<PAGE>   1
                                                            Total # of Pages: 15






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q

(Mark One)


  X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-----  EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED  January 31, 1997 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              0-13219
                      ------------------------------------------------
                        BOETTCHER PENSION INVESTORS LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          COLORADO                                     84-0948497
---------------------------------                  -------------------
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                      Identification No.)


    77 West Wacker Drive
      Chicago, Illinois                                    60601
-----------------------------------------          -------------------
 (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code        (312) 574-6000
                                                   --------------------------

     Indicate by checkmark 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 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     
   -----      -----

<PAGE>   2





                                     INDEX



                                                                Page
                                                                ----

PART I.    Financial Information

           Item 1.    Financial Statements (unaudited)

           Balance Sheets -
             January 31, 1997 and October 31, 1996                 3

           Statements of Operations -
             Three months ended January 31, 1997 and 1996          4

           Statement of Partners' Capital -
             Three months ended January 31, 1997                   5

           Statements of Cash Flows -
             Three months ended January 31, 1997 and 1996          6

           Notes to Financial Statements                           7


           Item 2.Management's Discussion and Analysis of
             Financial Condition and Results of Operations        10

PART II.   Other Information

           Item 6.  Exhibits and Reports on Form 8-K              14

SIGNATURE                                                         15




                                       2


<PAGE>   3





PART I.      Financial Information

Item 1.  Financial Statements



                        BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)

                                 Balance Sheets
                                  (unaudited)



<TABLE>
<CAPTION>
                                                 January 31,  October 31,
       Assets                                       1997         1996
                                                 ----------   -----------
<S>                                              <C>          <C>
Real estate investments:
  Property held for sale at cost, net            $6,535,765   $6,535,765
    Less:  accumulated depreciation                (597,703)    (557,822)
                                                 ----------   ----------
                                                  5,938,062    5,977,943

Cash and cash equivalents at cost,
  which approximates market value                   747,197      667,934
Deferred leasing costs, net of
  accumulated amortization of
  $37,390 and $34,414, respectively                  48,395       60,756
Accounts receivable and other assets, net
  of allowances of $79,592 and $77,727,
  respectively                                       46,121       42,918
                                                 ----------   ----------
                                                 $6,779,775   $6,749,551
                                                 ==========   ==========

        Liabilities and Partners' Capital


Mortgage payable                                 $5,742,144   $5,755,906
Accounts payable and accrued liabilities             37,455       23,191
Payable to managing general partner                  53,761       28,218
Property taxes payable                                5,497       59,232
Accrued interest payable                             45,459            -
Other liabilities                                    31,732       23,912
                                                 ----------   ----------
      Total liabilities                           5,916,048    5,890,459

Partners' capital:                                  (35,857)     (35,857)
  General partners                                  899,584      894,949
                                                 ----------   ----------
  Limited partners                                  863,727      859,092
                                                 ----------   ----------
     Total partners' capital                     $6,779,775   $6,749,551
                                                 ==========   ==========
</TABLE>



See accompanying notes to financial statements.

                                       3


<PAGE>   4




                        BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)
                           Statements of Operations
                  Three months ended January 31, 1997 and 1996
                                  (unaudited)



<TABLE>
<CAPTION>
                                                    Three months ended
                                                       January 31,
                                                   --------------------
                                                     1997       1996
                                                   ---------  ---------
<S>                                                <C>        <C>
Revenue:
  Rental income                                    $ 237,150  $ 251,874
  Tenant reimbursements and other income              44,008     49,719
  Interest income                                      7,734      7,279
                                                   ---------  ---------
                                                     288,892    308,872
                                                   ---------  ---------

Expenses:
  Interest                                           136,540    138,410
  Depreciation and amortization                       49,510     49,364
  Property taxes                                      12,234     23,589
  Fees and reimbursements to managing
     general partner                                   5,874      5,724
  Other management fees                               11,543     13,549
  Repairs and maintenance                             17,148     15,208
  Utilities                                            4,192      9,683
  General and administrative                          27,669     49,872
  Environmental                                       19,547          -
                                                   ---------  ---------
                                                     284,257    305,399
                                                   ---------  ---------

     Net earnings                                  $   4,635  $   3,473
                                                   =========  =========

Net earnings per limited
 partnership unit using the weighted
 average number of limited partnership
 units outstanding of 10,717                       $     .43  $     .32
                                                   =========  =========

</TABLE>


See accompanying notes to financial statements.

