FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended September 30, 1995

                                          OR

                [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                       for the transition period from       to
                                                     ------   ------
                            Commission File number 0-13448

                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP         
           --------------------------------------------------------------
                (Exact name of Registrant as specified in its charter)

                    California                              33-0058349
            ---------------------------                   ---------------
           (State or other jurisdiction                  (I.R.S. Employer
         of incorporation or organization)              Identification No.)


       400 South El Camino Real, Suite 1100                 94402-1708
               San Mateo, California                       ------------
        ----------------------------------                  (Zip Code)
     (Address of principal executive offices)


                                    (415) 343-9300
                         -----------------------------------
                           (Registrant's telephone number)

          Indicate by check mark  whether the registrant (1) has  filed all
          reports  required  to be  filed by  Section  13 or  15(d)  of the
          Securities Exchange  Act of 1934  during the preceding  12 months
          (or for such shorter  period that the registrant was  required to
          file  such  reports), and  (2) has  been  subject to  such filing
          requirements for the past 90 days.

                                      Yes X  No
                                        ---- ----

             Total number of units outstanding as of September 30, 1995: 


                              NO EXHIBIT INDEX REQUIRED



                                     Page 1 of 16






          PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                             Consolidated Balance Sheets
                       (in thousands, except units outstanding)
                                     (Unaudited)

                                                September 30, December 31,
                                                     1995         1994
          Assets                                  ---------   ------------
          -------
          Real estate investments: 
            Land                                 $  8,312      $  6,456
            Buildings and improvements, net
              of accumulated depreciation of
              $1,993 and $1,366 in 1995 and
              1994, respectively                   14,849        12,958
                                                 --------      --------
              Net real estate investments          23,161        19,414

          Cash and cash equivalents                   208           382
          Accounts receivable                         145           106
          Prepaid expenses and other assets,
            net of accumulated amortization
            of $276 and $129 in 1995 and 1994,
            respectively                              983           510
                                                 --------      --------
          Total assets                           $ 24,497      $ 20,412
                                                 ========      ========
          Liabilities and Partners'
          Equity (Deficit)
          -------------------------
          Accounts payable                       $    170      $     40
          Accrued expenses                            775           519
          Note payable                              4,000             -
                                                 --------      --------
                Total liabilities                   4,945           559

          Partners' equity (deficit):                   
            General Partner                          (57)          (55)
            Limited Partners - 118,942
              limited partnership units
              outstanding                          19,609        19,908
                                                 --------      --------
                Total partners' equity             19,552        19,853
                                                 --------      --------
          Total liabilities and partners'
            equity                               $ 24,497      $ 20,412
                                                 ========      ========



             See accompanying notes to consolidated financial statements.

                                     Page 2 of 16






                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                               Statements of Operations
                       (in thousands, except per unit amounts)
                                     (Unaudited)

                                           Nine Months          Three Months
                                               Ended               Ended
                                           September 30,        September 30,
                                          ---------------     ---------------
                                           1995     1994       1995      1994


     Revenues:                                
       Rental revenue                   $ 3,973  $ 3,152    $ 1,316   $ 1,061
       Interest and other                     -        -          -       (15)
                                          -----    -----      -----     -----
          Total revenues                  3,973    3,152      1,316     1,046
                                          -----    -----      -----     -----
     Expenses:
       Operating (including $732 and
        $647 paid to affiliates in the
        nine months ended September 30,
        1995 and 1994, respectively)      2,152    1,722        695       560
       General and administrative
        (including $194 and $163 paid to
        affiliates in the nine months
        ended September 30, 1995 and 1994,
        respectively)                       287      265         94        75
       Depreciation and amortization        774      543        284       197
     Interest                               300        -        111       (14)
       Other (including $40 paid to
        affiliates in the nine months
        ended September 30, 1995)            86        -         -          -
                                          -----    -----      -----       ----
          Total expenses                  3,599    2,530      1,184        826
                                          -----    -----      -----      -----
     Other:
       Gain on restructure                    -        8          -          8
                                          -----    -----      -----      -----
     Net income                         $   374  $   630    $   132    $   236
                                          =====    =====      =====      =====
     Net income per limited
       partnership unit                 $  3.11  $  5.25    $  1.10    $  1.96
                                          =====    =====      =====      =====
     Distributions per
       limited partnership unit:
        From net income                 $  3.11  $  5.00    $  1.10    $  1.88
        Representing return of capital     2.51        -        .78          -
                                          -----    -----      -----      -----
     Total distributions per
       limited partnership unit:        $  5.62  $  5.00    $  1.88    $  1.88
                                          =====    =====      =====      =====


