UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended October 31, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from None to None
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Commission file number 0-13219
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BOETTCHER PENSION INVESTORS LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code (312) 574-6000
----------------------------
Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class which registered on
------------------- ----------------------

None None
- --------------------------------------- ------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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. X Yes No
--- ---

INDEX

PART 1 Page
------ ----

Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Holders of Limited Partnership Interests 7

PART II
-------

Item 5. Market for the Registrant's Limited Partnership Interests and Related
Limited Partner Matters 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 31

PART III
--------

Item 10. Directors and Executive Officers of the Registrant 31
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and Management 33
Item 13. Certain Relationships and Related Transactions 34

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 35

SIGNATURES 42

PART I
------
Item 1. BUSINESS

General

Boettcher Pension Investors Ltd. (the "Partnership") was organized in May 1984
as a limited partnership under the Colorado Uniform Limited Partnership Act.
The Partnership's primary business has been to invest in improved and
unimproved real property on an unleveraged basis and to purchase or originate
participating mortgage loans and land lease investments. At October 31, 1996,
the Partnership owned and operated one shopping center located in Utah, Parkway
Village Shopping Center (the "Remaining Property"), which has been recorded by
the Partnership as property held for sale as discussed in Note 6 to the
Financial Statements contained in Item 8 of this report. The Remaining
Property is more fully described in Item 2 of this report. The Partnership
intends to continue to operate the Remaining Property with a view towards
disposing of it as soon as market conditions dictate and buyers are available.
Upon the sale of the Remaining Property and payment of costs of liquidation and
all remaining liabilities of the Partnership (including amounts owed to its
Managing General Partner), the Partnership intends to reduce its remaining
assets to cash, make a final distribution of cash to the Limited Partners and
subsequently dissolve.

The General Partners of the Partnership are Boettcher Affiliated Investors L.P.
and Boettcher 1984 Associates, Ltd. (the "General Partners"), both Colorado
limited partnerships. The Managing General Partner of the Partnership is
Boettcher Affiliated Investors L.P. ("BAILP" or the "Managing General Partner")
and the Associate General Partner of the Partnership is Boettcher 1984
Associates, Ltd. (the "Associate General Partner"). The general partner of
both the Managing General Partner and the Associate General Partner is
Boettcher Properties, Ltd. ("BPL"). The General Partners have exclusive
control over the business of the Partnership, which powers are exercised only
by the Managing General Partner, except for certain matters which require the
affirmative vote or consent of the Limited Partners as set forth in Sections
IV.2 and V. of the Limited Partnership Agreement of the Partnership. Such
voting or consent rights of Limited Partners include, without limitation, the
right to vote or otherwise consent to a sale of substantially all of the assets
of the Partnership, dissolution of the Partnership, transactions between the
Partnership and the General Partner or its Affiliates, amendment to the Limited
Partnership Agreement, removal of a General Partner, and other specific matters
as set forth therein.

As of October 31, 1996, the Partnership did not directly employ any
individuals; it is, however, a party to a Management Agreement with the
Managing General Partner. Under the terms of the Management Agreement, the
Managing General Partner is responsible for the day-to-day operations of the
Partnership and operating and managing its investments. All regular employees
rendering service on behalf of the Partnership are employees of BPL or its
affiliates. The real estate assets are owned directly by the Partnership and
are managed by independent, third-party property managers who perform daily
property management services.

For the fiscal year ended October 31, 1996, gross rents generated by the
Partnership's real estate investments, including reimbursements by tenants of
property operating expenses, represented

97% of total Partnership revenue. Monthly rental income is derived from tenant
leases at the properties. Lease terms vary from one year to five years for
most tenants, and to twenty-five years for major anchor tenants. The majority
of these commercial leases permit the pass through by the owner of taxes,
insurance and common area operating costs to the tenants.

Competition

The Partnership faces active competition in all aspects of its business. In
its operating stage, the Partnership competes with entities which own
properties similar in type to those owned by the Partnership. The ability of
the Partnership to compete with these entities depends on many factors,
including the location, size, condition of its facilities and the availability
of similar facilities. When comparable space is available in a general
location, the Partnership competes through rental rates and lease terms, among
other variables. Now that the Partnership is in its dissolution stage and the
Remaining Property is held for sale, the Partnership is competing with other
income-producing properties for prospective purchasers. While no statistical
information is currently available to delineate the Partnership's competitive
position, many of its competitors are believed to have assets and revenues
greater than those of the Partnership.

Cash Reserves

The Partnership is required under its Partnership Agreement to maintain cash
reserves of not less than 2% of aggregate capital contributions from limited
partners for normal repairs, replacements, working capital and other
contingencies. As of October 31, 1996, the Partnership had cash reserves of
$667,934, while the required minimum amount was $214,340. The Partnership
intends to apply cash flow generated from Partnership operations in fiscal 1997
to maintain sufficient cash reserves, as determined by the Managing General
Partner. Thereafter, the Partnership intends to pay amounts payable to the
Managing General Partner and then to distribute to limited partners operating
cash flow determined by the Managing General Partner to be in excess of amounts
required to fund anticipated liabilities of the Partnership.

The Managing General Partner is attempting to sell the Remaining Property and
liquidate the Partnership in fiscal 1997. However, there can be no assurances
that the Partnership will sell the Property in 1997. The ability of the
Partnership to sell Parkway Village may be adversely affected by the existence
and remediation of the dry cleaning solution contamination at the property,
more fully described in Note 7 to the Financial Statements contained in Item 8
of this report. The Managing General Partner believes that the sale, if
consummated, will provide net proceeds to the Partnership after the payment of
sales costs, closing costs and the mortgage payable related to Parkway Village;
however, the sale transaction may include both cash at closing and deferred
payments to the Partnership. The Partnership intends to apply net sales
proceeds to maintain sufficient cash reserves, as determined by the Managing
General Partner. Thereafter, the Partnership intends to pay all amounts
payable to the Managing General Partner and then to make distributions to
limited partners. The Partnership has entered into a listing agreement with an
unrelated real estate brokerage firm to act as the exclusive selling agent for
the Remaining Property. The Partnership has recorded this investment as
property held for sale at October 31, 1996.