                                       4


<PAGE>   5

                        BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)

                         Statement of Partners' Capital
                      Three months ended January 31, 1997
                                  (unaudited)





<TABLE>
<CAPTION>
                                                                  Total
                                           General    Limited   partners'
                                           partners   partners   capital
                                          ---------   --------  --------
<S>                                       <C>        <C>       <C>
Capital (deficit) at
  November 1, 1996                        $ (35,857) $894,949  $859,092

Net earnings for the three months
  ended January 31, 1997                          -     4,635     4,635
                                          ---------  --------  --------
Capital (deficit) at
  January 31, 1997                        $ (35,857) $899,584  $863,727
                                          =========  ========  ========

</TABLE>




   See accompanying notes to financial statements.

                                       5


<PAGE>   6

                        BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)

                            Statements of Cash Flows
                  Three months ended January 31, 1997 and 1996
                                  (unaudited)



<TABLE>
<CAPTION>
                                                          Three months ended
                                                             January 31,
                                                         --------------------
                                                           1997       1996
                                                         --------   --------
<S>                                                      <C>        <C>
 Cash flows from operating activities:
 Net earnings                                            $  4,635   $  3,473
 Adjustments to reconcile net earnings
   to net cash provided by
   operating activities:
      Depreciation and amortization                        49,510     49,364
      Bad debt expense                                      7,443          -
 Change in operating assets and liabilities:
     Increase in accounts receivable
        and other assets                                   (5,182)   (13,496)
     Increase (decrease) in accounts payable
        and accrued liabilities                            14,264    (30,713)
     Increase in payable to managing
        general partner                                    25,543     47,557
     Decrease in property taxes payable                   (53,735)   (47,490)
     Increase (decrease) in accrued
        interest payable                                   45,459       (148)
     Increase in other liabilities                          7,820     12,179
                                                         --------   --------
 Net cash provided by operating activities                 95,757     20,726
                                                         --------   --------

Cash flows used in investing activities -
  Increase in deferred leasing costs                       (2,732)    (4,221)
                                                         --------   --------

Cash flows used by financing activities:
  Reduction in mortgage payable                           (13,762)   (18,706)
                                                         --------   --------

Net increase (decrease) in cash and cash equivalents       79,263     (2,201)

Cash and cash equivalents at October 31                   667,934    515,751
                                                         --------   --------

Cash and cash equivalents at January 31                  $747,197   $513,550
                                                         ========   ========

Supplemental schedule of cash flow information:

  Interest paid in cash during the period                $ 91,081   $138,558
                                                         ========   ========

</TABLE>

See accompanying notes to financial statements.

                                       6


<PAGE>   7

                        BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)

                         Notes to Financial Statements
                                January 31, 1997
                                  (unaudited)




(1)   Financial Statement Adjustments and Footnote Disclosure

      The accompanying financial statements are unaudited.  However, Boettcher
      Affiliated Investors L.P., ("BAILP"), the Managing General Partner of
      Boettcher Pension Investors Ltd. (the "Partnership"), believes all
      material adjustments necessary for a fair presentation of the interim
      financial statements have been made and that such adjustments are of a
      normal and recurring nature.  Certain information and footnotes normally
      included in financial statements prepared in accordance with generally
      accepted accounting principles have been omitted pursuant to Securities
      and Exchange Commission rules and regulations. BAILP believes the
      disclosures made are adequate to make the information not misleading and
      suggests that the condensed financial statements be read in conjunction
      with the financial statements and notes thereto included in the Boettcher
      Pension Investors Ltd. October 31, 1996 Annual Report.

(2)   Significant Accounting Principles

      Environmental Remediation Liabilities
      Liabilities for loss contingencies, including environmental remediation 
      costs, arising from claims, assessments, litigation, fines and penalties,
      and other sources are recorded when it is probable that a liability has
      been incurred and the amount of the assessment and/or remediation can be
      reasonably estimated.  The costs of site clean-up are recorded in the
      amount of the cash payments made or for future estimated costs for that
      site when fixed or reliably determinable based upon information derived
      from the remediation plan for that site.  Recoveries from third parties
      which are probable of realization are separately recorded and are not
      offset against the related environmental  liability. 
      
