SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 10-Q



                  Quarterly Report Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



For the Quarter Ended                                  Commission File Number
  September 30, 1996                                         0-13624





                         I.R.E. PENSION INVESTORS, LTD.
                  (Exact name of Registrant as specified in its
                       Certificate of Limited Partnership)




        Florida                                        59-2483870
(State of Organization)                  (IRS Employer Identification Number)



1750 E. Sunrise Boulevard
Fort Lauderdale, Florida                                              33304
(Address of Principal Executive Offices)                            (Zip Code)



Registrant's telephone number, including area code: (954) 760-5200



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>


                         I.R.E. Pension Investors, Ltd.
                         (A Florida Limited Partnership)

                            Statements of Operations
     For the Nine and Three Month Periods ended September 30, 1995 and 1996
                                   (Unaudited)


                                    Nine Months Ended       Three Months Ended
                                     September 30,             September 30,
                                     -------------             -------------
                                      1995         1996       1995       1996
                                      ----         ----       ----       ----

Revenues:
Rental income                       $997,589     997,556     383,416     351,768
Interest income                      119,383     106,723      41,065      32,540
Other income                           6,572       4,497       2,150       1,674
                                    --------    --------    --------    --------
Total revenues                     1,123,544   1,108,776     426,631     385,982
                                    --------    --------    --------    --------

Costs and expenses:
Depreciation                         393,403     415,868     134,585     139,716
Property operations:
   Taxes                              52,026      51,625      17,503      17,160
   Insurance                          32,956      29,626      11,579       6,466
   Utilities                         153,666     153,376      48,900      46,582
   Property management
     fees to affiliate                60,250      60,123      23,134      21,206
   Repairs and maintenance           177,365     162,110      58,663      49,416
   Other                              65,694      95,543      24,968      37,923
General and administrative:
   To affiliates                      32,673      31,750      10,031      10,827
   Other                              25,821      20,268       4,922       4,886
Reversal of interest
   accrued related to
   the litigation                    (69,420)       --       (69,420)       --
                                    --------    --------    --------    --------
Total costs and expenses             924,434   1,020,289     264,865     334,182
                                    --------    --------    --------    --------

Net income                          $199,110      88,487     161,766      51,800
                                    ========    ========    ========    ========

Net income per weighted
    average limited partnership
    unit outstanding                $   3.09        1.37        2.51         .80
                                    ========    ========    ========    ========



                   See accompanying notes to unaudited financial statements.


<PAGE>


                         I.R.E. Pension Investors, Ltd.
                         (A Florida Limited Partnership)

                                 Balance Sheets
                    December 31, 1995 and September 30, 1996
                                   (Unaudited)


                                     Assets


                                                  December 31,     September 30,
                                                      1995               1996
                                                      ----               ----

Cash and cash equivalents                         $  624,850            547,877

Securities available for sale                      2,517,404          2,075,090

Investments in real estate:
    Office building                                7,129,075          7,205,785
Less accumulated depreciation                     (3,529,452)        (3,945,320)
                                                  ----------         ----------
         Net investment in real estate             3,599,623          3,260,465

Other assets, net                                     68,673             29,746
                                                  ----------         ----------
                                                  $6,810,550          5,913,178
                                                  ==========         ==========


                        Liabilities and Partners' Capital



Accrued expenses                                       1,987             59,405
Accounts payable and other liabilities               164,293            125,207
Due to affiliates                                     12,215             12,386
                                                  ----------         ----------
    Total liabilities                                178,495            196,998

Partners' capital:
 63,776 limited partnership units issued
    and outstanding                                6,632,055          5,716,180
                                                  ----------         ----------
                                                  $6,810,550          5,913,178
                                                  ==========         ==========






               See accompanying notes to unaudited financial statements.


<PAGE>


                         I.R.E. Pension Investors, Ltd.
                         (A Florida Limited Partnership)

                         Statement of Partners' Capital
                  For the Nine Months Ended September 30, 1996
                                   (Unaudited)


                                          Limited        General
                                         Partners        Partners       Total
                                         --------        --------       -----

Balance at December 31, 1995         $    6,650,305       (18,250)    6,632,055

Limited partner distributions            (1,004,362)          -      (1,004,362)

Net income                                   87,602           885        88,487
                                          ---------       -------     ---------

Balance at September 30, 1996        $    5,733,545       (17,365)    5,716,180
                                          =========      ========     =========



            See accompanying notes to unaudited financial statements.