             See accompanying notes to consolidated financial statements.

                                     Page 3 of 16






                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                Consolidated Statements of Partners' Equity (Deficit)
                                    (in thousands)

                For the nine months ended September 30, 1995 and 1994
                                     (Unaudited)


                                                                   Total
                                            General    Limited   Partners'
                                            Partner    Partners    Equity
                                         ---------   ---------   --------
          Balance at December 31, 1993   $    (56)   $ 19,874   $ 19,818 

          Distributions                        (6)       (595)      (601)

          Net income                            6         624        630
                                          --------    --------   --------
          Balance at September 30, 1994  $    (56)   $ 19,903   $ 19,847
                                          ========    ========   ========


          Balance at December 31, 1994   $    (55)   $ 19,908   $ 19,853 

          Distributions                        (6)       (669)      (675)

          Net income                            4         370        374
                                          --------    --------   --------
          Balance at September 30, 1995       (57)     19,609     19,552
                                          ========    ========   ========
























             See accompanying notes to consolidated financial statements.

                                     Page 4 of 16






                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                 Consolidated Statements of Cash Flows (in thousands)
                                     (Unaudited)
                                                             Nine months ended
                                                              September 30,
                                                           --------------------
                                                           1995          1994
                                                           -----         -----
       Cash flows provided by operating activities:            
         Net income                                    $    374      $    630
       Adjustments to reconcile net income to net
        cash provided by operating activities:
           Depreciation and amortization                    774           543
           Other expenses                                    86            (8)
         Changes in certain assets and liabilities:            
           Accounts receivable                              (39)           (3)
           Prepaid expenses and other assets               (685)         (294)
           Accounts payable                                 130             -
           Accrued expenses                                 256              
                                                        --------      --------
               Total adjustments                            522           344
                                                        --------      --------
           Net cash provided by operating activities        896           974
                                                        --------      --------
       Cash flows used for investing activities:
         Acquisitions of and additions to real estate      (507)         (234)
                                                        --------      --------
           Net cash used for investing activities          (507)         (234)
                                                        --------      --------
       Cash flows used for financing activities:
         Distributions paid to partners                    (675)         (601)
         Note payable principal payments                 (3,908)            -
         Proceeds from refinancing                        4,000             -
         Distribution from acquired property                 20             -
                                                        --------      --------
           Net cash used for financing activities          (563)         (601)
                                                        --------      --------
       Net increase (decrease) in cash and cash
        equivalents                                        (174)          130 

       Cash and cash equivalents at beginning
        of period                                           382           271
                                                        --------      --------
       Cash and cash equivalents at end
        of period                                      $    208      $    401
                                                        ========      ========
       Supplemental disclosure of cash flow
        information:
           Cash paid for interest                      $    264      $     - 
                                                        ========      ========

                                     -continued-


             See accompanying notes to consolidated financial statements.

                                     Page 5 of 16






                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                 Consolidated Statements of Cash Flows (in thousands)
                                     (Unaudited)
                                                             Nine months ended
                                                              September 30,
                                                           --------------------
                                                           1995          1994
                                                           -----         -----
       Supplemental disclosure of non cash
         investing and financing activities:
           Acquisition of real estate through
             foreclosure and assumption of
             first trust deed note payable             $  3,908      $      -
                                                        ========      ========








































             See accompanying notes to consolidated financial statements.