      Financial Instruments
      The fair value of the Partnership's financial instruments approximate
      their carrying values due to the short maturities of those instruments or
      due to the interest rates of those instruments approximating interest
      rates for similar issues.

      Use of Estimates                                                    
      Management of the Partnership has made a number of estimates and
      assumptions relating to the reporting of assets and liabilities and the
      disclosure of contingent assets and liabilities to prepare these
      financial statements in conformity with generally accepted accounting
      principles.  Actual results could differ from those estimates.

      Business and Credit Concentrations
      The Partnership's remaining real estate investment, Parkway Village
      Shopping Center, is located in Provo, Utah.  THree national tenants
      account for fifty percent of the rental income.

      The Partnership estimates an allowance for doubtful accounts based on the
      credit worthiness of its customers as well as general economic
      conditions.  Consequently, an adverse change in those factors could
      affect the Partnership's estimate of its bad debts.  At January 31, 1997,
      the Partnership had $79,592 of tenant receivables from current and former
      tenants of the Parkway Village Shopping Center for which an allowance
      for doubtful accounts have been established.

      Income Taxes
      No provision has been made for federal income taxes, as the taxable
      income (loss) is reported by the partners rather than the Partnership.
      The Partnership reports certain transactions differently for tax and
      financial statement purposes, primarily depreciation.

      Real Estate Investments
      Properties held for sale are recorded at the lower of cost or fair market
      value, which exceeds or approximates independent appraised values.

      Building and improvements are depreciated using the straight-line method
      over an estimated useful life of 30 years.  Equipment and furnishings are
      depreciated using the straight-line method over an estimated useful life
      of 10 years.  Renewals and betterments are capitalized and repairs and
      maintenance are charged to operations as incurred.

      Deferred Leasing Costs
      Costs associated with the leasing of the Partnership's retail shopping
      centers are deferred and amortized over the life of the related leases.
      These costs are comprised of lease commissions and construction costs
      related to the buildout of tenant space.




                                       7


<PAGE>   8

                        BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)

                         Notes to Financial Statements
                                January 31, 1997
                                  (unaudited)




      Statements of Cash Flows
      For purposes of the statements of cash flows, cash and cash equivalents
      include highly liquid debt instruments purchased with an original
      maturity of three months or less.  Cash and cash equivalents are
      comprised of the following:



<TABLE>
<CAPTION>
                                        As of January 31,
                                         1997       1996
                                       ---------  ---------
<S>                                    <C>        <C>
      Money market fund                $708,414   $441,226
      Operating cash                     38,783     72,324
                                       --------   --------
       Cash and cash equivalents       $747,197   $513,550
                                       ========   ========
</TABLE>

      Reclassifications
      Certain prior year amounts have been reclassified for comparability with
      fiscal 1997 financial statement presentation.

(3)   Real Estate Investment

      Parkway Village Shopping Center

      In fiscal 1995, a non sudden release of a dry cleaning solution,
      tetrachloroethylene (PERC), was reported by the dry cleaning tenant (the
      Tenant) at Parkway Village Shopping Center ("Parkway") to the State of
      Utah Department of Environmental Quality (DEQ).  The Tenant, utilizing
      the services of an environmental consulting firm, investigated the extent
      of the PERC release and its effect on soil and groundwater in the
      vicinity.  The DEQ is monitoring the Tenant's progress.  Although the
      Tenant is responsible for the costs of any required remediation, should
      the Tenant be unable to complete the required work due to limitations of
      its financial resources, it is likely that the Partnership, as owner of
      Parkway, would be required to complete the needed remediation. The
      Partnership has been advised that groundwater contamination has occurred
      and the Partnership on behalf of and in cooperation with the tenant, is
      in the process of determining the method, cost and timing of required
      soil and groundwater remediation measures.  The Partnership has spent
      approximately $66,000 to date on the above mentioned testing as well as
      legal representation in connection with the PERC release.  Management is
      unable at this time to estimate the full extent of additional expenses
      that may be incurred.  Due to groundwater contamination, the Partnership
      may incur significant additional remediation costs.  The estimate of
      costs and their timing of payment could change as a result of (1) changes
      to a remediation plan required by the DEQ, (2) changes in technology 
      available to treat the site, (3) unforeseen circumstances existing at the
      site and (4) differences between actual inflation 

                                       8


<PAGE>   9

                        BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)

                         Notes to Financial Statements
                                January 31, 1997
                                  (unaudited)


      rates and rates assumed in preparing the estimate.  The ultimate 
      resolution of this matter and its impact on the Partnership's financial 
      statements is uncertain.