<PAGE>


                         I.R.E. Pension Investors, Ltd.
                         (A Florida Limited Partnership)
                            Statements of Cash Flows
              For the Nine Months Ended September 30, 1995 and 1996
                                   (Unaudited)


                                                      1995          1996
                                                      ----          ----

Operating Activities:
   Net income                                     $  199,110        88,487
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation                                   393,403       415,868
      Non-cash portion of rental income                1,763         1,197
      Changes in operating assets and liabilities:
        Increase (decrease) in accrued expenses
         accounts payable and other liabilities,
         and due to affiliates                        (9,734)       18,503
      Decrease (increase) in other assets, net       (26,893)       37,730
                                                  ----------    ----------
        Net cash provided by operating activities    557,649       561,785
                                                  ----------    ----------

Investing Activities:
   Increase in securities available for sale      (2,481,809)   (7,711,028)
   Decrease in securities available for sale       2,377,757     8,153,342
   Property improvements                            (193,040)      (76,710)
                                                  ----------    ----------
        Net cash provided (used) in investing
         activities                                 (297,092)      365,604
                                                  ----------    ----------

Financing Activities:
   Limited partner distributions                        --      (1,004,362)
                                                  ----------    ----------
        Net cash (used) in financing activities         --      (1,004,362)
                                                  ----------    ----------

          Increase (decrease) in cash and
            cash equivalents                         260,557       (76,973)

Cash and cash equivalents at beginning of year       303,072       624,850
                                                  ----------    ----------

Cash and cash equivalents at end of quarter       $  563,629       547,877
                                                  ==========    ==========



            See accompanying notes to unaudited financial statements.


<PAGE>


                         I.R.E. Pension Investors, Ltd.
                         (A Florida Limited Partnership)

                     Notes to Unaudited Financial Statements
                               September 30, 1996


Note 1 - General

The accompanying  financial  statements have been prepared by the Partnership in
accordance with the accounting  policies described in its 1995 Annual Report and
should be read in  conjunction  with the  notes to  financial  statements  which
appear in that report.

Note 2 - Litigation

In May 1995, the lease of a tenant occupying  approximately 5,000 square feet at
Independence Tower expired.  Prior to expiration,  the Partnership  attempted to
negotiate a renewal  with the tenant,  however,  the parties  were never able to
reach  agreement.  The tenant  contended that a lease extension was agreed to by
the  parties.  The tenant  brought an action  against  the  Partnership  seeking
specific  performance  under the  lease the  tenant  claimed  exists,  or in the
alternative, damages that would be sustained by tenant if it was forced to move,
an  injunction  to keep the  Partnership  from  seeking  an order for  eviction,
damages caused by the Partnership's unfair and deceptive trade practices and for
attorneys' fees. Subsequently,  the Partnership brought an action for possession
of the  premises.  The tenant also had a note due to the  Partnership  for prior
delinquent  rent and when a default  occurred  under the terms of the note,  the
Partnership  filed suit  against the tenant and the  co-maker  under the note. A
trial was held in June 1996 regarding the possession  portion of the above and a
jury  ruled  in  favor of the  Partnership  to  remove  the  defendant  from the
premises.  In August  1996,  settlement  agreement  was reached and actions were
dismissed by both parties.

Note 3 - Other Matters

In October 1995, the Partnership  entered into an agreement to sell Independence
Tower to an unaffiliated third party for a sales price of $4.0 million,  subject
to a number of conditions pursuant to the agreement. During the first quarter of
1996,  this  agreement was  terminated in accordance  with its terms.  In August
1996,  the October 1995  agreement was  reinstated by an amendment that was also
subject to a number of conditions. The primary condition was for the prospective
buyer to  obtain  financing  on the  property.  The  prospective  buyer has made
application for financing,  however,  it is not anticipated that the lender will
be able to close the loan until late  November.  There is no assurance  that the
conditions  of the  contract  will  be met or  that  the  property  will be sold
pursuant to the agreement.

A preliminary  environmental site assessment and asbestos survey of Independence
Tower revealed the presence of asbestos containing materials. The estimated cost
to remove and replace the asbestos items is between  approximately  $1.6 million
and $2.2 million.  Implementation  of an operations and maintenance  program has
been initiated,  however, in the future, it may be necessary for the Partnership
to remove all remaining  asbestos in order to sell or refinance  this  property.
The Partnership will not be required to do anything with respect to the asbestos
if the property is sold to the prospective  buyer under the agreement  described
in the above paragraph.

