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 June 30, 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 0-13348
                       -------

                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
            -------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Illinois                                      36-3314331    
-------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer  
incorporation or organization)                      Identification No.)

2355 Waukegan Road
Bannockburn, Illinois                                     60015    
----------------------------------------            ------------------- 
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code (847) 267-1600
                                                   --------------

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     
    -----     -----
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                                BALANCE SHEETS
                     June 30, 1997 and December 31, 1996 
                                  (Unaudited)

                                    ASSETS
                                                 1997             1996
                                             ------------     ------------
Cash and cash equivalents                  $   7,759,083    $  66,445,811
Accounts and accrued interest receivable         505,862          498,779
Prepaid expenses                                                  139,249
Deferred expenses, net of accumulated
  amortization of $84,149 in 1997 and
  $336,570 in 1996                               223,099          445,672
                                             ------------     ------------
                                               8,488,044       67,529,511
                                             ------------     ------------
Investment in real estate:
  Land                                         3,268,314        9,442,435
  Buildings and improvements                  27,605,947       44,700,462
                                             ------------     ------------
                                              30,874,261       54,142,897
  Less accumulated depreciation               13,302,466       18,141,065
                                             ------------     ------------
Investment in real estate, net of
  accumulated depreciation                    17,571,795       36,001,832
                                             ------------     ------------
                                           $  26,059,839    $ 103,531,343
                                             ============     ============

                       LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                           $     138,726    $     402,217
Due to affiliates                                147,619          117,602
Security deposits                                146,193          246,359
                                             ------------     ------------
    Total liabilities                            432,538          766,178
                                             ------------     ------------
Commitments and contingencies

Affiliates' participation in joint ventures    1,507,140        1,688,317
                                             ------------     ------------
Limited Partners' capital (939,587 Interests
  issued and outstanding)                     24,899,059      101,505,282
General Partner's deficit                       (778,898)        (428,434)
                                             ------------     ------------
    Total partners' capital                   24,120,161      101,076,848
                                             ------------     ------------
                                           $  26,059,839    $ 103,531,343
                                             ============     ============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                       STATEMENTS OF INCOME AND EXPENSES
                for the six months ended June 30, 1997 and 1996
                                  (Unaudited)
                                                 1997             1996
                                             ------------     ------------
Income:
  Rental income                            $   2,207,340    $   9,610,647
  Service income                                 331,842        1,082,326
  Interest on short-term investments             473,846          583,146
  Participation in income of joint venture
    with an affiliate                                              60,109
                                             ------------     ------------
    Total income                               3,013,028       11,336,228
                                             ------------     ------------
Expenses:
  Depreciation                                   632,685        1,633,040
  Amortization of deferred expenses              359,139          125,575
  Property operating                           1,225,176        3,829,101
  Real estate taxes                              236,610        1,029,659
  Property management fees                        97,851          362,881
  Administrative                                 361,958          530,476
                                             ------------     ------------
    Total expenses                             2,913,419        7,510,732
                                             ------------     ------------
Income before net gain on sales of properties
  and affiliates' participation in
  joint ventures                                  99,609        3,825,496
Net gain on sales of properties                6,670,023
Affiliates' participation in income from
  joint ventures                                                 (694,540)
                                             ------------     ------------
Net income                                 $   6,769,632    $   3,130,956
                                             ============     ============
Net income allocated to General Partner             None    $     449,568
                                             ============     ============
Net income allocated to Limited Partners   $   6,769,632    $   2,681,388
                                             ============     ============
Net income per Limited Partnership Interest
  (939,587 issued and outstanding)         $        7.20    $        2.85
                                             ============     ============
Distributions to General Partner           $     350,464    $     700,928
                                             ============     ============
Distributions to Limited Partners          $  83,375,855    $   6,308,340
                                             ============     ============
Distribution per Limited Partnership Interest:
  Taxable                                  $        2.60    $        5.20
                                             ============     ============
  Tax-exempt                               $      100.46    $        6.92
                                             ============     ============
                                              