(4)   Transactions with Related Parties

      BAILP is the Managing Agent of the Partnership and is paid property
      management, loan servicing, and acquisition fees for its services to the
      Partnership.  The property management fee is equal to 5% of gross
      receipts from the properties, less management fees paid to others.  The
      property management fee earned by BAILP amounted to $2,571 for the three
      months ended January 31, 1997.

      The Partnership also reimburses BAILP for its allocable share of salaries
      of nonmanagement and nonsupervisory personnel providing accounting,
      investor reporting and communications, and legal services to the
      Partnership and allowable expenses related to the maintenance and repair
      of data processing equipment used for or by the Partnership.  The amount
      due BAILP for such reimbursements amounted to $3,303 for the three months
      ended January 31, 1997.

(5)   Property Held for Sale

      As of January 31, 1997, the Partnership has recorded its remaining real
      estate investment as property held for sale.  The Managing General
      Partner is attempting to sell the remaining property ("Parkway") and
      liquidate the Partnership in 1997.  However, there can be no assurances
      that the Partnership will sell Parkway in 1997.  The Partnership's
      ability to sell Parkway may be adversely affected by the existence and
      remediation of the dry cleaning solution contamination at the property,
      as more fully discussed in Note 3.  The Partnership has entered into a
      listing agreement with an unrelated real estate firm to act as the
      exclusive selling agent for the sale of Parkway.  The Managing General
      Partner believes that the sale of this property, if consummated, will
      generate net proceeds to the Partnership after the payment of sales
      costs, closing costs and the mortgage payable at Parkway; however, the
      sale transaction may include cash at closing and deferred payments to the
      Partnership. The Partnership intends to apply net sales proceeds to first,
      pay its remaining liability to the Managing General Partner and the
      remaining costs of the liquidation of the Partnership and other
      liabilities as determined by the Managing General Partner, arising out of
      or in connection with the operations of the Partnership and/or the sale of
      Parkway; then to make a final distribution to limited partners.



                                       9


<PAGE>   10




Item 2: Management's Discussion and Analysis of Financial Condition and
        Results of Operations

Results of Operations

For the three months ended January 31, 1997, the Partnership generated total
revenue of $288,892 and incurred total expenses in the amount of $284,257,
resulting in net earnings of $4,635.  The Partnership's net earnings increased
$1,162 (25%) for the three months ended January 31, 1997 when compared with the
corresponding period of fiscal 1996.  The most significant factors affecting
the Partnership's results of operations were decreased total revenue,
specifically rental and other income, and decreased total expenses in most
categories, as a result of the sale of Lindsay-Main Plaza ("Lindsay") in the
third quarter of fiscal 1996.  A summary of the Partnership's operations and
period-to-period comparisons is presented below:


<TABLE>
<CAPTION>
                                  Three months ended January 31
                                       (In thousands)
                                  -----------------------------
                                                Amount
                                                  of      %
                                   1997   1996  Change  Change
                                  -----  -----  ------  ------
<S>                               <C>    <C>    <C>     <C>
Total revenue                     $ 289  $ 309     (20)    (6%)
Total expenses                      284    305     (21)    (7%)
                                  -----  -----   -----   

Net earnings                      $   5  $   4       1     25%
                                  =====  =====   =====   =====
</TABLE>

In making period-to-period comparisons, the exclusion of the operations of
Lindsay from the results of the first quarter of fiscal 1996 allows for a more
meaningful analysis of the operations of the Partnership's ongoing operations.
For comparison purposes only, if the operations of Lindsay had been excluded
from revenue and expenses in the first quarter of fiscal 1996, the
Partnership's Statement of Operations for the quarter ended January 31, 1997
compared with the same period in fiscal 1996 would have been as follows:


<TABLE>
<CAPTION>
                                    Three months ended January 31
                                          (In thousands)
                                    -----------------------------
                                            Pro   Amount
                                           Forma    of      %
                                     1997  1996   Change  Change
                                    -----  -----  ------  ------
<S>                                 <C>    <C>    <C>      <C>
Total revenue                       $ 289  $280        9      3%
Total expenses                        284   285        1     .3%
                                    -----  ----   ------

Net earnings (loss)                 $   5  $ (5)      10
                                    =====  ====   ======

</TABLE>

In analyzing the pro forma amounts shown above, which exclude the results of
Lindsay, total revenue generated by the Partnership for the three months ended
January 31, 1997 was $288,892, representing an increase of $9,186 (3%) when
compared with the corresponding period in fiscal

                                       10


<PAGE>   11



1996.  The Partnership's remaining property, Parkway Village Shopping Center
("Parkway") generated rental income of $237,150 for the first quarter of fiscal
1997, representing an increase of $5,663 (2%) when compared to the first
quarter of fiscal 1996.  Parkway Village's average occupancy increased to 99%
from 98% in the corresponding quarter of fiscal 1996 and the average effective
rental rate increased $.04 to $9.36 for the first quarter of fiscal 1997, when
compared with the first quarter of fiscal 1996.

Tenant reimbursements and other income increased $3,068 (7%) for the three
months  ended January 31, 1997 when compared to the first quarter of fiscal
1996, due to the increased occupancy at Parkway which resulted in more
reimbursable expenses billed back to tenants.

A summary of average occupancy and average effective rental rates for the
Partnership's properties is presented below:


<TABLE>
<CAPTION>
                                                                         Three months ended
                                                                             January 31,
                                                                         ------------------
Shopping Center                                                             1997    1996
---------------                                                            ------  ------
<S>                                                                       <C>       <C>
Parkway Village (102,356 net rentable square feet)
Average Occupancy                                                             99%     98%
Average effective rental rate (a)                                         $  9.36   $9.32

Lindsay-Main Plaza (37,000 net rentable square feet)        
Average Occupancy                                                         N/A (b)     48%
Average effective rental rate (a)                                         N/A (b)   $4.60

</TABLE>



(a)  Average effective rental rates are stated in terms of an average annual
     rate per square foot. Effective rates take into account the effect of
     leasing concessions and bad debts.  These rates are "triple net".  In
     addition to this base rent, the majority of tenants pay their pro rata
     share of taxes, insurance and common area maintenance expenses at the
     property.

(b)  Lindsay-Main Plaza was sold on May 8, 1996.

Based on the pro forma amounts presented previously, total expenses
incurred by the Partnership for the three months ended January 31, 1997 were
$284,257, representing a small decrease of $250 when compared with the first
quarter of fiscal 1996.  Operating expenses related to the operations of the
Partnership's remaining real estate investment remained relatively constant in
the first quarter of fiscal 1997 when compared to fiscal 1996.  A decrease in
property tax expense of $5,817 (32%) to $12,234 in fiscal 1997 from $18,051 in
the first quarter of fiscal 1996 is due to the reassessment of commercial
property taxes throughout the state of Utah.  This decrease is offset by an
increase in repair and maintenance expense of $4,719 (38%) to $17,148 for the
three months ended January 31, 1997 compared to $12,429 for the corresponding
period in fiscal 1996. Heavier snowfall in the current year and roof repairs
completed in the first quarter of fiscal 1997 are the primary reasons for the
increase. Environmental expenses related to the remediation of dry cleaning
solution contamination at Parkway, more fully discussed in Note 3 of the
Financial Statements, amounted to $19,547 for the quarter ended January 31,
1997.  There 

                                       11


<PAGE>   12



were no expenses of this nature in the comparable quarter of fiscal 1996.  
General and administrative expense decreased $27,583 (62%) to $17,011 for the 
three months ended January 31, 1997 from $44,594 for the comparable period in 
fiscal 1996.  This is the result of decreased professional fees and the
inclusion of certain expenses related to the sale of one of the Partnership's
former real estate investments in the first quarter of fiscal 1996.