Other Factors
- -------------

Seasonal weather conditions do not have a material impact on the operations of
the Remaining Property, although the usage of water, gas and electricity and
the attendant expense may vary according to the particular season and
geographic location.

Federal, state and local laws and regulations, which have been enacted or
adopted regulating the discharge of materials into the environment or otherwise
relating to the protection of the environment, do not presently have a material
effect on the operations of the Remaining Property nor on the capital
expenditures, earnings or competitive position of the Partnership other than
the possible environmental remediation described in Note 7 to the Financial
Statements contained in Item 8 of this report.

Other federal, state and local laws and regulations, including requirements of
the Americans with Disabilities Act, may require that the Partnership incur
capital expenditures to ensure compliance. At this time, it is not anticipated
that these capital expenditures will materially affect the Partnership's cash
flows.

The business of the Partnership to date has involved only one industry segment;
accordingly, all information required by Item 101(b) of Regulation S-K is
included in the Financial Statements as contained in Item 8 of this report.
The Partnership has no foreign operations.

Item 2. PROPERTIES

At October 31, 1996, the Partnership owned and operated one shopping center,
which is being held for sale, as more fully described below:

Name and Location General Character of Property
- ------------------------------- -------------------------------------

Parkway Village Shopping Center 4-building shopping center containing
2255 N. University Parkway approximately 102,000 square feet of
Provo, Utah net rentable area on approximately 10.05
acres of land.

As stated above, at October 31, 1996 the Partnership has recorded its
investment in the Remaining Property as properties held for sale. For
additional information, refer to Note 6 to the Financial Statements as
contained in Item 8 of this report.

For information regarding the indebtedness to which Parkway Village is subject,
see Note 3 to the Financial Statements as contained in Item 8 of this report.

On May 8, 1996, the Partnership sold the land, related improvements and
personal property of the retail shopping center known as Lindsay-Main Plaza
("Lindsay"), as described in more detail in Management's Discussion and
Analysis of Financial Condition and Results of Operations as contained in Item
7 of this report and Note 2 to the Financial Statements as contained in Item 8
of this report.

On October 4, 1995 the Partnership sold the land, related improvements and
personal property of the retail shopping center known as Clackamas Corner
("Clackamas"), as described in more detail in Management's Discussion and
Analysis of Financial Condition and Results of Operations as

contained in Item 7 of this report and Note 2 to the Financial Statements as
contained in Item 8 of this report.

In the opinion of the Managing General Partner, the Remaining Property is
adequately covered by insurance.

Average occupancies and average effective rental rates generated by the
Partnership's real estate investments in the last five fiscal years were as
follows:

1st 2nd 3rd 4th
Qtr Qtr Qtr Qtr Fiscal Fiscal Fiscal Fiscal Fiscal
Shopping Centers 1996 1996 1996 1996 1996 1995 1994 1993 1992
- -------------------- ----- ---- ---- ------ ------ ------ ------ ------ -----

Parkway Village
Average occupancy(b) 98% 94% 96% 98% 97% 98% 100% 99% N/A
Average effective
rental rate (a) (b) $9.32 9.96 9.28 9.50 9.52 9.13 8.95 8.37 N/A

Lindsay-Main Plaza
Average occupancy 48% 40% N/A N/A 44% (c) 45% 38% 38% 32%
Average effective
rental rate (a) $4.60 5.24 N/A N/A 4.92 (c) 5.08 5.52 5.30 5.70

Clackamas Corner
Average occupancy N/A N/A N/A N/A N/A 96% (c) 100% 84% 76%
Average effective
rental rate (a) N/A N/A N/A N/A N/A 10.54 (c) 10.61 10.82 10.92

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

(b) Average occupancies and average effective rental rates are reported only
for the Partnership's period of ownership, which began on May 5, 1993.

(c) These computations give effect to the sale of Lindsay-Main Plaza on May
8, 1996 and the sale of Clackamas Corner Shopping Center on October 4,
1995.

Parkway Village Shopping Center has one tenant occupying 10% or more of the
total rentable square footage. Albertson's Food Market is a party to a 25 year
lease expiring February 28, 2008 at the property and is a provider of full
service grocery products. The rent per annum is approximately $265,600.
Albertson's has the option of renewing the lease for nine consecutive 5-year
lease terms.

The following table sets forth, by property, a schedule of lease expirations
for the next ten years, including:

(a) the number of tenants whose leases will expire,
(b) the total area in square feet covered by such leases,
(c) the annual rental represented by such leases, and
(d) the percentage of gross annual rental represented by such leases.

As of October 31, 1996:

Parkway Village Shopping Center
- -------------------------------
Lease Expiration Dates

1997 1998 1999 2000 2001
------- -------- -------- -------- -------

No. of tenants 3 9 5 4 1
Total square footage 9,934 15,474 9,104 6,642 6,000
Annual rent $111,900 $272,700 $290,900 $233,600 478,100
% of gross annual rent 11.8% 33.9% 43.1% 41.2% 95.8%

2002 2003 2004 2005 2006
------- -------- -------- -------- -------
No. of tenants 1 0 0 0 0
Total square footage 1,575 0 0 0 0
Annual rent $99,800 $0 $0 $0 $0
% of gross annual rent 24.3% 0.0% 0.0% 0.0% 0.0%

Item 3. LEGAL PROCEEDINGS
-----------------

There are no material pending legal proceedings to which the Partnership is a
party or of which the Remaining Property is subject.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF LIMITED PARTNERSHIP
INTERESTS

There have been no matters submitted to a vote of holders of Limited
Partnership Interests (the "Units") during the fiscal year which is covered by
this report.

PART II

Item 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP INTERESTS AND RELATED
LIMITED PARTNER MATTERS

At October 31, 1996, 10,717 Units were outstanding and held by approximately
1,000 limited partners.

The Units have limited transferability. There is no public market for the
Units and it is not expected that any will develop. There are significant
restrictions relating to the transferability of Units, including the
requirement that the Managing General Partner consent to any transfer and to
any transferee becoming a substituted limited partner, which consent may be
granted or withheld at the sole discretion of the Managing General Partner. In
addition, restrictions on transfers may be imposed by federal and state
securities laws.