The accompanying notes are an integral part of the financial statements.
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                       STATEMENTS OF INCOME AND EXPENSES
                 for the quarters ended June 30, 1997 and 1996
                                  (Unaudited)

                                                 1997             1996
                                             ------------     ------------
Income:
  Rental income                            $     780,687    $   4,810,548
  Service income                                  87,832          643,157
  Interest on short-term investments             134,423          269,130
  Participation in income of joint venture
    with an affiliate                                              27,542
                                             ------------     ------------
    Total income                               1,002,942        5,750,377
                                             ------------     ------------
Expenses:
  Depreciation                                   267,743          816,520
  Amortization of deferred expenses                5,636           63,948
  Property operating                             410,267        2,091,146
  Real estate taxes                               63,820          511,985
  Property management fees                        38,971          179,979
  Administrative                                 188,357          381,133
                                             ------------     ------------
    Total expenses                               974,794        4,044,711
                                             ------------     ------------
Income before affiliates' participation in    
  joint ventures                                  28,148        1,705,666
Affiliates' participation in income from
  joint ventures                                                 (313,690)
                                             ------------     ------------
Net income                                 $      28,148    $   1,391,976
                                             ============     ============
Net (loss) income allocated to General 
  Partner                                  $    (138,507)   $     206,888
                                             ============     ============
Net income allocated to Limited Partners   $     166,655    $   1,185,088
                                             ============     ============
Net income per Limited Partnership Interest
  (939,587 issued and outstanding)         $        0.18    $        1.26
                                             ============     ============
Distribution to General Partner                     None    $     350,464
                                             ============     ============
Distribution to Limited Partners           $  22,329,747    $   3,154,170
                                             ============     ============
Distribution per Limited Partnership Interest:
  Taxable                                           None    $        2.60
                                             ============     ============
  Tax-exempt                               $       27.00    $        3.46
                                             ============     ============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                           STATEMENTS OF CASH FLOWS
                for the six months ended June 30, 1997 and 1996
                                  (Unaudited)

                                                 1997             1996
                                             ------------     ------------
Operating activities:
  Net income                               $   6,769,632    $   3,130,956
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Net gain on sales of properties         (6,670,023)
      Affiliates' participation in income
        from joint ventures                                       694,540
      Participation in income of joint
        venture with an affiliate                                 (60,109)
      Depreciation of properties                 632,685        1,633,040
      Amortization of deferred expenses          359,139          125,575
      Payment of leasing commissions            (136,566)        (213,924)
      Net change in:
        Accounts and accrued interest
          receivable                              (7,083)          (8,267)
        Prepaid expenses                         139,249          (98,794)
        Accounts payable                        (263,491)        (136,347)
        Due to affiliates                         30,017           23,362
        Accrued real estate taxes                                 (77,621)
        Security deposits                       (100,166)          40,490
                                             ------------     ------------
  Net cash provided by operating activities      753,393        5,052,901
                                             ------------     ------------

Investing activities:
   Proceeds from sales of properties          25,478,000
   Payment of selling costs                     (812,679)
   Capital contribution to joint venture 
     with an affiliate                                            (45,552)
   Distribution from joint venture with
     an affiliate                                                  15,068
   Improvements and additions to properties     (197,946)        (190,430)
                                             ------------     ------------
   Net cash provided by or used in investing 
     activities                               24,467,375         (220,914)
                                             ------------     ------------
Financing activities:
   Distributions to Limited Partners         (83,375,855)      (6,308,340)
   Distributions to General Partner             (350,464)        (700,928)
   Capital contribution from joint venture 
     partner - affiliate                          39,705
   Distributions to joint venture partners - 
     affiliates                                 (220,882)        (776,838)
                                             ------------     ------------
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                           STATEMENTS OF CASH FLOWS
                for the six months ended June 30, 1997 and 1996
                                  (Unaudited)
                                  (Continued)


  Net cash used in financing activites       (83,907,496)      (7,786,106)
                                             ------------     ------------

Net change in cash and cash equivalents      (58,686,728)      (2,954,119)

Cash and cash equivalents at beginning of     
  period                                      66,445,811       24,596,293
                                             ------------     ------------
Cash and cash equivalents at end of period $   7,759,083    $  21,642,174
                                             ============     ============
                                              
The accompanying notes are an integral part of the financial statements.
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
                       (An Illinois Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

1. Accounting Policies:

(a) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the provisions in the Partnership Agreement.
In order for the capital accounts of the General Partner and Limited Partners
to appropriately reflect their respective remaining economic interests as
provided for in the Partnership Agreement, the General Partner was allocated no
income in 1997 for financial statement purposes.