Note 4 - Compensation to General Partners And Affiliates

During  the nine and three  month  periods  ended  September  30,  1995 and 1996
compensation to general partners and affiliates were as follows:

                                       Nine Months Ended    Three Months Ended
                                        September 30,         September 30,
                                        -------------         -------------
                                       1995      1996        1995       1996
                                       ----      ----        ----       ----

Reimbursement for
 administrative and
 accounting services               $   32,673    31,750      10,031     10,827
Property management fees               60,250    60,123      23,134     21,206
                                       ------    -------     ------    -------
Total                              $   92,923    91,873      33,165     32,033
                                       =======   ======      ======     ======


Note 5 - Securities Available for Sale

The Partnership  holds  securities  available for sale which are carried at fair
value, with any related  unrealized  appreciation or depreciation  reported as a
separate component of partners' capital.  At December 31, 1995 and September 30,
1996 the cost of securities available for sale approximated their fair value.

Note 6 - Management Representation

In the opinion of Partnership  management,  all adjustments,  none of which were
other than normal recurring  accruals,  necessary for a fair presentation of the
accompanying financial information have been included.


<PAGE>
                         I.R.E. Pension Investors, Ltd.
                         (A Florida Limited Partnership)

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                               September 30, 1996

The Partnership owns  Independence  Tower, a 107,000 square foot office building
located in Charlotte, North Carolina.

The reason for the changes in the rental income, and property operating expenses
for the nine and three month periods ended September 30, 1996 as compared to the
comparable  period in 1995 all relate to the operations of  Independence  Tower.
Rental income  decreased  $32,000 for the three month period ended September 30,
1996 as compared to the same period in 1995  primarily  due to  additional  rent
received in September  1995, not accrued for in prior periods.  Interest  income
decreased  approximately $13,000 and $8,000 for the nine and three month periods
ended September 30, 1996, respectively,  as compared to the same periods in 1995
primarily due to decreases in funds available for investment and yields on those
investments. Depreciation expense increased approximately $22,000 and $5,000 for
the nine and three month  periods  ended  September  30 1996,  respectively,  as
compared with the prior year comparable  periods due to depreciation  related to
certain  property  improvements  made.  Insurance  expense  decreased $3,000 and
$5,000  for  the  nine  and  three  month  periods  ended  September  30,  1996,
respectively,  as compared to the comparable  periods in 1995 primarily due to a
decrease in insurance premiums.  Repairs and maintenance decreased approximately
$15,000  and $9,000 for the nine and three month  periods  ended  September  30,
1996,  respectively,  as compared to prior year comparable periods primarily due
to decreases in window  maintenance and janitorial costs.  Property  operations,
other increased  approximately  $30,000 and $13,000 for the nine and three month
periods ended September 30, 1996, respectively,  as compared to the same periods
in  1995  primarily  due  to an  increase  in  legal  fees.  Other  general  and
administrative expenses decreased approximately $6,000 for the nine month period
ended September 30, 1996, as compared to the comparable period in 1995 primarily
due to a  decrease  in  auditing  fees,  postage  and  elimination  of  interest
accruals,  during the third quarter of 1995, relating to litigation.  During the
quarter  ended  September 30, 1995,  the interest that had been accrued  through
June 30, 1995 of  approximately  $69,000 for  litigation was reversed based upon
the determination that the Partnership had no ongoing claims against it.

A summary of the Partnership's cash flows is as follows:

                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                      1995               1996
                                                      ----               ----
Net cash provided (used) by:
Operating activities                              $  557,649            561,785
Investing activities                                (297,092)           365,604
Financing activities                                    --           (1,004,362)
                                                  ----------         ----------

                                                  $  260,557            (76,973)
                                                  ==========         ==========

The changes in operating  activities  were impacted by the changes in net income
described above and the changes in operating assets and liabilities  between the
periods.  Investing activities included an increase and a decrease in securities
available for sale related to the  redemption and purchase of treasury bills and
property  improvements related to Independence Tower. Such improvements normally
are  incurred in  connection  with the  obtaining  or renewal of tenant  leases.
Although there are no significant  improvements  contemplated  for the property,
improvement  costs will be incurred in connection  with the obtaining or renewal
of tenant  leases.  Any costs  related to the asbestos  removal and  replacement
issue discussed below would be considered  property  improvements  subject to an
impairment  test for the property.  Present costs of  implementing an operations
and  maintenance  program  for  the  asbestos  issue  are  considered  a cost of
operations. Financing activities for 1996 reflect a cash distribution to limited
partners of $15.75 per unit.

