<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-Q/A
                                AMENDMENT No. 1

(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>
 
                                     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              11
 
PART II.  Other Information
 
          Item 6.  Exhibits and Reports on Form 8-K                     15
 
SIGNATURE                                                               16

                                       2
<PAGE>
 
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
    Less:  accumulated depreciation                    -      (557,822)
                                              ----------    ----------
                                                       -     5,977,943
Real estate held for sale                      6,035,967             -
Cash and cash equivalents at cost,
  which approximates market value                747,197       667,934
Deferred leasing costs, net of
  accumulated amortization of
  $34,414                                              -        60,756
Accounts receivable and other assets, net
  of allowances of $79,592 and $77,727,
  respectively                                    46,121        42,918
                                              ----------    ----------
                                              $6,829,285    $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:
  General partners                               (35,857)      (35,857)
  Limited partners                               949,094       894,949
                                              ----------    ----------
    Total partners' capital                      913,237       859,092
                                              ----------    ----------
                                              $6,829,285    $6,749,551
                                              ==========    ==========
</TABLE>
See accompanying notes to financial statements.

                                       3
<PAGE>
 
                        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                    -    49,364
  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         -
                                            --------  --------
                                             234,747   305,399
                                            --------  --------
 
    Net earnings                            $ 54,145  $  3,473
                                            ========  ========
 
Net earnings per limited
  partnership unit using the weighted
  average number of limited partnership
  units outstanding of 10,717                  $5.05      $.32
                                            ========  ========
 
</TABLE>
See accompanying notes to financial statements.

                                       4
<PAGE>
 
                        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                         -     54,145     54,145
                                            ---------   --------   --------
 
   Capital (deficit) at January 31, 1997    $ (35,857)  $949,094   $913,237
                                               ======    =======    =======
 
</TABLE>

   See accompanying notes to financial statements.

                                       5
<PAGE>
 
                        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                                           $ 54,145   $  3,473
  Adjustments to reconcile net earnings
    to net cash provided by
    operating activities:
      Depreciation and amortization                             -     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 -
  Addition to real estate held for sale                    (2,732)         -
  Increase in deferred leasing costs                            -     (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>

                       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.

     In October 1996, the American Institute of Certified Public Accountants
     issued Statement of Position ("SOP") 96-1, Environmental Remediation
     Liabilities. SOP 96-1 will be adopted by the Partnership during fiscal 1997
     and will require, among other things, environmental remediation liabilities
     to be accrued when the criteria of SFAS No. 5, Accounting for
     Contingencies, have been met. The SOP also provides guidance with respect
     to the measurement of the remediation costs and therefore, adoption of this
     new statement will not have a material impact on the Partnership's
     financial position, results of operations or liquidity.

     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.

                                       7
<PAGE>

                       BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)

                         Notes to Financial Statements
                               January 31, 1997
                                  (unaudited)

--------------------------------------------------------------------------------
 
     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 effect 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.

     Impairment of Long-Lived Assets
     In March of 1995, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards No. 121 ("SFAS 121"), effective
     for fiscal years beginning after December 15, 1995.  SFAS 121 requires
     impairment losses to be recorded on long-lived assets used in operations
     when indicators of impairment are present and the undiscounted cash flows
     estimated to be generated by those assets are less than the assets'
     carrying amount.  SFAS 121 also addresses the accounting for long-lived
     assets that are expected to be disposed of.  The Partnership adopted SFAS
     121 effective with its fiscal year beginning November 1, 1996.

                                       8
<PAGE>
 
                       BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)

                         Notes to Financial Statements
                               January 31, 1997
                                  (unaudited)

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

     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.  Upon implementation of SFAS 121
     described in detail above, deferred leasing costs have been included in
     real estate held for sale on the balance sheet.

     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 

                                       9
<PAGE>

                       BOETTCHER PENSION INVESTORS LTD.
                            (A Limited Partnership)

                         Notes to Financial Statements
                               January 31, 1997
                                  (unaudited)

--------------------------------------------------------------------------------
 
     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 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.

                                       10
<PAGE>
 
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 $234,747,
resulting in net earnings of $54,145.  The Partnership's net earnings increased
$50,672 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, as well as the adoption of Statement of Financial Accounting
Standards No. 121 ("SFAS 121") in fiscal 1997. SFAS 121 requires impairment
losses to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount.  SFAS 121 also
addresses the accounting for long-lived assets that are expected to be disposed
of; specifically it requires the elimination of depreciation and amortization
related to those long-lived assets to be disposed of.  For the quarter ended
January 31, 1997, depreciation and amortization related to the Partnership's
real estate held for sale eliminated by the adoption of SFAS 121 approximated
$50,000. 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              235      305      (70)      (23%)
                           ----     ----      ---
Net earnings               $ 54     $  4       50
                           ====     ====      ===
</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              235      285      (50)      18%
                           ----     ----      ---
Net earnings (loss)        $ 54     $ (5)      59
                           ====     ====      ===
</TABLE>

                                       11
<PAGE>
 
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 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 comparative summary of average occupancy and average effective rental rates
for the Partnership's properties is presented below:

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

Lindsay-Main Plaza (37,000 net rentable square feet)         (b)
Average occupancy                                         N/A          48%
                             (a)                             (b)
Average effective rental rate                             N/A         $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 $234,747,
representing a decrease of $70,652 (23%) when compared with the proforma first
quarter of fiscal 1996.  Excluding the impact of the adoption of SFAS 121,
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 

                                       12
<PAGE>
 
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 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 included
under the caption real estate held for sale on the balance sheet.  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.

                                       13
<PAGE>
 
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
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.

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<PAGE>
 
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.


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<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 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: June 10, 1997                      By:   /s/Thomas M. Mansheim
                                                -----------------------------
                                                Thomas M. Mansheim
                                                Treasurer; Principal
                                                Financial and Accounting
                                                Officer of the Partnership

 

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