(b) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the six months
and quarter ended June 30, 1997, and all such adjustments are of a normal and
recurring nature.

2. Partnership Termination:

The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Partnership sold four properties, including two
in which the Partnership owned a majority joint venture interest, and the
property in which the Partnership held a minority joint venture interest. The
majority of the proceeds from the sales of these properties were distributed to
Tax-exempt Limited Partners in October 1996 and January 1997. During February
1997, the Partnership sold the Ammendale Technology Park - Phase I and 100
Ashford Center North office buildings. The majority of the proceeds from the
sales of these properties were distributed to Tax-exempt Limited Partners in
April 1997. During July 1997,the Partnership sold the Bingham Farms Office
Plaza - Phase V. The majority of the proceeds from the sale of this property
will be distributed to Tax-exempt Limited Partners in October 1997. The
Partnership has entered into a contract to sell its remaining property, the
Ross Plaza Shopping Center. The timing of the termination of the Partnership
and final distribution of cash will depend upon the nature and extent of
liabilities and contingencies which exist or may arise.  Such contingencies may
include legal and other fees stemming from litigation involving the
Partnership, including, but not limited to, the lawsuits discussed in Note 6 of
Notes to Financial Statements. In the absence of any contingency, the reserves
will be paid within twelve months of the last property being sold.  In the
event a contingency exists, reserves may be held by the Partnership for a
longer period of time.
<PAGE>
3. Transactions with Affiliates:

Fees and expenses paid and payable by the Partnership to affiliates during the
six months and quarter ended June 30, 1997 are:

                                           Paid
                                    ----------------------
                                     Six Months    Quarter      Payable
                                    ------------  ---------    ----------     
   Reimbursement of expenses to
     the General Partner, at cost    $76,957     $34,401       $147,619

4. Property Sales:

(a) In February 1997, the Partnership sold the 100 Ashford Center North office
building in an all cash sale for $17,746,000. From the proceeds of the sale,
the Partnership paid $392,666 in selling costs. The basis of the property was
$10,604,363, which is net of accumulated depreciation of $4,755,475. For
financial statement purposes, the Partnership recognized a gain of $6,748,971
from the sale of the property.

(b) In February 1997, the Partnership sold the Ammendale Technology Park -
Phase I office building in an all cash sale for $7,732,000. From the proceeds
of the sale, the Partnership paid $420,013 in selling costs. The basis of the
property was $7,390,935, which is net of accumulated depreciation of $715,809.
For financial statement purposes, the Partnership recognized a loss of $78,948
from the sale of the property.

5. Affiliates' Participation in Joint Ventures:

(a) The 1275 K Street office building was owned by a joint venture consisting
of the Partnership and an affiliate. During December 1996, the joint venture
sold the property. Pursuant to the sale agreement, $2,287,500 of the sale
proceeds was retained by the Partnership and is unavailable for distribution
until September 1997. The affiliate's share of these proceeds is $903,105.

(b) The Westech 360 office building was owned by a joint venture consisting of
the Partnership and an affiliate. During December 1996, the joint venture sold
the property. Pursuant to the sale agreement, $1,395,000 of the sale proceeds
was retained by the Partnership and is unavailable for distribution until
September 1997. The affiliate's share of these proceeds is $604,035.