The Partnership Agreement provides that after January 1, 1987, under certain
circumstances, the General Partners may repurchase the Units held by limited
partners desiring to sell their Units. At October 31, 1996, the General
Partners had not established the Repurchase Fund as provided for in the
Partnership Agreement as they had not received any distribution of cash flow
from Partnership operations since the inception of the Partnership. Net
earnings for the fiscal year ended October 31, 1996 were less than the 9%
Current Distribution Preference of the limited partners as provided in the
Partnership Agreement and, accordingly, were allocated solely to the limited
partners.

Until fiscal 1996, the Partnership made consecutive quarterly cash
distributions to limited partners from cash flow generated by Partnership
operations. In fiscal 1996, the Partnership distributed a total of $760,907
($71 per $1,000 Unit) to limited partners as generated by the sale of Lindsay
Main Plaza. At the discretion of the Managing General Partner, no other
distributions were made from cash flow generated by Partnership operations in
fiscal 1996 in order to build additional cash reserves related to the
environmental contamination at Parkway Village as discussed more fully in Note
7 to the Financial Statements contained in Item 8 of this report. The
following table sets forth a summary of distributions made to limited partners
for the three years ended October 31, 1996 on an aggregate and per unit basis:

1996 1995 1994
----------------- ------------------- ----------------
Per Per Per
Distributions Total Unit Total Unit Total Unit
----------------- -------- ------- ---------- ------- -------- ------

From operations $ 14,864 $ 1.39 $ 269,287 $ 25.13 $307,261 $28.67
Return of Capital 746,043 69.61 2,431,394 226.87 201,797 18.83
-------- ------- ---------- ------- -------- ------
Total $760,907 $71.00 $2,700,681 $252.00 $509,058 $47.50
======== ======= ========== ======= ======== ======

In the future, the Partnership intends to apply cash flow generated from
Partnership operations to maintain sufficient cash reserves, as determined by
the Managing General Partner, pay amounts payable to the Managing General
Partner, and, thereafter, to distribute to limited partners operating cash flow
determined by the Managing General Partner to be in excess of amounts required
to fund anticipated liabilities of the Partnership. For additional information
on the Partnership's liquidity refer to the Liquidity and Capital Resources
section of Management's

Discussion and Analysis of Financial Condition and Results of Operations as
contained in Item 7 of this report.

The Managing General Partner is attempting to sell the Remaining Property and
liquidate the Partnership in fiscal 1997. However, there can be no assurances
that the Partnership will sell the Remaining Property in 1997. The ability of
the Partnership to sell Parkway Village may be adversely effected by the
existence and remediation of the dry cleaning solution contamination at the
property as described more fully in Note 7 to the Financial Statements
contained in Item 8 of this report. The Managing General Partner believes that
the sale, if consummated, will provide net proceeds to the Partnership after
the payment of sales costs, closing costs and the mortgage payable related to
Parkway Village; however, the sale transaction may include both cash at closing
and deferred payments to the Partnership. The Partnership intends to apply net
sale proceeds to maintain sufficient cash reserves, as determined by the
Managing General Partner. Thereafter, the Partnership intends to pay amounts
payable to the Managing General Partner and then to make distributions to
limited partners. The Partnership has entered into a listing agreement with an
unrelated real estate brokerage firm to act as the exclusive selling agent for
the Remaining Property. The Partnership has recorded its remaining investment
as property held for sale at October 31, 1996 as described more fully in Note 2
to the Financial Statements contained in Item 8 of this report.

Item 6. SELECTED FINANCIAL DATA

BOETTCHER PENSION INVESTORS LTD.
Selected Financial Data(a)
As of or for the years ended October 31,

1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------

Total revenue $1,192,846 $1,519,252 $1,581,014 $ 954,808 $ 490,389
========== ========== ========== ========== ==========

Earnings from operations $ 14,864 $ 269,287 $ 307,261 $ 145,249 $ 77,477
Gain (loss) on sale of
real estate investment (20,402) 684,856 - - -
---------- ---------- ---------- ---------- ----------
Net earnings(loss) $ (5,538) $ 954,143 $ 307,261 $ 145,249 $ 77,477
========== ========== ========== ========== ==========

Per Unit(b)
Net earnings(loss) $ (.52) $ 89.03 $ 28.67 $ 13.55 $ 7.23
Cash distributions $ 71.00 $ 252.00 $ 47.50 $ 10.00 $ 10.00

Total assets $6,749,551 $7,704,500 $9,475,573 $9,789,517 $3,605,895
Mortgage payable $5,755,906 $5,840,260 $5,910,814 $5,975,906 -

(a) The selected financial data should be read in conjunction with the
Financial Statements and related Notes as contained in Item 8 of this
report.
(b) Per Unit data is based upon 10,717 weighted average Units outstanding
during each fiscal year.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Results of Operations
October 31, 1996 marked the close of the Partnership's thirteenth year of
operations. The Partnership continues to own and operate one shopping center,
located in Utah (Parkway Village), which is being held for sale as of October
31, 1996.

1996 as Compared to 1995:

For the fiscal year ended October 31,1996, the Partnership generated total
revenue of $1,192,846, and incurred total expenses of $1,177,982, resulting in
earnings from operations of $14,864. The Partnership's fiscal 1996 operating
earnings decreased $254,423 (94%) when compared with fiscal 1995. A loss on
the sale of its real estate investment in Lindsay-Main Plaza ("Lindsay") in the
amount $20,402, was recorded in the third quarter of fiscal 1996 as more fully
discussed in Note 2 to the Financial Statements contained in Item 8 of this
report. Due to the loss on sale of real estate investments, the Partnership
reported a net loss of $5,538. Total revenue decreased, primarily rental and
other income, and total expenses decreased in most categories, primarily due to
the sale of Lindsay. A summary of the Partnership's operations and
period-to-period comparisons is presented below.

When making period-to-period comparisons, the exclusion of Lindsay's operations
from the current and prior fiscal year's results allows for a more meaningful
analysis of the operations of the Partnership's remaining investment. For
comparison purposes only, Lindsay's results of operations have been excluded in
both fiscal 1996 and 1995 and the operations of Clackamas Corner Shopping
Center, which was sold in fiscal 1995, also more fully discussed in Note 2 to
Financial Statements contained in Item 8 of this report have been excluded from
fiscal 1995 in the table below.