                                     Page 6 of 16






                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
                    -----------------------------------------------------
                    POLICIES
                    --------
          In the opinion  of Glenborough Realty  Corporation, the  managing
          General Partner, the  accompanying unaudited financial statements
          contain  all adjustments  (consisting  of  only normal  accruals)
          necessary to present fairly the financial position of Glenborough
          Pension   Investors,  A   California  Limited   Partnership  (the
          "Partnership") as  of September 30,  1995 and December  31, 1994,
          the  related  statements of  operations  for the  nine  and three
          months  ended September  30, 1995  and 1994,  and the  changes in
          partners' equity  and  cash  flows  for  the  nine  months  ended
          September 30, 1995 and 1994.

          Note 2.   REFERENCE TO 1994 AUDITED FINANCIAL STATEMENTS
                    ----------------------------------------------
          These  unaudited   financial   statements  should   be  read   in
          conjunction with  the Notes to Consolidated  Financial Statements
          included in the 1994 audited financial statements.

          Note 3.   TRANSACTIONS WITH AFFILIATES
                    ----------------------------
          In  accordance   with  the  limited  partnership  agreement,  the
          Partnership   paid  the  General   Partner  and   its  affiliates
          compensation   for  services   provided   to   the   Partnership.
          Glenborough    Corporation    and    Glenborough   Hotel    Group
          ("Glenborough"),  affiliates  of Glenborough  Realty Corporation,
          have been compensated for property management services.  Included
          in operating  expenses for the  nine months  ended September  30,
          1995 and 1994 are the following amounts paid to Glenborough:
                                              September 30,   September 30,
                                                   1995           1994
                                                 --------       --------
               Property management fees        $ 130,000        $ 78,000
               Property salaries (reimbursed)     87,000          35,200
               Hotel management fees              66,000          59,500
               Hotel salaries (reimbursed)       369,000         335,400
               Property administrative services   80,000         139,200

          The Partnership also  pays Glenborough for direct expenses plus a
          fee  of 1% of assets  for asset management  services, general and
          administrative costs  and services  provided  to the  Partnership
          such   as  accounting,  investor  services,  duplicating,  office
          supplies,  and other  administrative services.    The Partnership
          also pays  Glenborough Corporation for legal  costs.  Glenborough
          was  paid  $194,000 and  $163,000  by the  partnership  for these
          expensesintheninemonthsendedSeptember30,1995and1994,respectively.


                                     Page 7 of 16






                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          In accordance with the partnership agreement, the General Partner
          is entitled to  a 1.00%  refinancing fee.   The Partnership  paid
          Glenborough Realty  Corporation $40,000  in association with  the
          refinance of the Summerbreeze loan as discussed in  Note 4.  This
          amount  is  included  on  the  Partnership's  1995  statement  of
          operations as a portion of "other expenses".

          Note 4.   PROPERTY ACQUISITION
                    --------------------
          On  January  12,  1995,  the  Partnership  acquired  a  property,
          Summerbreeze  Apartments  (the  "Property")  (formerly  owned  by
          Glenfed  Summerbreeze  Investors,   Ltd.,  a  California  Limited
          Partnership  ("Summerbreeze  Investors")  by  a  deed-in-lieu  of
          foreclosure.  Prior to  January 12, 1995, the Partnership  held a
          note secured  by a second  deed of trust  on the Property  and an
          unsecured note  with unpaid  balances  of principal  and  accrued
          interest  as of  September  30,  1993  aggregating  approximately
          $1,159,000.  Prior to the acquisition, no accounting  recognition
          had  been given  to the  second trust  deed loan  secured by  the
          Summerbreeze  property  and   held  by  the   Partnership.     No
          consideration was  given by the  Partnership to obtain  the loan,
          therefore the Partnership  had no basis as measured  by Generally
          Accepted Accounting Principals.  The Property was also encumbered
          by a first deed  of trust. Because the amount of the Summerbreeze
          Investors partnership's total debt was approximately equal to the
          value of its assets, the partnership had little  or no net worth.
          Since the limited partners of Summerbreeze Investors elected  not
          to contribute any capital  to pay for new financing,  they agreed
          to  give  a deed-in-lieu  of  foreclosure to  the  Partnership in
          exchange  for $150,000.   The  Partnership recorded  the property
          basis  at  the balance  of  the first  trust deed  note  plus the
          $150,000 paid in cash.