6. Contingencies:

(a) The Partnership is currently involved in a lawsuit whereby the Partnership,
the General Partner and certain third parties have been named as defendants
seeking damages relating to tender offers to purchase interests in the
Partnership and nine affiliated partnerships initiated by the third party
defendants in 1996. The defendants continue to vigorously contest this action.
The action has been dismissed with prejudice and plaintiffs have filed an
appeal. It is not determinable at this time whether or not an unfavorable
decision in this action would have a material adverse impact on the financial
position, operations and liquidity of the Partnership. The Partnership believes
it has meritorious defenses to contest the claims.
<PAGE>
(b) The Partnership is currently involved in a lawsuit whereby the Partnership
and certain affiliates have been named as defendants alleging certain federal
securities law violations with regard to the adequacy and accuracy of
disclosures of information concerning, as well as the marketing efforts related
to, the offering of the Limited Partnership Interests of the Partnership. The
defendants continue to vigorously contest this action. A plaintiff class has
not yet been certified, and no determination of the merits have been made. It
is not determinable at this time whether or not an unfavorable decision in this
action would have a material adverse impact on the financial position,
operations and liquidity of the Partnership. The Partnership believes it has
meritorious defenses to contest the claims.

7. Subsequent Event:

In July 1997, the Partnership sold the Bingham Farms Office Plaza - Phase V in
an all cash sale for $11,200,000. From the proceeds of the sale, the
Partnership paid $350,025 in selling costs. The basis of the property was
$9,646,119, which is net of accumulated depreciation of $6,681,081. For
financial statement purposes, the Partnership will recognize a gain of
approximately $1,204,000 from the sale of the property during the third quarter
of 1997.
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
                       (An Illinois Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS

Balcor Equity Pension Investors-II A Real Estate Limited Partnership (the
"Partnership") is a limited partnership formed in 1984 to make first mortgage
loans and to invest in and operate income-producing real property. The
Partnership raised $234,896,750 through the sale of Limited Partnership
Interests and utilized these proceeds to fund seven loans and acquire five real
property investments and a minority joint venture interest in one additional
real property. Subsequently, the Partnership acquired three properties through
foreclosure on loans and accepted prepayments on four additional loans. During
1996, the Partnership sold four properties and the property in which the
Partnership held a minority joint venture interest. During February 1997, the
Partnership sold two additional properties and during July 1997 sold the
Bingham Farms Office Plaza - Phase V.  Currently, the Partnership has entered
into a contract for the sale of its remaining property, the Ross Plaza Shopping
Center.

Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1996 for a more complete understanding of
the Partnership's financial position.

Operations
----------

Summary of Operations
---------------------

The Partnership recognized a gain in connection with the February 1997 sale of
the 100 Ashford Center North office building which resulted in an increase in
net income for the six months ended June 30, 1997 as compared to the same
period in 1996. This increase in net income was partially offset by a decrease
in income from operations as a result of the 1996 and 1997 sales of the
Partnership's properties.  The sale of the properties which were generating
income resulted in a decrease in net income during the quarter ended June 30,
1997 as compared to the same period in 1996.  Further discussion of the
Partnership's operations is summarized below.


1997 Compared to 1996
---------------------

Unless otherwise noted, discussions of fluctuations between 1997 and 1996 refer
to both the six months and quarters ended June 30, 1997 and 1996.
<PAGE>
The Partnership sold the Spalding Bridge Apartments and the 1275 K Street,
Denver Centerpoint, and Westech 360 office buildings during 1996. In addition,
the Partnership sold the Ammendale Technology Park - Phase I and 100 Ashford
Center North office buildings during February 1997. As a result, rental income,
service income, depreciation, property operating expenses, real estate taxes
and property management fees decreased during 1997 as compared to 1996.

Higher average cash balances were available in 1996 primarily due to the timing
of the distribution of the proceeds received by the Partnership from the
Colonial Coach and Castlewood West loan prepayment.  This resulted in a
decrease in interest income on short-term investments during 1997 as compared
to 1996.

The Partnership participated in the operations of the Pacific Center office
building, in which it held a joint venture interest, prior to its sale in 1996.
As a result of the sale, the Partnership's participation in income of joint
venture with an affiliate ceased during 1996.
 
