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 March 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 0-13348
                       -------

                     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
                     March 31, 1997 and December 31, 1996 
                                  (Unaudited)

                                    ASSETS
                                                 1997             1996
                                             ------------     ------------
Cash and cash equivalents                  $  29,737,783    $  66,445,811
Accounts and accrued interest receivable         772,873          498,779
Prepaid expenses                                  50,118          139,249
Deferred expenses, net of accumulated
  amortization of $78,513 in 1997 and
  $336,570 in 1996                               167,590          445,672
                                             ------------     ------------
                                              30,728,364       67,529,511
                                             ------------     ------------
Investment in real estate
  Land                                         3,268,314        9,442,435
  Buildings and improvements                  27,408,001       44,700,462
                                             ------------     ------------
                                              30,676,315       54,142,897
  Less accumulated depreciation               13,034,723       18,141,065
                                             ------------     ------------
Investment in real estate, net of
  accumulated depreciation                    17,641,592       36,001,832
                                             ------------     ------------
                                           $  48,369,956    $ 103,531,343
                                             ============     ============

                       LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                           $     123,701    $     402,217
Due to affiliates                                115,121          117,602
Accrued real estate taxes                         52,265
Security deposits                                149,969          246,359
                                             ------------     ------------
    Total liabilities                            441,056          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)                     47,062,151      101,505,282
General Partner's deficit                       (640,391)        (428,434)
                                             ------------     ------------
    Total partners' capital                   46,421,760      101,076,848
                                             ------------     ------------
                                           $  48,369,956    $ 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 quarters ended March 31, 1997 and 1996
                                  (Unaudited)

                                                 1997             1996
                                             ------------     ------------
Income:
  Rental income                            $   1,426,653    $   4,800,099
  Service income                                 244,010          439,169
  Interest on short-term investments             339,423          314,016
  Participation in income of joint venture
    with an affiliate                                              32,567
                                             ------------     ------------
    Total income                               2,010,086        5,585,851
                                             ------------     ------------
Expenses:
  Depreciation                                   364,942          816,520
  Amortization of deferred expenses              353,503           61,627
  Property operating                             814,909        1,737,955
  Real estate taxes                              172,790          517,674
  Property management fees                        58,880          182,902
  Administrative                                 173,601          149,343
                                             ------------     ------------
    Total expenses                             1,938,625        3,466,021
                                             ------------     ------------
Income before net gain on sales of properties
  and affiliates' participation in
  joint ventures                                  71,461        2,119,830
Net gain on sales of properties                6,670,023
Affiliates' participation in income from
  joint ventures                                                 (380,850)
                                             ------------     ------------
Net income                                 $   6,741,484    $   1,738,980
                                             ============     ============
Net income allocated to General Partner    $     138,507    $     242,680
                                             ============     ============
Net income allocated to Limited Partners   $   6,602,977    $   1,496,300
                                             ============     ============
Net income per Limited Partnership Interest
  (939,587 issued and outstanding)         $        7.03    $        1.59
                                             ============     ============
Distribution to General Partner            $     350,464    $     350,464
                                             ============     ============
Distribution to Limited Partners           $  61,046,108    $   3,154,170
                                             ============     ============
Distribution per Limited Partnership Interest:
  Taxable                                  $        2.60    $        2.60
                                             ============     ============
  Tax-exempt                               $       73.46    $        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 quarters ended March 31, 1997 and 1996
                                  (Unaudited)

                                                 1997             1996
                                             ------------     ------------
Operating activities:
  Net income                               $   6,741,484    $   1,738,980
  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                                       380,850
      Participation in income of joint
        venture with an affiliate                                 (32,567)
      Depreciation of properties                 364,942          816,520
      Amortization of deferred expenses          353,503           61,627
      Payment of leasing commissions             (75,421)         (62,255)
      Net change in:
        Accounts and accrued interest
          receivable                            (274,094)          56,391
        Prepaid expenses                          89,131          (90,818)
        Accounts payable                        (278,516)           6,124
        Due to affiliates                         (2,481)          19,545
        Accrued real estate taxes                 52,265         (127,658)
        Security deposits                        (96,390)          11,169
                                             ------------     ------------
  Net cash provided by operating activities      204,400        2,777,908
                                             ------------     ------------

