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)  October 14, 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
----------------------------------------------------------------------

Sherwood Acres Apartments, Phases I and II

In 1982, the Partnership funded loans of $1,510,915 and $1,618,985 each
collateralized by  a wrap-around mortgage on Phases I and II, respectively, of
Sherwood Acres Apartments, Baton Rouge, Louisiana.  In 1986, the borrower
defaulted on its obligations under the terms of the loans and commenced
bankruptcy proceedings.  The Partnership obtained title to Phases I and II
(together, the "Property") in 1988 subject to the existing first mortgage
loans.  In 1993, the Partnership refinanced the first mortgage loans with two
new first mortgage loans from a third party, each in the principal amount of
$5,812,500, and collateralized by Phase I and Phase II, respectively. 

On October 14, 1996, the Partnership contracted to sell the Property for a sale
price of $18,875,000 to an unaffiliated party, New Plan Realty Trust, a
Massachusetts business trust.  The purchaser has deposited $250,000 into an
escrow account as earnest money.  The remaining portion of the sale price will
be payable in cash at closing, scheduled to occur on October 30, 1996.  From
the proceeds of the sale, the Partnership will pay the outstanding principal
balances of the first mortgage loans which are expected to total approximately
$11,348,000 at closing and  $235,938 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 $141,563.  The Partnership
will receive the remaining proceeds of approximately $7,149,000, less closing
costs.  Of such proceeds, $250,000 will be retained by the Partnership and will
not be available for use or distribution by the Partnership until 120 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 two
other properties to the purchaser and have sold three additional properties to
the purchaser in 1996.

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.
<PAGE>
ITEM 5.  OTHER EVENTS
-------------------------------------------

Hollowbrook Apartments

As previously reported, on September 17, 1996, the Partnership contracted to
sell Hollowbrook Apartments, Orlando, Florida, to an unaffiliated party,
Housing Systems, Incorporated, a Georgia corporation, for a sale price of
$3,000,000.  Pursuant to a letter agreement dated October 7, 1996, the closing
of the sale has been extended to November 20, 1996.


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

     (A)  FINANCIAL STATEMENTS AND EXHIBITS:

            None

     (B)  PRO FORMA FINANCIAL INFORMATION:

            None

     (C)  EXHIBITS:

          (2)  Agreement of Sale and attachment thereto relating to the sale of
               Sherwood Acres Apartments, Phases I and II, Baton Rouge,
               Louisiana.

          (99) Letter Agreement relating to the sale of Hollowbrook
               Apartments, Orlando, 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.
<PAGE>
                    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 29, 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": "96649507"}, "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)  October 14, 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
----------------------------------------------------------------------

Sherwood Acres Apartments, Phases I and II

In 1982, the Partnership funded loans of $1,510,915 and $1,618,985 each
collateralized by  a wrap-around mortgage on Phases I and II, respectively, of
Sherwood Acres Apartments, Baton Rouge, Louisiana.  In 1986, the borrower
defaulted on its obligations under the terms of the loans and commenced
bankruptcy proceedings.  The Partnership obtained title to Phases I and II
(together, the "Property") in 1988 subject to the existing first mortgage
loans.  In 1993, the Partnership refinanced the first mortgage loans with two
new first mortgage loans from a third party, each in the principal amount of
$5,812,500, and collateralized by Phase I and Phase II, respectively. 

On October 14, 1996, the Partnership contracted to sell the Property for a sale
price of $18,875,000 to an unaffiliated party, New Plan Realty Trust, a
Massachusetts business trust.  The purchaser has deposited $250,000 into an
escrow account as earnest money.  The remaining portion of the sale price will
be payable in cash at closing, scheduled to occur on October 30, 1996.  From
the proceeds of the sale, the Partnership will pay the outstanding principal
balances of the first mortgage loans which are expected to total approximately
$11,348,000 at closing and  $235,938 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 $141,563.  The Partnership
will receive the remaining proceeds of approximately $7,149,000, less closing
costs.  Of such proceeds, $250,000 will be retained by the Partnership and will
not be available for use or distribution by the Partnership until 120 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 two
other properties to the purchaser and have sold three additional properties to
the purchaser in 1996.

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
-------------------------------------------

Hollowbrook Apartments

As previously reported, on September 17, 1996, the Partnership contracted to
sell Hollowbrook Apartments, Orlando, Florida, to an unaffiliated party,
Housing Systems, Incorporated, a Georgia corporation, for a sale price of
$3,000,000.  Pursuant to a letter agreement dated October 7, 1996, the closing
of the sale has been extended to November 20, 1996.

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

     (A)  FINANCIAL STATEMENTS AND EXHIBITS:

            None

     (B)  PRO FORMA FINANCIAL INFORMATION:

            None

     (C)  EXHIBITS:

          (2)  Agreement of Sale and attachment thereto relating to the sale of
               Sherwood Acres Apartments, Phases I and II, Baton Rouge,
               Louisiana.

          (99) Letter Agreement relating to the sale of Hollowbrook
               Apartments, Orlando, 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 29, 1996