In connection with the first quarter 1997 sales of the Ammendale Technology
Park - Phase I and 100 Ashford Center North office buildings, the Partnership
wrote off the remaining unamortized leasing commissions related to the
properties. As a result, amortization of deferred expenses increased during the
six months ended June 30, 1997 as compared to the same period in 1996.  In
addition, as a result of the first quarter 1997 property sales as well as the
1996 sales, amortization of deferred expenses decreased during the quarter
ended June 30, 1997 as compared to the same period in 1996.

The Partnership incurred higher consulting and postage costs in connection with
its response to a tender offer during the second quarter of 1996. As a result,
administrative expenses decreased during 1997 as compared to 1996.
 
The Partnership sold the 100 Ashford Center North office building in February
1997 and recognized a gain of $6,748,971 on the property sale. The Partnership
sold the Ammendale Technology Park - Phase I office building in February 1997
and recognized a loss of $78,948 on the property sale. See Note 4 of Notes to
Financial Statements for additional information.

The 1275 K Street and Westech 360 office buildings were owned through joint
ventures with affiliates. The affiliates participated in the operations of the
properties prior to their sales in 1996. As a result of the sales, the
affiliates' participation in income from joint ventures ceased during 1996.
 
Liquidity and Capital Resources
------------------------------

The cash position of the Partnership as of June 30, 1997 decreased by
approximately $58,687,000 as compared to December 31, 1996 primarily due to the
January 1997 and April 1997 distributions to Tax-exempt Limited Partners from
1996 property sale proceeds, which was partially offset by the proceeds
received from the February 1997 property sales. Cash flow of approximately
$753,000 provided by the Partnership's operating activities includes cash flow
<PAGE>
from property operations and interest income on short-term investments, which
were partially offset by the payment of administrative expenses. Investing
activities consisted of net proceeds received from the sales of the Ammendale
Technology Park - Phase I and 100 Ashford Center North office buildings
totaling approximately $24,665,000, less improvements to the Ross Plaza
Shopping Center of approximately $198,000. Financing activities consisted of
distributions to the Partners of approximately $83,726,000 and a net
distribution to the affiliated joint venture partners of approximately
$181,000.  

The Partnership defines cash flow generated from its properties as an amount
equal to the property's revenue receipts less property related expenditures.
The Ammendale Technology Park - Phase I office building generated positive cash
flow in 1997 prior to its sale.  This property generated a marginal cash flow
deficit during the six months ended June 30, 1996 due to significant leasing
costs incurred in 1996.  The 100 Ashford Center North office building generated
positive cash flow during 1996 and prior to its sale in 1997.  The Bingham
Farms Office Plaza - Phase V and the Ross Plaza Shopping Center both generated
positive cash flow during the six months ended June 30, 1996 and 1997.  The
four properties sold in 1996 and the property in which the Partnership held a
minority joint venture interest, which was also sold in 1996, all generated
positive cash flow during the six months ended June 30, 1996.  As of June 30,
1997, the occupancy rate at the Ross Plaza Shopping Center was 89%. 

The Partnership sold four properties and the property in which the Partnership
held a minority joint venture interest in 1996, and the Partnership sold three
additional properties in 1997, as discussed below. The Partnership has entered
into a contract for the sale of its remaining property, the Ross Plaza Shopping
Center, for a sale price of $10,250,000. The timing of the termination of the
Partnership and final distribution of cash will depend upon the nature and
extent of liabilities and contingencies which exist or may arise.  Such
contingencies may include legal and other fees stemming from litigation
involving the Partnership including, but not limited to, the lawsuits discussed
in Note 6 of Notes to Financial Statements. In the absence of any contingency,
the reserves will be paid within twelve months of the last property being sold.
In the event a contingency exists, reserves may be held by the Partnership for
a longer period of time.

In February 1997, the Partnership sold the 100 Ashford Center North office
building in an all cash sale for $17,746,000. From the proceeds of the sale,
the Partnership paid $392,666 in selling costs. Pursuant to the terms of the
sale, $1,100,000 of the proceeds will be retained by the Partnership until
November 1997. In accordance with the Partnership Agreement, the Partnership
distributed the remaining available proceeds to the Tax-exempt Limited Partners
in April 1997.  