          The Partnership  immediately began seeking new  financing for the
          Property while continuing to  make payments on the first  deed of
          trust which matured on September 1,  1994 and was now in default.
          The  Partnership was informed by  the first deed  of trust lender
          (Calfed  Bank)   that  they  were  attempting   to  reduce  their
          commercial loan portfolio in accordance with federal regulations,
          and that they therefore would not extend the loan and in fact had
          scheduled a  foreclosure sale to  occur on  March 29, 1995.   The
          General Partner had previously obtained a "term sheet" from a San
          Francisco bank to provide the  necessary financing to retire  the
          Calfed loan.  However, on March 24, 1995, the San Francisco  bank
          advised  the General Partner that an additional two weeks of time
          was  needed to  close the  loan, and  there was  no  assurance of
          closing.  Given the  foreclosure date of March 29,  this approach



                                     Page 8 of 16






                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          clearly  was no longer viable, and the Partnership was facing the
          possible loss of the property.

          On March 28, 1995, the Partnership obtained short-term  financing
          from  two sources to payoff Calfed.   GPA West, a subsidiary of a
          partnership  whose general  partner  is also  Glenborough  Realty
          Corporation,  loaned the  Partnership  $1,908,000,  secured by  a
          first   deed  of  trust  on  the  Property.    In  addition,  the
          Partnership   obtained  a   short-term   $2,000,000  bank   loan,
          guaranteed personally by Robert Batinovich and Glenborough Realty
          Corporation,  and  secured  by a  second  deed  of  trust on  the
          Property  and  a  collateral   assignment  of  the  Partnership's
          mortgage on Park Center.   On May 18, 1995, the debt  was totally
          refinanced with a $4,000,000 first mortgage loan from Wells Fargo
          Bank, which is additionally secured by a mortgage on the Park 100
          buildings.  This loan matures on May 15, 1996, and bears interest
          at prime plus 2.00%.  The Partnership paid an initial loan fee of
          1.00% and  will pay an additional  1.00% fee if the  loan has not
          been paid off by November 17, 1995.

          During negotiations  with Calfed, $46,000 in  costs were incurred
          by Calfed and  the Partnership in association with  the potential
          foreclosure proceedings, which  the Partnership agreed to  incur.
          These  costs are  categorized as  other expense,  along with  the
          1.00%  refinancing  fee  in  the   amount  of  $40,000  paid   to
          Glenborough and discussed  in Note 3,  on the Partnership's  1995
          statement of operations.

          The  acquisition of  this property  affects the  comparability of
          operating results between 1995 and prior periods.

          Note 5.   OTHER INFORMATION
                    -----------------
          The Partnership  has  been  named  in  a  Registration  Statement
          proposing a consolidation  by merger of  several entities,  which
          has been filed with  the Securities and Exchange Commission.   In
          that  regard,  as of  September  30,  1995, the  Partnership  has
          advanced $645,300 and accrued $188,000 (the aggregate of which is
          included in  prepaid expenses and  other assets)  toward its  pro
          rata  share   of  the  transaction  costs   associated  with  the
          consolidation.  In the event the  proposal is not approved by the
          Partnership's  limited  partners,   and  the  consolidation  goes
          forward with any of the other entities, the amounts advanced will
          be  fully reimbursed by an  affiliate of the  general partners of
          the  Partnership.   If  the Consolidation,  itself,  does not  go
          forward with any of the other entities, the Partnership will bear
          a  proportion of the transaction  costs based upon  the number of
          limited partners  who voted for  approval of  the transaction  as


                                     Page 9 of 16






                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          compared  to those who dissented or abstained.   The solicitation
          materials (incorporated by  reference to  Form S-4,  Registration
          Statement #33-83506 for Glenborough Realty  Trust  Incorporated),
          were  mailed  to  the  investors  on
          October  29,  1995.   The  solicitation  period  will  expire  in
          December 1995. 

