content: 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):      October 23, 1996
                                          
            NEW ENGLAND LIFE PENSION PROPERTIES II; A REAL ESTATE LIMITED
                                     PARTNERSHIP
            (Exact Name of Registrant as Specified in its Charter)
  
  
                                    Massachusetts
            (State or Other Jurisdiction of Incorporation)
  
  
       0-13323                                 04-2803902
  (Commission File Number)           (IRS Employer Identification No.)
  
  
  399 Boylston Street, Boston, MA                        02116
  (Address of principal executive offices)               (Zip Code)
  
                           (617) 578-1200
  Registrant's Telephone Number, Including Area Code
  
  
                           Not Applicable
       (Former Name or Former Address, if Changed Since Last Report)
  
  
  
  
  Item 2.  Acquisition or Disposition of Assets.
  ----------------------------------------------
  
       On October 23, 1996, New England Life Pension Properties II; A Real
  Estate Limited Partnership sold all of its interest in a property
  located at 19100 Susana Drive, Rancho Domingo, California to the ground
  lessee/ borrower, for gross proceeds of $2,900,000.  The terms of the
  sale were determined by arms-length negotiation between the buyer and
  Copley Real Estate Advisors, Inc., on behalf of the seller.
  
  Item 7.  Financial Statements and Exhibits.
  -------------------------------------------
  
       None
  
  
                                      SIGNATURE
  
  
       Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this amendment to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
  
  Date:  October 31, 1996       NEW ENGLAND LIFE PENSION PROPERTIES II;
                                A REAL ESTATE LIMITED PARTNERSHIP
                                (Registrant)
  
  
  
                            By:Copley Properties Company II, Inc.,
                               Managing General Partner
                            
                            
                            By:Wesley M. Gardiner, Jr.
                               ---------------------------
                            Name:Wesley M. Gardiner, Jr.
                            Title:       Vice President
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metadata_filer: {"company-data": {"conformed-name": "NEW ENGLAND LIFE PENSION PROPERTIES II", "cik": "0000728525", "assigned-sic": "6500", "irs-number": "042803902", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13323", "film-number": "96651121"}, "business-address": {"street1": "399 BOYLSTON ST 13TH FL", "city": "BOSTON", "state": "MA", "zip": "02116", "phone": "6175781200"}}
text: 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):      October 23, 1996
                                          
            NEW ENGLAND LIFE PENSION PROPERTIES II; A REAL ESTATE LIMITED
                                     PARTNERSHIP
            (Exact Name of Registrant as Specified in its Charter)
  
                                    Massachusetts
            (State or Other Jurisdiction of Incorporation)
  
       0-13323                                 04-2803902
  (Commission File Number)           (IRS Employer Identification No.)
  
  399 Boylston Street, Boston, MA                        02116
  (Address of principal executive offices)               (Zip Code)
  
                           (617) 578-1200
  Registrant's Telephone Number, Including Area Code
  
                           Not Applicable
       (Former Name or Former Address, if Changed Since Last Report)
  
  Item 2.  Acquisition or Disposition of Assets.
  ----------------------------------------------
  
       On October 23, 1996, New England Life Pension Properties II; A Real
  Estate Limited Partnership sold all of its interest in a property
  located at 19100 Susana Drive, Rancho Domingo, California to the ground
  lessee/ borrower, for gross proceeds of $2,900,000.  The terms of the
  sale were determined by arms-length negotiation between the buyer and
  Copley Real Estate Advisors, Inc., on behalf of the seller.
  
  Item 7.  Financial Statements and Exhibits.
  -------------------------------------------
  
       None
  
                                      SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this amendment to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
  Date:  October 31, 1996       NEW ENGLAND LIFE PENSION PROPERTIES II;
                                A REAL ESTATE LIMITED PARTNERSHIP
                                (Registrant)
  
                            By:Copley Properties Company II, Inc.,
                               Managing General Partner
                            
                            
                            By:Wesley M. Gardiner, Jr.
                               ---------------------------
                            Name:Wesley M. Gardiner, Jr.
                            Title:       Vice President