At September 30, 1996, the  Partnership had  approximately  $548,000 of cash and
cash  equivalents and  approximately  $2.1 million in Treasury Bills included in
securities  available for sale. A  distribution  of  approximately  $1.0 million
($15.75 per limited  partnership  unit) was paid on May 31, 1996 to unit holders
of record on May 15, 1996.  Management is of the opinion that the  Partnership's
liquidity,  based on its current  activities and after the above distribution is
adequate to meet  anticipated,  normal  operating  requirements  during the near
term.  The costs of  asbestos  removal at  Independence  Tower is  estimated  at
between $1.6 million and $2.2 million and the Partnership has retained funds for
such  removal if it  becomes  necessary.  Should the cost of removal  exceed the
above  estimates,  it may need to be funded through  financing of this property.
Implementation  of an operations  and  maintenance  program has been  initiated;
however,  in the future it may be necessary  for the  Partnership  to remove all
remaining  asbestos in order to sell or refinance the property.  The Partnership
will not be required to do anything with respect to the asbestos if the property
is sold to the prospective buyer under the agreement  described in the paragraph
below.

In addition to the items discussed above, the Partnership's  long term prospects
will be primarily  effected by future occupancy levels and rental rates achieved
at Independence  Tower. Due to the uncertain economic climate in general and the
real estate market in particular,  management  cannot  reasonably  determine the
Partnership's long term liquidity position.

In October 1995, the Partnership  entered into an agreement to sell Independence
Tower to an unaffiliated third party for a sales price of $4.0 million,  subject
to a number of conditions pursuant to the agreement. During the first quarter of
1996,  this  agreement was  terminated in accordance  with its terms.  In August
1996,  the October 1995  agreement was  reinstated by an amendment that was also
subject to a number of conditions. The primary condition was for the prospective
buyer to  obtain  financing  on the  property.  The  prospective  buyer has made
application for financing,  however,  it is not anticipated that the lender will
be able to close the loan until late  November.  There is no assurance  that the
conditions  of the  contract  will  be met or  that  the  property  will be sold
pursuant to the agreement.

Except for historical  information  contained  herein,  the matters discussed in
this  report are  forward-looking  statements  made  pursuant to the safe harbor
provisions   of  the   Securities   Litigation   Reform   Act  of  1995.   These
forward-looking  statements are based largely on the Company's  expectations and
are subject to a number of risks and  uncertainties,  including  but not limited
to, economic,  competitive and other factors affecting the Company's operations,
markets, products and services, expansion strategies and other factors discussed
elsewhere  in this  report  and the  documents  filed  by the  Company  with the
Securities  and  Exchange  Commission.  Many of these  factors  are  beyond  the
Company's   control.   Actual  results  could  differ   materially   from  these
forward-looking statements. In light of these risks and uncertainties, there can
be no assurance that the  forward-looking  information  contained in this report
will, in fact, occur.

<PAGE>


                           Part II - Other Information
                               September 30, 1996


Item 1 - Legal Proceedings

Knight  Communications,  Inc. v. I.R.E.  Pension  Investors,  Ltd., In the North
Carolina Superior Court Division 95-CVS-7381.  I.R.E. Pension Investors, Ltd. v.
Knight   Communications,   Inc.  North   Carolina   District  Court  Division  -
95-CVD-9645.  I.R.E.  Pension  Investors,  Ltd. v.  Randall  Knight in the North
Carolina Superior Court Division 96-CVS-1383. In May 1995, the lease of a tenant
occupying  approximately 5,000 square feet at Independence Tower expired.  Prior
to expiration, the Partnership attempted to negotiate a renewal with the tenant,
however,  the parties were never able to reach  agreement.  The tenant contended
that a lease  extension  was agreed to by the  parties.  The  tenant  brought an
action against the Partnership seeking specific  performance under the lease the
tenant claimed exists, or in the alternative, damages that would be sustained by
tenant if it was forced to move,  an  injunction  to keep the  Partnership  from
seeking an order for eviction,  damages caused by the  Partnership's  unfair and
deceptive trade practices and for attorneys' fees. Subsequently, the Partnership
brought an action for possession of the premises. The tenant also had a note due
to the Partnership for prior  delinquent rent and when a default  occurred under
the terms of the note,  the  Partnership  filed suit  against the tenant and the
co-maker  under the note. A trial was held in June 1996 regarding the possession
portion of the above and a jury ruled in favor of the  Partnership to remove the
defendant from the premises.  In August 1996, a settlement agreement was reached
and the actions were dismissed by both parties.



Item 2 through 5

        Not applicable.

Item 6 - Exhibits and Reports on Form 8-K

a)      Exhibit 27 - Financial Data Schedule

b)      No report on Form 8-K was filed during the quarter ended
        September 30, 1996.



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                         I.R.E. PENSION INVESTORS, LTD.
                                         Registrant
                                   By:   I.R.E. Pension Advisors, Corp.
                                         Managing General Partner of Registrant




Date: November 8, 1996             By:   /s/ Glen R. Gilbert
                                         -------------------
                                         Glen R. Gilbert, Senior Vice President
                                           and Chief Financial Officer