October 31

(In Thousands)
----------------
Pro Pro Amount
Forma Forma of %
1996 1995 Change Change
------ ----- ------- -------

Total revenue $1,126 1,083 43 4%
Total expenses 1,123 1,004 119 12%
------ ----- -------

Operating earnings (loss) $ 3 79 (76) (96)%
====== ===== ======= =======

Based upon the pro forma amounts presented above, total revenue generated by
the Partnership, excluding Lindsay, amounted to $1,126,497, representing an
increase of $43,521 (4%) compared with fiscal 1995. The Partnership's
remaining property generated rental income of $936,249 in fiscal 1996, which
represents an increase of $25,250 (3%) when compared with fiscal 1995. Parkway
Village Shopping Center achieved an average occupancy of 97% and an average
effective rental rate per square foot of $9.52, representing a decrease of 1%
and an increase of

$.39, respectively, when compared with fiscal 1995. For additional information
on the average occupancies and average effective rental rates for the
Partnership's real estate investments, refer to the table provided in Item 2 of
this report. Tenant reimbursement income generated by Parkway Village Shopping
Center increased $6,271 (4%) in fiscal 1996 when compared with fiscal 1995 due
to increased tenant billings in the current fiscal year. Other income
increased $12,000 (64%) in fiscal 1996 when compared with fiscal 1995 primarily
as a result of increased interest earned by the Partnership due to the
maintenance of larger cash reserve balances.

Based upon the pro forma amounts provided above, total expenses, excluding
Lindsay, incurred by the Partnership amounted to $1,123,471 in fiscal 1996, an
increase of $119,622 (12%) when compared with fiscal 1995. Several factors
have significantly impacted the Partnership's results of operations in fiscal
1996 that the Managing General Partner deems non-recurring in nature. First,
the payment of approximately $26,500 of expenses related to the completion of
the sale of Clackamas Corner Shopping Center in the second quarter of fiscal
1996. Specifically, the sale of the property included the Partnership's
reimbursement to the buyer for tenant improvement costs related to a newly
negotiated lease. At the time of sale, the costs were estimated and included
in the Partnership's Statement of Operations at October 31, 1995.
Subsequently, the estimates were modified, resulting in this additional
expenditure. This amount is included in the Partnership's general and
administrative expense category. Second, during the second and fourth quarters
of fiscal 1996, the Partnership reserved approximately $33,700 for bad debts
related to the unsuccessful collection of past due rents from several former
tenants at Parkway Village Shopping Center. This amount is also included in
the general and administrative expense category. Other expense items with
significant fluctuations on a pro forma basis include a $46,157 increase in
environmental-related expenses associated with the remediation of the PERC
contamination at Parkway Village Shopping Center as more fully discussed below
and in Note 7 to the Financial Statements contained in Item 8 of this report.
Fees and reimbursements to the Managing General Partner decreased $6,639 (22%)
for fiscal 1996 when compared to fiscal 1995 due to the decreased number of
properties owned by the Partnership in the current year. Depreciation and
amortization expense increased $11,522 (7%) for fiscal 1996 when compared to
fiscal 1995 due to increased tenant turnover at Parkway Village Shopping Center
resulting in the writeoff of tenant improvement and lease commissions
previously capitalized. All other expense items, including property taxes,
repairs and maintenance and utilities, remained relatively unchanged in fiscal
1996 when compared to fiscal 1995.

1995 as Compared to 1994:

For the fiscal year ended October 31, 1995, the Partnership generated total
revenue of $1,519,252 and incurred total expenses in the amount of $1,249,965,
resulting in Partnership net earnings from operations of $269,287. The
Partnership's fiscal 1995 operating earnings decreased $37,974 (12%) when
compared with fiscal 1994. However, the sale of Clackamas Corner Shopping
Center (Clackamas) in October, 1995 produced a net gain of $684,856, resulting
in net earnings of $954,143 for fiscal 1995. For further discussion of the
sale of Clackamas, refer to Note 2 to the Financial Statements as contained in
Item 8 of this report. A summary of the Partnership's results of operations
and year-to-year comparisons before gain on sale of Clackamas is presented
below:

Fiscal Year Ended October 31
(In Thousands)
-----------------------------
Amount
of %
1995 1994 Change Change
------ ----- ------ ------

Total revenue $1,519 1,581 (62) (4)%
Total expenses 1,250 1,274 (24) (2)%
------ ----- ------

Net operating earnings $ 269 307 (38) (12)%
====== ===== ====== ======

Total revenue decreased $61,762 (4%) in fiscal 1995 as compared to fiscal 1994,
as a consequence of the sale of Clackamas, which resulted in one less month of
rental and other income in fiscal 1995, and a decrease in tenant reimbursements
and other income due to vacancies at Parkway Village. The Partnership's
properties generated rental income of $1,238,182 in fiscal 1995, a decrease of
$31,706 (2%) when compared to fiscal 1994. Parkway Village achieved a weighted
average occupancy of 98% and a weighted average effective rental rate of $9.13,
representing a decrease of 2% and an increase of $0.18, respectively, when
compared with fiscal 1994. Lindsay-Main generated average occupancy of 45% in
fiscal 1995, an increase of 7% over fiscal 1994, while the property's annual
average effective rental rate decreased $0.44 to $5.08 per square foot when
compared to fiscal 1994. Clackamas Corner generated average annual occupancy
of 96% (based on eleven months of operations prior to its being sold) a
decrease of 4% when compared to fiscal 1994. The annual average effective
rental rate at Clackamas Corner decreased $0.07 to $10.54 for fiscal 1995 when
compared to fiscal 1994. For additional occupancy and rental rate information
related to the Properties, refer to the table provided in Item 2 as contained
in this report. Tenant reimbursement and other income generated by the
Partnership in fiscal 1995 totaled $261,054, representing a decrease of $29,407
(10%) when compared to fiscal 1994, primarily due to over-estimates of common
area charges reflected in fiscal 1994 billings, resulting in lower 1995
billings; and increased vacancies in fiscal 1995 at Parkway Village.