          Note 6.   LEGAL PROCEEDINGS
                    -----------------
          In June  of 1995, a class  action lawsuit was filed  on behalf of
          all  limited partners of the Partnership.  The lawsuit related to
          a 1994 vote by the limited partners of the Partnership (which was
          then called  Outlook Pension  Investors, or "OPI")  to approve  a
          restructuring   of  mortgage   loans  previously   made  by   the
          Partnership to a  private partnership, called AFP  Partners.  The
          principals of AFP Partners were  the four original principals  of
          August Financial Corporation (John R. Provine, Luke V.  McCarthy,
          Carl  Sigalos and  D. A.  Heil) (the  "August Defendants")  and a
          subsidiary of Glenfed  Bank ("Glenfed").   The August  Defendants
          and  Glenfed  also controlled  API Partners,  which was  then the
          general partner of the Partnership.  The lawsuit made a number of
          claims against the August Defendants and/or Glenfed, including  a
          claim that the  proposed debt restructure constituted a breach of
          fiduciary duty by the August Defendants and Glenfed.  The lawsuit
          also asserted  that  the  disclosure  materials  were  false  and
          misleading,  either   as  a   result   of  fraud   or   negligent
          misrepresentation.

          The  proposal  by which  the debt  restructure was  approved also
          included  the  substitution  of  Glenborough  Realty  Corporation
          ("GRC") and Robert  Batinovich as the  Partnership's new  general
          partners.  Although there was no allegation that GRC received any
          benefit from the  debt restructure, the lawsuit  alleged that GRC
          and Robert Batinovich (i) aided and abetted the alleged breach of
          fiduciary  duty by  the August Defendants  and Glenfed,  and (ii)
          aided and abetted,  or participated with,  the August  Defendants
          and Glenfed in making misrepresentations  and material omissions,
          either as a result of negligent misrepresentation or as part of a
          conspiracy to defraud.   The  firm of Houlihan,  Lokey, Howard  &
          Zukin, Inc., which rendered a fairness opinion in connection with
          the debt restructure, was also named as a defendant in connection
          with the  alleged misrepresentations  and omissions.   Plaintiffs
          seek  unspecified  damages to  be  proved  at trial,  prejudgment
          interest and punitive damages against all defendants.

          Robert  Batinovich and GRC take  no position with  respect to the
          possible merits of the claims asserted against Glenfed, Houlihan,
          Lokey  and the August Defendants.   However, the asserted factual


                                    Page 10 of 16






                            GLENBOROUGH PENSION INVESTORS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          and legal  bases for  the claims  against these  other defendants
          are,  in  the opinion  of GRC  and Robert  Batinovich, completely
          inapplicable  to them.    The lawsuit  makes  no allegation  that
          either GRC or Robert Batinovich participated in the  organization
          of  the  Partnership, were  partners  of the  Partnership  at its
          formation  or at  any  time  prior  to  the  vote,  breached  any
          fiduciary duties or received any  benefit in connection with  the
          debt restructure.   Moreover, independent legal  counsel for  the
          limited  partners  and  an  independent   fairness  opinion  were
          obtained  with respect to the restructuring.  For these and other
          reasons, GRC  and  Robert  Batinovich  believe  that  the  claims
          against them  are completely without merit.   All but  one of the
          defendants in  the  action filed  "demurrers"  (a demurrer  is  a
          challenge  to the  sufficiency of  the complaint  as a  matter of
          law).  The court held a hearing on these demurrers on November 7.
          At the  hearing, the  demurrers  were sustained  (approved)  with
          respect to all causes of action asserted against the Partnership,
          Robert  Batinovich,  Glenborough   Realty  Corporation,  and  AFP
          Partners,  and  plaintiff's  request  for  punitive  damages  was
          stricken  from  the  complaint.    This  dismissal  was   without
          prejudice to the right  of the plaintiff to amend  its complaint,
          and  plaintiff expected  to  do so.    With respect  to  Glendale
          Federal Bank,  API Partners, August Advisors,  Inc. John Provine,
          Luke  McCarthy  and other  defendants  the  demurrers to  certain
          causes  of action  (including all  punitive damages  claims) were
          sustained, and others were overruled (denied).