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)
   Net cash provided by or used in investing ------------     ------------
     activities                               24,665,321          (45,552)
                                             ------------     ------------
Financing activities:
   Distribution to Limited Partners          (61,046,108)      (3,154,170)
   Distribution to General Partner              (350,464)        (350,464)
   Capital contribution from joint venture 
     partner - affiliate                          39,705
   Distributions to joint venture partners -  
     affiliates                                 (220,882)        (408,613)
                                             ------------     ------------
  Net cash used in financing activites       (61,577,749)      (3,913,247)
                                             ------------     ------------
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS-II
                       A REAL ESTATE LIMITED PARTNERSHIP
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                           STATEMENTS OF CASH FLOWS
                for the quarters ended March 31, 1997 and 1996
                                  (Unaudited)
                                  (Continued)

Net change in cash and cash equivalents      (36,708,028)      (1,180,891)

Cash and cash equivalents at beginning of     
  period                                      66,445,811       24,596,293
                                             ------------     ------------
Cash and cash equivalents at end of period $  29,737,783    $  23,415,402
                                             ============     ============

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 Policy:

In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying  statements for the quarter ended March  31,
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. The  Partnership has entered  into a contract  to sell the  Bingham
Farms Office Plaza -  Phase V. The Partnership  is actively marketing for  sale
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 5 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.

3. Transactions with Affiliates:

Fees and expenses paid and payable by the Partnership to affiliates during  the
quarter ended March 31, 1997 are:
                                               
                                        Paid       Payable      
                                    ------------  ---------         
   Reimbursement of expenses to                           
     the General Partner, at cost     $42,556     $115,121   

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.
<PAGE>
(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. 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.

(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.

6. Subsequent Event:

In April 1997, the Partnership made  a distribution of $22,329,747 ($27.00  per
Tax-exempt  Interest)  to  the   holders  of  Tax-exempt  Limited   Partnership
Interests. This amount represents a  special distribution of Net Cash  Proceeds
from the sales  of the  Ammendale Technology  Park -  Phase I  and 100  Ashford
Center North office buildings.
<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.   As  of  March  31,  1997,  the
Partnership is operating  the Bingham Farms  Office Plaza -  Phase V, which  is
currently under a contract for sale and 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 on the February 1997 sale of the 100  Ashford
Center North office  building resulting in  an increase in  net income for  the
quarter ended March 31, 1997 as compared to the same period in 1996.  This gain
was partially offset by lower income  from property operations due to the  1996
sales of four properties and the sale of two additional properties in  February
1997.  Further discussion of the Partnership's operations is summarized below.

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

Discussions of fluctuations between 1997 and  1996 refer to the quarters  ended
March 31, 1997 and 1996, unless otherwise mentioned.

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.
<PAGE>
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 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 1997 as compared  to
1996.  

The Partnership incurred higher investor processing, printing and postage costs
in connection with its response  to a tender offer during  1997.  As a  result,
administrative expenses increased 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  March 31,  1997  decreased  by
approximately $36,708,000 as compared to December 31, 1996 primarily due to the
January 1997 distribution  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 $204,000 provided  by
the  Partnership's  operating  activities  includes  cash  flow  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. Financing activities  consisted of distributions  to
the Partners  of  approximately  $61,397,000  and a  net  distribution  to  the
affiliated joint venture partners  of approximately $181,000.   In April  1997,
the Partnership made  a special  Net Cash Proceeds  distribution to  Tax-Exempt
Limited Partners of approximately $22,330,000  from proceeds received from  the
first quarter 1997 property sales.  

The Partnership defines cash  flow generated from its  properties as an  amount
equal to the  property's revenue receipts  less property related  expenditures.
During 1997 and 1996, both of the properties sold in February 1997 and both  of
the remaining properties as of March 31, 1997 generated positive cash flow.
<PAGE>
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 in 1996.  As of  March 31, 1997, the occupancy rates at  the
Ross Plaza Shopping Center and  the Bingham Farms Office  Plaza - Phase V  were
91% and 96%, respectively.  

The Partnership sold four properties and the property in which the  Partnership
held a minority joint  venture interest in 1996,  and the Partnership sold  two
additional properties in February 1997, as discussed below. The Partnership has
entered into a contract to  sell the Bingham Farms Office  Plaza - Phase V  for
$12,000,000. The  Partnership  is actively  marketing  for sale  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 5 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.