Total expenses incurred by the Partnership in fiscal 1995 totaled $1,249,965, a
decrease of $23,788 (2%) when compared to fiscal 1994. All major expense
categories, except utilities and depreciation and amortization, recognized
minor decreases due to the sale of Clackamas Corner. Utilities expense
increased $4,225 (10%) due to increased vacancies at Parkway Village and a
water leak at Parkway Village in a vacant unit that resulted in higher water
bills for part of fiscal 1995. General and administrative expense decreased
$13,454 (17%) in fiscal 1995 when compared to fiscal 1994 due to legal fees
incurred in fiscal 1994 related to the Partnership's acquisition of Parkway
Village through a bankruptcy reorganization in fiscal 1993.

Liquidity and Capital Resources

Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $667,934 at October 31, 1996, representing an increase of
$152,183 when compared with fiscal 1995 year-end balances. This increase is
primarily the result of the Managing General Partner's decision to suspend the
quarterly distributions of Partnership cash flows to limited partners due to
the continued analyses of potential environmental remediation costs at Parkway
Village. Net cash provided by operating activities in fiscal 1996 amounted to
$191,506. The most significant changes in operating assets and liabilities are
decreases in all assets and liabilities due to the sale of Lindsay-Main Plaza,
more fully discussed in Note 2 to the Financial Statements contained in Item 8
of this report. The payable to the Managing General Partner decreased $12,555
to $28,218 due to the payment by the Partnership of advances made by the
Managing General Partner for Partnership expenses in fiscal 1996.

Net cash provided by investing activities in fiscal 1996 amounted to $805,938.
The sale of Lindsay-Main Plaza generated net proceeds, after proration of
operating income and expenses related to the property, of $886,190. Deferred
leasing costs of $80,252 were incurred in fiscal 1996 to cover lease commission
costs associated with the renewal of existing tenants at Parkway Village and
Lindsay-Main Plaza (prior to its sale).

Net cash used by financing activities amounted $845,261 in fiscal 1996, the
combined result of distributions to limited partners in the amount of $760,907
and a reduction in mortgage principal of $84,354 related to the mortgage
secured by Parkway Village.

To the knowledge of the Managing General Partner, the Remaining Property is in
good physical condition. In fiscal 1997, there are no material tenant finish
costs and lease commissions budgeted. Tenant finish costs and lease
commissions will however be incurred in anticipation of leasing vacant space
and renewing existing tenant leases at Parkway Village. If such costs are
required, it is currently anticipated that the funds required for such
expenditures would be made available either from cash flow generated from the
operations of the Remaining Property or from Partnership cash reserves.

The Partnership is required under its Partnership Agreement to maintain cash
reserves of not less than 2% of aggregate capital contributions from limited
partners for normal repairs, replacements, working capital and other
contingencies. As of October 31, 1996, the Partnership had $667,934 in cash
reserves, while the minimum required amount was $214,340. The Partnership
intends to apply cash flow generated from Partnership operations in fiscal
1997, if any, to maintain sufficient cash reserves, as determined by the
Managing General Partner. Thereafter, the Partnership intends to pay amounts
payable to the Managing General Partner and then distribute to limited partners
operating cash flow determined by the Managing General Partner to be in excess
of amounts required to fund anticipated liabilities of the Partnership.

As of October 31, 1996, the Partnership has recorded its remaining real estate
investment as property held for sale. The Managing General Partner is
attempting to sell the Remaining Property and liquidate the Partnership in
fiscal 1997. However, there can be no assurances that the Partnership will
sell the Remaining Property in 1997. The ability of the Partnership to sell

Parkway Village may be adversely effected by the existence and remediation of
the dry cleaning solution contamination at the property as discussed more fully
in Note 7 to the Financial Statements as contained in Item 8 of this report.
The Partnership has entered into a separate listing agreement with an unrelated
real estate firm to act as the exclusive selling agent for the sale of Parkway
Village. The Managing General Partner believes that the sale of the Remaining
Property, if consummated, will generate net proceeds to the Partnership after
the payment of sales costs, closing costs and the mortgage payable at Parkway
Village; however, the sale transaction may include cash at closing and deferred
payments to the Partnership. The Partnership intends to apply net sales
proceeds to maintain sufficient cash reserves, as determined by the Managing
General Partner, pay amounts payable to the Managing General Partner and then
to make distributions to limited partners.

On May 8, 1996, the Partnership sold the land, related improvements and
personal property of the retail center known as Lindsay-Main Plaza ("Lindsay")
located at 116 North Lindsay, in Mesa, Arizona. The purchaser, GOV, Inc., is
not affiliated with the Partnership, its Managing General Partner or any
affiliate, director, officer or associate of the foregoing, and the sales price
was determined by arm's length negotiations. Lindsay consists of a 1-building
shopping center containing approximately 37,000 square feet of net rentable
area on approximately 4.213 acres of land and one vacant undeveloped parcel of
land consisting of approximately .934 acres. At the time of sale, Lindsay was
approximately 38% leased and occupied.

The net proceeds to the Partnership, before proration of operating income and
expenses related to the property, were as follows:

Sales price $1,000,000
Less costs of sale -
Sales commissions (60,000)
Estimated title, legal fees, and other (30,000)
Security deposit liability (9,905)
Holdback for tenant improvements in progress (50,000)
----------
Net proceeds $ 850,095
==========

The net proceeds were utilized as follows:

Partial repayment of amounts owed to Managing General Partner $ 88,000
Distribution to limited partners ($71/unit) 760,907
Addition to Partnership cash reserves 1,188
----------
Net proceeds from sale $ 850,095
==========

The Partnership recorded a net loss on sale of real estate investment of
$20,402 related to this transaction, resulting from the excess of the
Partnership's net carrying value of Lindsay over the net sales proceeds.

On October 4, 1995, the Partnership sold the land, related improvements and
personal property of the retail center known as Clackamas Corner. The
purchaser, Stephen M. Berrey, is not affiliated

with the Partnership, its Managing General Partner or any affiliate, director,
officer or associate of the foregoing, and the sales price was determined by
arm's length negotiations. Clackamas Corner consists of a one-building
shopping center containing approximately 26,500 square feet of net rentable
area on approximately 2.19 acres of land. At the time of sale, Clackamas
Corner was approximately 100% leased and occupied.