In February 1997, the Partnership sold the Ammendale Technology Park - Phase I
office building in an all cash sale for $7,732,000. From the proceeds of the
sale, the Partnership paid $420,013 in selling costs. Pursuant to the terms of
the sale, $229,096 of the proceeds will be held in escrow until November 1997.
In accordance with the Partnership Agreement, the Partnership distributed the
remaining available proceeds to the Tax-exempt Limited Partners in April 1997.
<PAGE>
In July 1997, the Partnership sold the Bingham Farms Office Plaza - Phase V in
an all cash sale for $11,200,000. From the proceeds of the sale, the
Partnership paid $350,025 in selling costs.  In accordance with the Partnership
Agreement, the Partnership will distribute the available proceeds to the
Tax-exempt Limited Partners in October 1997.

The 1275 K Street office building was owned by a joint venture consisting of
the Partnership and an affiliate. During December 1996, the joint venture sold
the property. Pursuant to the sale agreement, $2,287,500 of the sale proceeds
is retained by the Partnership and is unavailable for distribution until
September 1997. The affiliate's share of these proceeds is $903,105.

The Westech 360 office building was owned by a joint venture consisting of the
Partnership and an affiliate. During December 1996, the joint venture sold the
property. Pursuant to the sale agreement, $1,395,000 of the sale proceeds is
retained by the Partnership and is unavailable for distribution until September
1997. The affiliate's share of these proceeds is $604,035.

To date, Limited Partners have received cash distributions aggregating
approximately $117 per $250 Taxable Interest, of which $91 represents Net Cash
Receipts and $26 represents Net Cash Proceeds, and $252 per $250 Tax-exempt
Interest, of which $121 represents Net Cash Receipts and $131 represents Net
Cash Proceeds. In light of results to date, the Taxable Limited Partners will
not receive aggregate distributions from the Partnership equal to their
original investment. However, Taxable Limited Partners will receive amounts
allocated to the Repurchase Fund.
  
In accordance with the Partnership Agreement, Net Cash Proceeds from property
sales are being allocated to the Tax-exempt Limited Partners. Taxable and
Tax-exempt Limited Partners received quarterly distributions from Net Cash
Receipts. Since all of the Partnership's properties except the Ross Plaza
Shopping Center have been sold, the Partnership discontinued Net Cash Receipts
distributions beginning with the second quarter of 1997. Taxable Limited
Partners are not expected to receive further quarterly distributions.
Tax-exempt Limited Partners will receive future Net Cash Proceeds distributions
primarily from the sales of the Bingham Farms Office Plaza - Phase V and the
Ross Plaza Shopping Center. 
 
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners.

Changing interest rates can impact real estate values in several ways.
Generally, declining interest rates may lower the cost of capital allowing
buyers to pay more for a property whereas rising interest rates may increase
the cost of capital and lower the price of real estate.

Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
                       (An Illinois Limited Partnership)

                          PART II - OTHER INFORMATION

Item 5. Other Information
-------------------------

Bingham Farms Office Plaza - Phase V
------------------------------------
As previously reported, on May 2, 1997, the Partnership contracted to sell the
Bingham Farms Office Plaza - Phase V, Bingham Farms, Michigan, to an
unaffiliated party, Bingham Partners, L.P., a Delaware limited partnership, for
a sale price of $12,000,000.  The Partnership and the purchaser agreed to
reduce the sale price to $11,200,000 and the sale closed on July 2, 1997.  From
the proceeds of the sale, the Partnership paid $224,000 as a brokerage
commission to an affiliate of the property manager and purchaser and $126,025
in closing costs.  The Partnership received the remaining $10,849,975 of sale
proceeds.

Ross Plaza Shopping Center
--------------------------
In 1985, the Partnership acquired the Ross Plaza shopping center (formerly
known as Century Square Shopping Center), Federal Way, Washington, utilizing
approximately $12,218,000 of offering proceeds.