          In the opinion  of the  General Partners, the  resolution of  the
          pending  legal  proceeding is  not  expected to  have  a material
          adverse effect on the Partnership.

          Note 7.   NEW ACCOUNTING PRONOUNCEMENT
                    ----------------------------
          In March 1995,  the Financial Accounting  Standards Board  (FASB)
          issued Statement of Financial Accounting Standard (SFAS) No. 121,
          "Accounting  for Impairment  of Long-Lived  Assets and  for Long-
          Lived  Assets to Be Disposed  Of".  This  statement requires that
          long-lived  assets be reported at the lower of carrying amount or
          fair value.  The Partnership plans  to adopt SFAS No. 121 in 1996
          and  believes that the adoption  will not have  a material impact
          upon its financial statements.









                                    Page 11 of 16






          Item 2.   Managements  Discussion  and   Analysis  of   Financial
                    Conditions and Results of Operations

          LIQUIDITY AND CAPITAL RESOURCES

          The Partnership  maintains nominal cash reserves  and distributes
          the net cash flow from operations to the partners.  Distributions
          to the Limited  Partners were paid at an annual  rate of 2.5% for
          the  nine months ended September  30, 1994.   After reviewing the
          effects  of  the  implementation  of  the  workout  between   the
          Partnership   and   the   Borrower,  management   increased   the
          distribution  rate  to 3%  effective  for  the distribution  paid
          August  31, 1994.  Distributions  continue at that  rate to date.
          The  distributions paid in the  nine months ended   September 30,
          1994 were provided by net income.   Of the distributions paid  in
          1995,  $301,000  were distributed  in  excess of  net  income and
          therefore represented a return of capital.

          As discussed in  Note 4  of the Notes  to Consolidated  Financial
          Statements, the Partnership acquired the Summerbreeze property by
          a deed-in-lieu of foreclosure on January 12, 1995 which primarily
          accounts for  the increase  in net  real estate investments  from
          December  31,  1994  to  September   30,  1995  and  effects  the
          comparability  of  operating  results  between   1995  and  prior
          periods.  The cost  basis of the property when  title transferred
          to the Partnership was the equivalent of the note payable secured
          by a first  deed of trust and $150,000 that  the Partnership paid
          for  a deed-in-lieu of foreclosure.  Prior to the acquisition, no
          accounting recognition  had been given  to the second  trust deed
          loan secured  by  the  Summerbreeze  property  and  held  by  the
          Partnership.  No  consideration was given  by the Partnership  to
          obtain  the  loan, therefore  the  Partnership  had no  basis  as
          measured by Generally Accepted Accounting Principals.

          Accounts receivable increased approximately $39,000 from December
          31, 1994  to September 30,  1995 (but was  down $27,000 from  the
          June  30, 1995 balance) due to an increase in accounts receivable
          at the  Country Suites - DFW  property.  Payments continue  to be
          received  and   all  accounts  receivable  are   expected  to  be
          collected.

          Prepaid   expenses  and  other   assets  increased  approximately
          $473,000 from  December 31, 1994 to September  30, 1995 primarily
          due to  advances made by the Partnership toward transaction costs
          associated  with  the   proposed  consolidation  by  merger,   as
          discussed  in  Note  5 of  the  Consolidated  Notes to  Financial
          Statements.   The accrual of a portion of such costs accounts for
          the  majority of  the increase  in  accrued expenses  of $256,000
          between December 31, 1994 and September 30, 1995.

          The  increase  of  approximately  $130,000  in  accounts  payable
          between December 31,  1994 and September 30, 1995  is only due to
          timing  of the  billpaying  cycle.    All  accounts  payable  are
          current.




                                    Page 12 of 16






          The note payable  in the  amount of $4,000,000  at September  30,
          1995  represents the refinanced first trust  deed note secured by
          the  Summerbreeze  property  that  the  Partnership  acquired  on
          January  12,  1995  (as  discussed  in Note  4  of  the  Notes to
          Consolidated Financial Statements.)