The net proceeds to the Partnership before proration of operating income and
expenses related to the property were as follows:

Sales price $2,450,000
Less costs of sale-
Sales commissions (98,000)
Title, legal fees, and other (111,508)
Security deposit liability (6,199)
-----------
Net proceeds $2,234,293
==========

The net proceeds were distributed to limited partners on October 26, 1995 as follows:

Net proceeds from sale $2,234,293
Utilization of Partnership cash reserves 37,708
----------
Distribution to limited partners ($212/unit) $2,272,001
==========

The Partnership recorded a net gain on sale of real estate investment of
$684,856 related to this transaction, resulting from the excess of the net
sales proceeds over the Partnership's net carrying value of Clackamas Corner.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------

The following Financial Statements of the Partnership are included herein:

Independent Auditors' Report 17

Balance Sheets - October 31, 1996 and 1995 18

Statements of Operations -
Years ended October 31, 1996, 1995, and 1994 19

Statements of Partners' Capital -
Years ended October 31, 1996, 1995, and 1994 20

Statements of Cash Flows -
Years ended October 31, 1996, 1995 and 1994 21

Notes to Financial Statements 22

INDEPENDENT AUDITORS' REPORT

THE PARTNERS
BOETTCHER PENSION INVESTORS, LTD.:

We have audited the accompanying balance sheets of Boettcher Pension Investors,
Ltd. (a limited partnership) as of October 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for each of the
years in the three-year period ended October 31, 1996. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boettcher Pension Investors,
Ltd. as of October 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the years in the three-year period ended October 31,
1996, in conformity with generally accepted accounting principles.

KPMG PEAT MARWICK LLP

Denver, Colorado
January 10, 1997

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Balance Sheets
October 31, 1996 and 1995

Assets 1996 1995
------------------------------------------ ---------- ----------

Real estate investments:
Properties held for sale at cost, net $6,535,765 $7,495,180
Less: accumulated depreciation (557,822) (531,549)
---------- ----------
5,977,943 6,963,631

Cash and cash equivalents 667,934 515,751
Deferred leasing costs, net of accumulated
amortization of $34,414 and $93,800,
respectively 60,756 97,248
Accounts receivable and other assets, net
of allowances of $77,727 and $0,
respectively 42,918 127,870
---------- ----------
$6,749,551 $7,704,500
========== ==========

Liabilities and Partners' Capital
------------------------------------------
Mortgage payable $5,755,906 $5,840,260
Accounts payable and accrued liabilities 23,191 59,620
Payable to managing general partner 28,218 40,773
Property taxes payable 59,232 64,939
Accrued interest payable - 46,235
Other liabilities 23,912 27,136
---------- ----------
Total Liabilities 5,890,459 6,078,963
---------- ----------

Commitments and contingencies

Partners' Capital:
General partners (35,857) (35,653)
Limited partners 894,949 1,661,190
---------- ----------
Total Partners' Capital: 859,092 1,625,537
---------- ----------
$6,749,551 $7,704,500
========== ==========

See accompanying notes to financial statements.

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Statements of Operations
Years ended October 31, 1996, 1995, and 1994

1996 1995 1994
------- ---------- ----------

Revenue:
Rental income $ 981,777 $1,238,182 $1,269,888
Interest income, net 30,863 20,016 20,665
Tenant reimbursements
and other income 180,206 261,054 290,461
---------- ---------- ----------
1,192,846 1,519,252 1,581,014
---------- ---------- ----------

Expenses:
Interest 550,891 557,948 564,370
Depreciation and amortization 195,840 277,677 275,127
Property taxes 82,585 123,361 129,229
Fees and reimbursements to
managing general partner 23,201 29,840 31,724
Other management fees 49,184 61,756 63,005
Repairs and maintenance 72,370 90,898 92,584
Utilities 34,267 44,514 40,289
General and administrative 123,487 63,971 77,425
Environmental 46,157 - -
---------- ---------- ----------
1,177,982 1,249,965 1,273,753
---------- ---------- ----------

Earnings from operations 14,864 269,287 307,261

Gain (loss) on sale of real estate
investment (20,402) 684,856 -
---------- ---------- ----------

Net earnings (loss) $ (5,538) $ 954,143 $ 307,261
========== ========== ==========

Net earnings (loss) per limited
partnership unit $ (.52) $ 89.03 $ 28.67
========== ========== ==========

Weighted average number of limited
partnership units outstanding 10,717 10,717 10,717
========== ========== ==========

See accompanying notes to financial statements.

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Statements of Partners' Capital
Years ended October 31, 1996, 1995, and 1994

Total
General Limited partners'
partners partners capital
--------- ----------- -----------

Capital (deficit) at
November 1, 1993 $(42,502) $ 3,616,374 $ 3,573,872

Distributions to partners - (509,058) (509,058)
Net earnings - 307,261 307,261
--------- ----------- -----------

Capital (deficit) at
October 31, 1994 (42,502) 3,414,577 3,372,075

Distributions to partners - (2,700,681) (2,700,681)
Gain on sale of real estate 6,849 678,007 684,856
Net earnings from operations - 269,287 269,287
--------- ----------- -----------

Capital (deficit) at
October 31, 1995 (35,653) 1,661,190 1,625,537

Distributions to partners - (760,907) (760,907)
Loss on sale of real estate (204) (20,198) (20,402)
Net earnings from operations - 14,864 14,864
--------- ----------- -----------

Capital (deficit) at
October 31, 1996 $(35,857) $ 894,949 $ 859,092
========= =========== ===========

See accompanying notes to financial statements.

