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)  June 28, 1996

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


Illinois                                0-15528
- --------------------------------        --------------------------------
State or other jurisdiction             Commission file number

2355 Waukegan Road
Suite A200
Bannockburn, Illinois                   36-3390487
- --------------------------------        --------------------------------
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
- ----------------------------------------------------------------------

a) Sand Pebble Village I Apartments

In April 1987, the Partnership and an affiliate funded a $22,400,000 first
mortgage loan collateralized by the Sand Pebble Village I Apartments ("Sand
Pebble I"), Riverside, California.  The amount advanced by the Partnership
towards the loan was $12,400,000.  In July 1992, a joint venture ("Joint
Venture") consisting of the Partnership and the affiliate obtained title to 
the property through foreclosure.

On June 28, 1996, the Joint Venture contracted to sell the property for a sale
price of $19,411,765 to an unaffiliated party, RREEF America L.L.C., a Delaware
limited liability company.  The purchaser has deposited $150,000 into an escrow
account as earnest money and will pay the remaining $19,261,765 at closing,
which is scheduled for August 1, 1996.  From the proceeds of the sale, the
Joint Venture will pay $242,647 to an unaffiliated party as a brokerage
commission and a fee of $145,588 to an affiliate of the third party providing
property management services for the property for services in connection with
the sale.  The Joint Venture will receive the remaining proceeds of
approximately $19,023,530, less closing costs, which will be distributed among
the Partnership and the affiliate in accordance with their participating
percentages in the Joint Venture.  The Partnership is expected to receive
approximately $10,539,036.  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 Joint Venture for actual expenses
incurred in connection with the sale.

The Partnership and the affiliate,  through another joint venture, own Sand
Pebble Village II Apartments ("Sand Pebble II"), located adjacent to Sand
Pebble I, and have simultaneously contracted to sell Sand Pebble II to the
purchaser, as described elsewhere in this Report.  If the purchaser terminates
this or the agreement of sale for Sand Pebble II, the other agreement of sale
will also be deemed terminated.

The closing is subject to the satisfaction of numerous terms and conditions,
including the closing of the sale of Sand Pebble II.  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.

b) Sand Pebble Village II Apartments

In October 1993, a joint venture ("Joint Venture") consisting of the
Partnership and an affiliate purchased Sand Pebble Village II Apartments ("Sand
Pebble II"), Riverside, California for a purchase price of $9,300,000. The
property was acquired subject to first mortgage financing of approximately
$5,000,000. The amount advanced by the Partnership towards the purchase of Sand
Pebble II was $2,380,480.

On June 28, 1996, the Joint Venture contracted to sell Sand Pebble II for a
sale price of $12,088,235 to an unaffiliated party, RREEF America L.L.C., a
Delaware limited liability company.  The purchaser has deposited $150,000 into
an escrow account as earnest money and will pay the remaining $11,938,235 at
<PAGE>
closing, which is scheduled for August 1, 1996. From the proceeds of the sale,
the Joint Venture will repay the first mortgage loan which is expected to have
an outstanding balance of $4,859,155 at closing, and $151,103 to a third party
as a brokerage commission.  An affiliate of the third party providing property
management services for the property will receive a fee of $90,662 for services
in connection with the sale.  The Joint Venture will receive the remaining
proceeds of approximately $6,987,315, less closing costs, which will be
distributed among the Partnership and the affiliate in accordance with their
participating percentages in the Joint Venture.  The Partnership is expected to
receive approximately $3,870,973.  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 Joint Venture for
actual expenses incurred in connection with the sale.

The joint venture consisting of the Partnership and the affiliate which owns
Sand Pebble Village I Apartments ("Sand Pebble I") has simultaneously
contracted to sell Sand Pebble I to the purchaser, as described elsewhere in
this report.  If the purchaser terminates this or the agreement of sale for
Sand Pebble I, the other agreement of sale will also be deemed terminated.

The closing is subject to the satisfaction of numerous terms and conditions,
including the closing of the sale of Sand Pebble I.  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 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 attachments thereto relating to the 
                   sale of Sand Pebble Village I Apartments, Riverside, 
                   California.