In April  1997, the  Partnership  made a  special distribution  of  $22,329,747
($27.00 per  Tax-exempt  Interest)  from  Net Cash  Proceeds  pursuant  to  the
Partnership Agreement  to Tax-exempt  Limited Partners  from the  sales of  the
Ammendale Technology  Park  - Phase  I  and  100 Ashford  Center  North  office
buildings.   To  date, including  the  April 1997  cash  distribution,  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 General Partner does not anticipate that  Taxable
Limited Partners  will  recover  all of  their  original  investment.  However,
Taxable Limited Partners will share in the amounts allocated to the  Repurchase
Fund.
<PAGE>
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 a majority of the Partnership's properties have been sold,  it
is not  anticipated  that  the  Partnership  will  generate  further  Net  Cash
Receipts.   Taxable  Limited  Partners  are not  expected  to  receive  further
quarterly  distributions,   beginning  with   the  April   1997   distribution.
Tax-exempt Limited Partners will receive future Net Cash Proceeds distributions
primarily from the sales of the Partnership's remaining properties. 
 
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
-------------------------

Ross Plaza Shopping Center
--------------------------

As previously reported, on March 18,  1997, the Partnership contracted to  sell
the Ross Plaza  Shopping Center,  Federal Way, Washington,  to an  unaffiliated
party, Crosstown Asset  Corp. I, a  Delaware corporation, for  a sale price  of
$10,000,000. On April 7, 1997, the purchaser exercised its option to  terminate
the agreement of sale. Subsequently, on April 15, 1997, the Partnership and the
purchaser reinstated  the  agreement.  On  May 1,  1997,  the  purchaser  again
exercised its option  to terminate the  agreement of sale.   The earnest  money
previously deposited by  the purchaser  and interest accrued  thereon has  been
returned to the purchaser.  

Bingham Farms Office Plaza - Phase V
------------------------------------

In 1985, the  Partnership acquired the  Bingham Farms Office  Plaza - Phase  V,
Bingham  Farms,  Michigan,  utilizing  approximately  $18,404,000  of  offering
proceeds.

On May 2,  1997, the Partnership  contracted to  sell the property  for a  sale
price of  $12,000,000  to an  unaffiliated  party, Bingham  Partners,  L.P.,  a
Delaware limited partnership (the "Purchaser").  The Purchaser is an  affiliate
of Insignia Management  Group, L.P.  ("Insignia") which  is providing  property
management services for the property.  The Partnership commenced marketing  the
property for  sale in  January 1997.  As  a result  of its  marketing  efforts,
including sending  information books  to over  50 prospective  purchasers,  the
Partnership received 5 bids from qualified unaffiliated parties to purchase the
property, including that of the Purchaser. The Purchaser's bid was the  highest
of those received by the Partnership and, subsequently, the Partnership and the
Purchaser negotiated the agreement of sale.

The Purchaser has deposited $139,535 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 July 7, 1997. From the proceeds of the sale, the
Partnership will pay $240,000 as a brokerage commission to another affiliate of
the Purchaser. The Purchaser  will not pay any  of its affiliates a  commission
pursuant to its  purchase of  the property.  The Partnership  will receive  the
remaining proceeds of  approximately $11,760,000, less  closing costs.  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.
<PAGE>
An affiliate  of  the Partnership  has  simultaneously contracted  to  sell  an
adjacent phase of the 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.

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
hereby incorporated by reference.

(iii)(a) Agreement of Sale and attachment  thereto relating to the sale of  the
Ross Plaza  Shopping  Center,  Federal Way,  Washington,  previously  filed  as
Exhibit (10)(iii) to the  Registrant's Report on Form  10-K for the year  ended
December 31, 1996 is incorporated herein by reference.

(b) Due Diligence Termination Letter dated  April 7, 1997 relating to the  sale
of the Ross Plaza Shopping Center, Federal Way, Washington, is attached hereto.

(c) Ratification and Amendment of Agreement of Sale relating to the sale of the
Ross Plaza Shopping Center, Federal Way, Washington, is attached hereto.
 
(d) Second Amendment to Agreement of Sale and Escrow Agreement relating to  the
sale of the Ross  Plaza Shopping Center, Federal  Way, Washington, is  attached
hereto.
<PAGE>
(e) Due Diligence Termination Letter dated May 1, 1997 relating to the sale  of
the Ross Plaza Shopping Center, Federal Way, Washington, is attached hereto.

(iv) Agreement of Sale and attachment  thereto relating to the sale of  Bingham
Farms Office Plaza - Phase V, Bingham Farms, Michigan, is attached hereto.

(27) Financial Data Schedule of the Registrant for the quarter ending March 31,
1997 is attached hereto.

(b) Reports on Form 8-K:  A Current Report on Form  8-K dated January 20,  1997
was filed reporting the  Agreement of Sale relating  to the 100 Ashford  Center
North Office Building and the reduction of the sale price and extension of  the
closing date relating to Ammendale Technology Park - Phase I.
<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:  May 15, 1997
      -----------------
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