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Statements of Cash Flows
Years ended October 31, 1996, 1995, and 1994

1996 1995 1994
--------- ----------- ---------

Cash flows from operating activities:
Net earnings (loss) $(5,538) $954,143 $307,261
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 195,840 277,677 275,127
(Gain) loss on sale of real estate investment 20,402 (684,856) -
Change in operating assets and liabilities:
(Increase ) decrease in accounts receivable
and other assets 84,952 (9,922) (29,603)
Increase (decrease) in accounts
payable and accrued liabilities (36,429) 37,624 (10,373)
Increase (decrease) in payable
to managing general partner (12,555) 33,110 (22,515)
Decrease in property taxes payable (5,707) (12,026) (89)
Decrease in accrued interest payable (46,235) (559) (9,122)
Decrease in other liabilities (3,224) (12,130) (4,956)
--------- ----------- ---------
Net cash provided by operating activities 191,506 583,061 505,730
--------- ----------- ---------

Cash flows provided (used) by investing activities:
Net proceeds from sale of real estate
investment 886,190 2,234,293 -
Additions to real estate investments - (792) (15,517)
Increase in deferred leasing costs (80,252) (70,517) (36,058)
--------- ----------- ---------
Net cash provided (used) by
investing activities 805,938 2,162,984 (51,575)
--------- ----------- ---------

Cash flows used by financing activities:
Distributions to limited partners (760,907) (2,700,681) (509,058)
Reduction in mortgage payable (84,354) (70,554) (65,092)
--------- ----------- ---------
Net cash used by financing activities (845,261) (2,771,235) (574,150)
--------- ----------- ---------
Net increase (decrease) in cash and
cash equivalents 152,183 (25,190) (119,995)
Cash and cash equivalents
at beginning of year 515,751 540,941 660,936
--------- ----------- ---------
Cash and cash equivalents at end of year $667,934 $515,751 $540,941
========= =========== =========
Supplemental schedule of cash flow information:
Interest paid in cash during the year $597,126 $558,507 $563,159
========= =========== =========

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Notes to Financial Statements
October 31, 1996, 1995, and 1994

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

(1) Significant Accounting Principles

Organization and Allocation of Income and Losses
Boettcher Pension Investors Ltd. (the "Partnership") is a limited
partnership formed on May 8, 1984 for the purpose of investing in
improved and unimproved real property on an unleveraged basis and to
purchase or originate participating mortgage loans and land lease
investments. Limited partnership interests ("Units") were sold through a
public offering and as of October 31, 1996, 1995 and 1994, 10,717 Units
at $1,000 per Unit were outstanding.

The Managing General Partner of the Partnership is Boettcher Affiliated
Investors, L.P. ("BAILP"), and the associate general partner is Boettcher
1984 Associates, Ltd.

The Partnership Agreement provides for the net operating income, as
defined, of the Partnership to be allocated to the partners in accordance
with their relative participation in distribution of operating cash flow.
Operating cash flow is allocated as follows: (i) to the limited
partners to the extent necessary to equal 9% simple interest on the
adjusted capital contributions of the limited partners; (ii) to the
General Partners until they have received an amount equal to 10% of the
aggregate amount to be distributed for the period under (i) and (ii); and
(iii) any remaining balance, 10% to the General Partners and 90% to the
limited partners. Net operating cash flow for the years ended October
31, 1996, 1995 and 1994 is less than the 9% preferred return and,
accordingly, net earnings from operations for fiscal 1996, 1995 and 1994
has been allocated solely to the limited partners.

The Partnership Agreement provides for net capital income from the sale
or other disposition of Partnership properties to be allocated on a
cumulative basis as follows: (i) first, to the extent of gross income
applicable to prior depreciation deductions, 1% to the General Partners
and 99% to the limited partners; (ii) second, to each of the partners in
accordance with their relative participations in distributions of net
proceeds and repayment proceeds. Net capital loss is allocated 1% to the
General Partners and 99% to the limited partners.

Environmental Remediation Liabilities
Liabilities for loss contingencies, including environmental remediation
costs, arising from claims, assessments, litigation, fines and penalties,
and other sources are recorded when it is probable that a liability has
been incurred and the amount of the assessment and/or remediation can be
reasonably estimated. The costs of site clean-up are recorded in the
amount of the cash payments made or for future estimated costs for that
site when fixed or reliably determinable based upon information derived
from the remediation plan for that site. Recoveries from third parties
which are probable of realization are separately recorded, and are not
offset against the related environmental liability.

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Notes to Financial Statements
October 31, 1996, 1995, and 1994
- --------------------------------------------------------------------------------

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

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

Financial Instruments
The fair value of the Partnership's financial instruments approximate
their carrying values due to the short maturities of those instruments or
due to the interest rates of those instruments approximating interest
rates for similar issues.

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

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

The Partnership estimates an allowance for doubtful accounts based on the
credit worthiness of its customers as well as general economic conditions.
Consequently, an adverse change in those factors could effect the
Partnership's estimate of its bad debts. At October 31, 1996, the
Partnership had $77,727 of tenant receivables from current and former
tenants of the Parkway Village Shopping Center for which an allowance for
doubtful accounts have been established.

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Notes to Financial Statements
October 31, 1996, 1995, and 1994

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

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

A reconciliation of net earnings as shown in the accompanying financial
statements and the Partnership's income (loss) for tax purposes is shown
in the table below. The October 31, 1996 net earnings as shown in the
financial statements is actual. However, the Partnership's tax return
for the year ended December 31, 1996 has not yet been prepared;
therefore, the reconciling items for 1996 are estimates by management.

1996 1995 1994

(unaudited)
Net earnings (loss) per
financial statements $(5,538) $954,143 $307,261
Fiscal to calendar year
net difference 66,076 (38,348) 10,012
Tax depreciation and amortization
in excess of depreciation and
amortization per financial statements (6,500) (26,861) (31,655)
Tax gain (loss) on sale of real estate
greater than (less than) financial
statement gain (loss) (935,000) 179,878 -
Items recorded in different
year for financial statement
and tax purposes -
Allowance for doubtful accounts 77,727 - -
Rental income 3,000 (8,442) 11,070
---------- ----------- --------
Income for tax purposes $(800,235) $1,060,370 $296,688
========== =========== ========

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Notes to Financial Statements
October 31, 1996, 1995, and 1994

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

Real Estate Investments
Properties held for sale are recorded at the lower of cost or fair value
based on independent appraised values less estimated selling costs.