Liquidity and Capital Resources
Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $747,197 at January 31, 1997, representing an increase of
$79,263 when compared with fiscal 1996 year-end balances.  Net cash provided by
operating activities for the three months ended January 31, 1997 amounted to
$95,757.  As a result of the payment of property tax liabilities in the first
quarter of fiscal 1997, property taxes payable decreased $53,735.  The payable
to Managing General Partner increased $25,543, to $53,761 at January 31, 1997,
when compared to the fiscal 1996 year-end balance, primarily due to the accrual
of fees and reimbursable expenses related to operations in the first quarter of
fiscal 1997.  Accounts payable and accrued liabilities increased $14,264 at
January 31, 1997 when compared to the fiscal 1996 year-end balance due
primarily to the accrual of approximately $19,000 of environmental expenses
related to remediation work done at Parkway in the recent period.

Net cash used in investing activities in the first quarter of fiscal 1997
amounted to $2,732 and is comprised solely of deferred leasing costs.  The
Partnership's deferred leasing costs in fiscal 1997 include costs related
to lease commissions and tenant improvements associated with the leasing of
vacant space to new tenants and the renewal of existing tenants at Parkway.


Net cash used by financing activities amounted to $13,762 in the first quarter
of fiscal 1997, the result of reductions in mortgage principal related to the
Parkway mortgage.

To the knowledge of the Managing General Partner, it's remaining property is
generally in good physical condition.  In fiscal 1997 other than tenant finish
costs and lease commissions associated with the ongoing leasing efforts at
Parkway, there are no other material capital improvements planned.  It is
currently anticipated that the funds required for such expenditures would be
made available either from cash flow generated from property operations or from
Partnership cash reserves.

The Partnership is required under its Partnership Agreement to maintain cash
reserves of not less than 2% of aggregate capital contributions from limited
partners for normal repairs, replacements, working capital and other
contingencies.  As of January 31, 1997, the Partnership had $747,197 in cash
reserves, while the minimum required amount was $214,340.  The Partnership
intends to apply net cash flow generated from Partnership operations in fiscal
1997 to maintain sufficient cash reserves as determined by the Managing General 
Partner including  amounts required to fund liabilities arising from the
environmental contamination at Parkway, more fully discussed in Note 3 of the
Financial Statements.


As of January 31, 1997 the Partnership has recorded its remaining real estate
investment as property held for sale.  The Managing General Partner is
attempting to sell its remaining property ("Parkway") and liquidate the
Partnership in 1997.  However, there can be no assurances that the Partnership

                                      12

<PAGE>   13



will sell Parkway in 1997.  The Partnership's ability to sell Parkway  
may be adversely affected by the existence and remediation of the dry cleaning
solution contamination at the property, as more fully described in Note 3 to
the Financial Statements contained in Item 1 of this report. The Partnership
has entered into a listing agreement with an unrelated real estate firm to act
as the exclusive selling agent for the sale of Parkway.  The Managing General
Partner believes that the sale of this property, if consummated, will generate
net proceeds to the Partnership after the payment of sales costs, closing costs
and the mortgage payable at Parkway; however, the sale transaction may
include cash at closing and deferred payments to the Partnership.  The
Partnership intends to apply net sales proceeds to first, pay its remaining
liability to the Managing General Partner and the remaining costs of the
liquidation of the Partnership and other liabilities as determined by the
Managing General Partner arising out of or in connection with the operations of
the Partnership and/or the sale of Parkway; then to make a final distribution to
limited partners.

                                     13


<PAGE>   14




PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

                (b)    Reports on Form 8-K

                       No reports on Form 8-K were required to be filed by the
                       Registrant during the period for which this report is 
                       filed.



                                      14
<PAGE>   15





                                   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 thereunto duly authorized.


                              BOETTCHER PENSION INVESTORS LTD.
                              --------------------------------
                                       (Registrant)

                              By:  Boettcher Affiliated Investors L.P.
                                   Managing General Partner

                                   By:   Boettcher Properties, Ltd.
                                         Managing General Partner

                                   By:   BPL Holdings, Inc.
                                         Managing General Partner


Dated: March 17, 1997               By: /s/Thomas M. Mansheim 
                                        ---------------------
                                        Thomas M. Mansheim
                                        Treasurer; Principal
                                        Financial and Accounting
                                        Officer of the Partnership




                                       15