have, therefore, been omitted.
<PAGE>
Signature
-------------

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


                    BALCOR PENSION INVESTORS-II

                         By:  Balcor Mortgage Advisors, an Illinois
                              general partnership, its general partner

                         By:  RGF-Balcor Associates, an Illinois general 
                              partnership, a partner

                         By:  The Balcor Company, a Delaware corporation,
                              a partner

                         By:  /s/ Jerry M. Ogle
                              ------------------------------------
                                  Jerry M. Ogle, Vice President 
                                  and Secretary

Dated:  October 2, 1996
<PAGE>
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{"company-data": {"conformed-name": "BALCOR PENSION INVESTORS II", "cik": "0000350845", "assigned-sic": "6500", "irs-number": "363114027", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-10225", "film-number": "96638408"}, "business-address": {"street1": "2355 WAUKEGAN ROAD SUITE A200", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "7086772900"}, "mail-address": {"street1": "2355 WAUKEGAN ROAD SUITE A200", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  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)  September 17, 1996

                          BALCOR PENSION INVESTORS-II
         ------------------------------------------------------------
                           Exact Name of Registrant

Illinois                                0-10225
-----------------------------------     -----------------------------------
State or other jurisdiction             Commission file number

2355 Waukegan Road
Suite A200
Bannockburn, Illinois                   36-3114027
-----------------------------------     -----------------------------------
Address of principal                    I.R.S. Employer
executive offices                       Identification
                                        Number

60015
-----------------------------------
Zip Code

              Registrant's telephone number, including area code:
                                (847) 267-1600
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
----------------------------------------------------------------------

Hollowbrook Apartments

In 1984, the  Partnership funded a  $1,601,194 loan evidenced  by a  promissory
note in the amount of $3,105,000  and collateralized by a wrap-around  mortgage
on the  Hollowbrook  Apartments  (formerly known  as  Curry  Ford  Apartments),
Orlando, Florida.   The  Partnership  obtained title  to the  property  through
foreclosure in 1991, subject to a  first mortgage loan held by an  unaffiliated
party.  In 1994, the Partnership used $1,105,658 of working capital reserves to
prepay the first mortgage loan.

On September 17, 1996,  the Partnership contracted to  sell the property for  a
sale  price  of   $3,000,000  to  an   unaffiliated  party,  Housing   Systems,
Incorporated, a Georgia corporation.  The purchaser has deposited $50,000  into
an escrow account as earnest  money.  The remainder of  the sale price will  be
payable in cash at closing, scheduled for  October 31, 1996.  From the proceeds
of the sale, the Partnership  will pay $120,000 to  an unaffiliated party as  a
brokerage commission.   An  affiliate  of the  third party  providing  property
management services for the property will  receive a fee for services  rendered
in connection with the sale of the property of up to $30,000.  The  Partnership
will receive the remaining proceeds  of approximately $2,850,000, less  closing
costs.  Of such proceeds, $50,000 will be retained by the Partnership and  will
not be available for use or distribution by the Partnership until 90 days after
closing.   Neither  the  General  Partner nor  any  affiliate  will  receive  a
brokerage commission in connection with the sale of the property.  The  General
Partner will be reimbursed by the  Partnership for actual expenses incurred  in
connection with the sale.

Affiliates of  the General  Partner have  simultaneously contracted  to sell  4
other properties to the purchaser.

The closing is subject  to the satisfaction of  numerous terms and  conditions.
There can be no assurance that all of the terms and conditions will be complied
with and, therefore, it is possible the sale of the property may not occur.

ITEM 5.  OTHER EVENTS
-------------------------------------------

a)  Parkway Commerce Center

As previously reported, on August 13, 1996, the Partnership contracted to  sell
Parkway Commerce Center,  Fort Lauderdale, Florida,  to an unaffiliated  party,
Parkway Commerce Center, Ltd., a Florida limited partnership, for a sale  price
of $6,200,000.   The Partnership and  the purchaser have  agreed to reduce  the
sale price to $6,050,000.  In addition, the purchaser will receive a credit  of
$100,000 against  the  sale  price  related  to  capital  improvements  at  the
property.  The Partnership and the purchaser have further agreed to extend  the
date by which the  purchaser is obligated to  obtain a financing commitment  to
October 18, 1996.  The closing of the sale is scheduled to occur 60 days  after
the date the financing commitment is obtained.  As required under the agreement
of sale, the  purchaser has deposited  an additional $200,000  into the  escrow
account as earnest money for a total of $300,000.
b)  Alzina Office Building loan

In 1982, the  Partnership funded a  $4,415,034 loan evidenced  by a  promissory
note in the amount of $11,324,000 and collateralized by a wrap-around  mortgage
on the Alzina Office Building, Springfield, Illinois.  The principal amount  of
the loan included the  principal amount of an  underlying first mortgage  loan.
As previously  reported, the  Partnership contracted  to sell  the loan  to  an
unaffiliated party, CS First  Boston Mortgage Capital Corp.,  for a sale  price
equal to 107.60%  of the  outstanding principal balance  of the  loan less  the
outstanding principal balance of  the underlying loan as  of the closing  date.
The sale of  the loan  closed on August  22, 1996.   The final  sale price  was
$9,128,755.  The Partnership additionally  received a $25,000 premium from  the
purchaser.

From the proceeds of  the sale, the Partnership  paid closing costs of  $50,000
and $289,500 to an unaffiliated party as a commission.  The remaining  proceeds
were approximately $8,814,000  of which  $250,000 will  be held  in escrow  and
distributed to the Partnership on November 22, 1996.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
----------------------------------------------------------------------

     (A)  FINANCIAL STATEMENTS AND EXHIBITS:

            None

     (B)  PRO FORMA FINANCIAL INFORMATION:

             None

     (C)  EXHIBITS:

          (2) (a) Agreement of Sale and attachment thereto relating to the sale
                  of Hollowbrook Apartments, Orlando, Florida.

              (b) First Amendment to Agreement of Sale relating to the sale of
                  Hollowbrook Apartments, Orlando, Florida.
                     
          (99) Second Amendment to Agreement of Sale and Escrow Agreement 
               relating to the sale of Parkway Commerce Center, Fort 
               Lauderdale, Florida.
 

     No information is required under Items 1, 3, 4, 6 and 8 and these items
have, therefore, been omitted.
Signature
-------------

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

                    BALCOR PENSION INVESTORS-II

                         By:  Balcor Mortgage Advisors, an Illinois
                              general partnership, its general partner

                         By:  RGF-Balcor Associates, an Illinois general 
                              partnership, a partner

                         By:  The Balcor Company, a Delaware corporation,
                              a partner

                         By:  /s/ Jerry M. Ogle
                              ------------------------------------
                                  Jerry M. Ogle, Vice President 
                                  and Secretary

Dated:  October 2, 1996