               (b) Agreement of Sale and attachments thereto relating to the 
                   sale of Sand Pebble Village II Apartments, Riverside, 
                   California


     No information is required under Items 1, 3, 4, 5, 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-VII

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

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

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


Dated:  July 12, 1996
<PAGE>
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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)  June 28, 1996

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

Illinois                                0-15528
- --------------------------------        --------------------------------
State or other jurisdiction             Commission file number

2355 Waukegan Road
Suite A200
Bannockburn, Illinois                   36-3390487
- --------------------------------        --------------------------------
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
- ----------------------------------------------------------------------

a) Sand Pebble Village I Apartments

In April 1987, the Partnership and an affiliate funded a $22,400,000 first
mortgage loan collateralized by the Sand Pebble Village I Apartments ("Sand
Pebble I"), Riverside, California.  The amount advanced by the Partnership
towards the loan was $12,400,000.  In July 1992, a joint venture ("Joint
Venture") consisting of the Partnership and the affiliate obtained title to 
the property through foreclosure.

On June 28, 1996, the Joint Venture contracted to sell the property for a sale
price of $19,411,765 to an unaffiliated party, RREEF America L.L.C., a Delaware
limited liability company.  The purchaser has deposited $150,000 into an escrow
account as earnest money and will pay the remaining $19,261,765 at closing,
which is scheduled for August 1, 1996.  From the proceeds of the sale, the
Joint Venture will pay $242,647 to an unaffiliated party as a brokerage
commission and a fee of $145,588 to an affiliate of the third party providing
property management services for the property for services in connection with
the sale.  The Joint Venture will receive the remaining proceeds of
approximately $19,023,530, less closing costs, which will be distributed among
the Partnership and the affiliate in accordance with their participating
percentages in the Joint Venture.  The Partnership is expected to receive
approximately $10,539,036.  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 Joint Venture for actual expenses
incurred in connection with the sale.

The Partnership and the affiliate,  through another joint venture, own Sand
Pebble Village II Apartments ("Sand Pebble II"), located adjacent to Sand
Pebble I, and have simultaneously contracted to sell Sand Pebble II to the
purchaser, as described elsewhere in this Report.  If the purchaser terminates
this or the agreement of sale for Sand Pebble II, the other agreement of sale
will also be deemed terminated.

The closing is subject to the satisfaction of numerous terms and conditions,
including the closing of the sale of Sand Pebble II.  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.

b) Sand Pebble Village II Apartments

In October 1993, a joint venture ("Joint Venture") consisting of the
Partnership and an affiliate purchased Sand Pebble Village II Apartments ("Sand
Pebble II"), Riverside, California for a purchase price of $9,300,000. The
property was acquired subject to first mortgage financing of approximately
$5,000,000. The amount advanced by the Partnership towards the purchase of Sand
Pebble II was $2,380,480.

On June 28, 1996, the Joint Venture contracted to sell Sand Pebble II for a
sale price of $12,088,235 to an unaffiliated party, RREEF America L.L.C., a
Delaware limited liability company.  The purchaser has deposited $150,000 into
an escrow account as earnest money and will pay the remaining $11,938,235 at
closing, which is scheduled for August 1, 1996. From the proceeds of the sale,
the Joint Venture will repay the first mortgage loan which is expected to have
an outstanding balance of $4,859,155 at closing, and $151,103 to a third party
as a brokerage commission.  An affiliate of the third party providing property
management services for the property will receive a fee of $90,662 for services
in connection with the sale.  The Joint Venture will receive the remaining
proceeds of approximately $6,987,315, less closing costs, which will be
distributed among the Partnership and the affiliate in accordance with their
participating percentages in the Joint Venture.  The Partnership is expected to
receive approximately $3,870,973.  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 Joint Venture for
actual expenses incurred in connection with the sale.

The joint venture consisting of the Partnership and the affiliate which owns
Sand Pebble Village I Apartments ("Sand Pebble I") has simultaneously
contracted to sell Sand Pebble I to the purchaser, as described elsewhere in
this report.  If the purchaser terminates this or the agreement of sale for
Sand Pebble I, the other agreement of sale will also be deemed terminated.

The closing is subject to the satisfaction of numerous terms and conditions,
including the closing of the sale of Sand Pebble I.  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 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 attachments thereto relating to the 
                   sale of Sand Pebble Village I Apartments, Riverside, 
                   California.

               (b) Agreement of Sale and attachments thereto relating to the 
                   sale of Sand Pebble Village II Apartments, Riverside, 
                   California

     No information is required under Items 1, 3, 4, 5, 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-VII

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

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

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

Dated:  July 12, 1996