          RESULTS OF OPERATIONS

          Rental revenue  increased  $821,000  in  the  nine  months  ended
          September  30, 1995 compared to the same period in 1994 primarily
          due to  the acquisition of  the Summerbreeze property  on January
          12,  1995, which  accounted for  $590,000 of  the increase.   The
          remaining $231,000  increase in rental revenue  was primarily due
          to the improved operations at Park 100, Buildings 42 and 46 (as a
          result  of  increased occupancy  and  rental  rates) and  Country
          Suites - DFW (as a result of a higher average daily room rate).

          Following is  a comparison of  occupancy (and average  daily room
          rate for the hotel) of the individual properties:

                                                 Occupancy Level
                                                   Percentage   
                                               ------------------
                                          September 30,  September 30,
                                               1995          1994 
                                            ---------      ---------
          Park Center                            95%         95%
          Park 100, Building 42                 100%         89%
          Park 100, Building 46                 100%        100%
          Sea Tac                               100%        100%
          Eagan Mini-Storage                     95%         97%
          New Hope Mini-Storage                  94%         98%
          Summerbreeze Apartments                93%           -
          Atlanta Auto Care Centers:
          College Park                          100%        100%
          Marietta                               90%        100%
          Norcross                              100%        100%
          Roswell                               100%         76%
          Smyrna                                100%        100%
          Snellville                             75%        100%

          Country Suites - DFW                   78%         79%
               Average Daily Room Rate        $65.51      $57.53


          Operating expenses increased $430,000 in 1995 over 1994, of which
          $343,000  related to  the Summerbreeze  property.   The remaining
          $87,000  increase was primarily due to an increase in expenses at
          the Sea  Tac  property  relating  to  environmental  surveys  and
          remediation in the amount of $50,000.

          Depreciation  and amortization expense increased by approximately
          $231,000  primarily due  to the  acquisition of  the Summerbreeze
          property on January 12, 1995.




                                    Page 13 of 16






          Interest expense in  the amount  of $300,000 in  the nine  months
          ended  September 30, 1995 is  the interest relating  to the first
          deed of  trust on the  Summerbreeze property (see  Note 4 of  the
          Notes to Consolidated Financial Statements).

          General and administrative expenses increased $23,000 between the
          nine months ended September 30, 1994 and 1995 due to the overhead
          costs associated with the additional property (Summerbreeze) held
          in 1995.

          Other expenses in the amount of $86,000 for the nine months ended
          September 30, 1995 were costs incurred by the Partnership and the
          original lender  on the  Summerbreeze  property relating  to  the
          potential  foreclosure proceedings  before  the note  payable was
          refinanced and the 1.00% refinance fee (as discussed in Note 3 of
          the Notes to Consolidated Financial Statements).  The Partnership
          agreed  to assume  these costs  and recognized  them on  the 1995
          statement of operations.








































                                    Page 14 of 16






                                       PART II.

          Item 1.   Legal Proceedings

                    The response to this item is incorporated by  reference
          to        Note 6  of the Notes to  Financial Statements contained
          in        Part I, Item 1.

          Item 5.   Other Information

                    The response to this item is incorporated by  reference
                    to  Note  5  of  the  Notes  to  Financial   Statements
                    contained in Part I, Item 1.

          Item 6.   Exhibits and Reports on Form 8-K

                    (a)    Exhibits.  

                           None.

                    (b)    Reports on Form 8-K.  

                           None.



































                                    Page 15 of 16






                                      SIGNATURES


          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, thereunto duly authorized.


                                        GLENBOROUGH PENSION INVESTORS,
                                        A CALIFORNIA LIMITED PARTNERSHIP

                                        By: Glenborough Realty Corporation,
                                            a California corporation
                                            the Managing General Partner



          Date: November  , 1995            By: /s/ Andrew Batinovich     
                                               ----------------------------
                                                Andrew Batinovich
                                                Executive Vice President,
                                                Chief Financial Officer
                                                and Director 



































                                    Page 16 of 16