On July 30, 1997, the Partnership contracted to sell the property for a sale
price of $10,250,000 to an unaffiliated party, The Fremont Group, LLC, a
Connecticut limited liability company.  The purchaser has deposited $250,000
into an escrow account as earnest money.  The remaining portion of the sale
price will be payable in cash at closing, which is scheduled to occur on August
27, 1997.  From the proceeds of the sale, the Partnership will pay $256,250 as
a brokerage commission to an affiliate of the third party providing property
management services for the property.  The Partnership will receive the
remaining proceeds of approximately $9,994,000, less closing costs.  Of such
proceeds, $250,000 will be retained by the Partnership and will not be
available for use or distribution by the Partnership until 90 days after
closing.  Neither the General Partner nor any affiliate will receive a
brokerage commission in connection with the sale of the property.  The General
Partner will be reimbursed by the Partnership for actual expenses incurred in
connection with the sale of the property. 

An affiliate of the Partnership has contracted to sell one other property to
the purchaser.  

The closing is subject to the satisfaction of numerous terms and conditions.
There can be no assurance that all of the terms and conditions will be complied
with and, therefore, it is possible the sale of the property may not occur.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------

(a) Exhibits:

(4) Forms of Subscription Agreements, previously filed as Exhibits 4.1.1 and
4.1.2 to Amendment No. 2 dated September 20, 1984 to the Registrant's
Registration Statement (Registration No. 2-91810) and to Amendment No. 1 dated
January 25, 1985 to the Registrant's Registration Statement (Registration No.
2-95409) and Form of Confirmation regarding Interests in the Registrant set
forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for the quarter
ended September 30, 1992 (Commission File No. 0-13348) are incorporated herein
by reference.

(10) Material Contracts:

(i) Agreement of Sale and attachments thereto relating to the sale of the 1275
K Street Building, Washington, D.C., previously filed as Exhibit (2) to the
Registrant's Report on Form 8-K dated November 29, 1996, is incorporated herein
by reference.

(ii) (a) Agreement of Sale and attachment thereto relating to the sale of the
100 Ashford Center North office building, Atlanta, Georgia, previously filed as
Exhibit (2) to the Registrant's Report on Form 8-K dated January 20, 1997, is
hereby incorporated herein by reference.

(b) Letter Agreement relating to the sale of the 100 Ashford Center North
Office Building, Atlanta, Georgia, previously filed as Exhibit (10)(ii)(b) to
the Registrant's Report on Form 10-K for the year ended December 31, 1996 is  
incorporated herein by reference.

(iii) (a) Agreement of Sale and attachment thereto relating to the sale of
Bingham Farms Office Plaza - Phase V, Bingham Farms, Michigan, previously filed
as Exhibit (10)(iv) to the Registrant's Report on Form 10-Q for the quarter
ended March 31, 1997 is hereby incorporated by reference.

(iii) (b) First Letter Amendment to Agreement of Sale relating to the sale of
Bingham Farms Office Plaza - Phase V, Bingham Farms, Michigan, is attached
hereto.

(iii) (c) Second Amendment to Agreement of Sale relating to the sale of Bingham
Farms Office Plaza - Phase V, Bingham Farms, Michigan, is attached hereto.
 
(iv) Agreement of Sale and attachment thereto relating to the sale of the Ross
Plaza Shopping Center, Federal Way, Washington, is attached hereto.

(27) Financial Data Schedule of the Registrant for the six months ending June
30, 1997 is attached hereto.

(b) Reports on Form 8-K: No Reports on Form 8-K were filed during the quarter
ended June 30, 1997.
<PAGE>
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.


                              BALCOR EQUITY PENSION INVESTORS-II
                              A REAL ESTATE LIMITED PARTNERSHIP



                              By:  /s/ Thomas E. Meador                    
                                  -----------------------------
                                  Thomas E. Meador
                                  President and Chief Executive Officer       
                                  (Principal Executive Officer) of Balcor      
                                  Equity Partners-II, the General Partner



                              By:  /s/ Jayne A. Kosik
                                  ------------------------------
                                  Jayne A. Kosik
                                  Managing Director and Chief Financial 
                                  Officer (Principal Accounting Officer) of 
                                  Balcor Equity Partners-II, the General
                                  Partner



Date:  August 7, 1997
      -----------------
<PAGE>