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

Cash and Cash Equivalents
For purposes of the statements of cash flows, cash and cash equivalents
include highly liquid debt instruments purchased with an original
maturity of three months or less. Cash and cash equivalents as of
October 31 are comprised of the following:

1996 1995
-------- --------

Money market fund $660,864 $461,347
Operating cash 7,070 54,404
-------- --------
Cash and cash equivalents $667,934 $515,751
======== ========

Reclassifications
------------------------------

Certain prior year amounts have been reclassified to conform with fiscal
1996 financial statement presentation.

(2) Real Estate Investments
------------------------------
As of October 31, 1996 and 1995, the fair value of the Properties held
for sale exceeds cost based upon independent appraised values less
estimated selling costs. The cost of the Partnership's real estate
investments and related accumulated depreciation are as follows:

October 31, 1996

Buildings
and

Shopping Center Land Improvements Total
------------------------- ---------- ------------ ----------

Parkway Village $1,750,000 $4,785,765 $6,535,765
Less:
accumulated depreciation - (557,822) (557,822)
---------- ------------ ----------
$1,750,000 $4,227,943 $5,977,943
========== ============ ==========

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Notes to Financial Statements
October 31, 1996, 1995, and 1994
- --------------------------------------------------------------------------------

October 31, 1995

Buildings
and

Shopping Center: Land Improvements Total
------------------------ ---------- ------------ -----------

Parkway Village $1,750,000 $4,785,765 $6,535,765
---------- ------------ -----------

Lindsay Main Plaza 949,000 1,097,242 2,046,242
Less: Writedown for
impairment (537,637) (549,190) (1,086,827)
---------- ------------ -----------
Adjusted carrying value 411,363 548,052 959,415
---------- ------------ -----------
Total cost, net 2,161,363 5,333,817 7,495,180
Less accumulated
depreciation - (531,549) (531,549)
---------- ------------ -----------

$2,161,363 $4,802,268 $6,963,631
========== ============ ===========

Sales of Real Estate Investments:

Lindsay-Main Plaza
- ------------------
On May 8, 1996, the Partnership sold the land, related improvements and
personal property of the retail center known as Lindsay-Main Plaza ("Lindsay")
located at 116 North Lindsay, in Mesa, Arizona. The purchaser, GOV, Inc., is
not affiliated with the Partnership, its Managing General Partner or any
affiliate, director, officer or associate of the foregoing, and the sales price
was determined by arm's length negotiations. Lindsay consists of a 1-building
shopping center containing approximately 37,000 square feet of net rentable
area on approximately 4.213 acres of land and one vacant undeveloped parcel of
land consisting of approximately .934 acres. At the time of sale, Lindsay was
approximately 38% leased and occupied.

The net proceeds to the Partnership, before proration of operating income and
expenses related to the property, were as follows:

The net proceeds were utilized as follows:

Partial repayment of amounts owed to Managing General Partner $88,000
Distribution to limited partners ($71/unit) 760,907
Addition to Partnership cash reserves 1,188
----------
Net proceeds from sale $850,095
==========

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Notes to Financial Statements
October 31, 1996, 1995, and 1994
- --------------------------------------------------------------------------------

Clackamas Corner
----------------
On October 4, 1995, the Partnership sold the land, related improvements
and personal property of the retail center known as Clackamas Corner
located at the northeast corner of the Clackamas Town Center in
unincorporated Clackamas County, Oregon. The purchaser, Stephen M.
Berrey, is not affiliated with the Partnership, its Managing General
Partner or any affiliate, director, officer or associate of the
foregoing, and the sales price was determined by arm's length
negotiations. Clackamas Corner consists of a one-building shopping
center containing approximately 26,500 square feet of net rentable area
on approximately 2.19 acres of land. At the time of sale, Clackamas
Corner was approximately 100% leased and occupied.

The net proceeds to the Partnership before proration of operating income
and expenses related to the property were as follows:

Sales price $2,450,000
Less costs of sale-
Sales commissions (98,000)
Title, legal fees, and other (111,508)
Security deposit liability (6,199)
-----------

Net proceeds from sale $2,234,293
===========

The net proceeds were distributed to limited partners on October 26, 1995 as follows:

Net proceeds from sale $2,234,293
Utilization of Partnership cash reserves 37,708
----------
Distribution to limited partners ($212/unit) $2,272,001
==========

The Partnership recorded a net gain on sale of real estate investment of
$684,856 related to this transaction, resulting from the excess of the
net sales proceeds over the Partnership's net carrying value of Clackamas
Corner.

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Notes to Financial Statements
October 31, 1996, 1995, and 1994
- --------------------------------------------------------------------------------

(3) Mortgage Payable
The mortgage payable is secured by a first deed of trust on Parkway
Village and is nonrecourse to the Partnership. The carrying value of
Parkway Village, the property collateralizing this debt of the
Partnership was $5,977,943 at October 31, 1996. The payment terms of the
mortgage note are as follows:

Interest Rate: 9.5%
Monthly Payment: $52,422
Due Date: May 5, 2003

Aggregate maturities of principal payments for the five fiscal years
ending October 31, 2001 and thereafter related to the Parkway Village
mortgage are as follows:

1997 $85,253
1998 93,715
1999 103,015
2000 113,239
2001 123,657
Thereafter 5,237,027
---------
$5,755,906
==========

The fair value of the mortgage attributable to the Partnership is
estimated to be approximated by its carrying value.

(4) Transactions with Related Parties
BAILP is the Managing Agent of the Partnership and is paid property
management, loan servicing, and acquisition fees for its services to the
Partnership. The property management fee is equal to 5% of gross
receipts from the Properties, less management fees paid to others. The
property management fee earned by BAILP amounted to $8,889, $13,328 and
$15,182 for the years ended October 31, 1996, 1995 and 1994,
respectively.

The Partnership also reimburses BAILP for its allocable share of salaries
of nonmanagement and nonsupervisory personnel providing accounting,
investor reporting and communications, and legal services to the
Partnership and allowable expenses related to the maintenance and repair
of data processing equipment used for or by the Partnership. The amount
due to BAILP for such reimbursements amounted to $14,312, $16,512 and
$16,542 for the years ended October 31, 1996, 1995, and 1994,
respectively.

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Notes to Financial Statements
October 31, 1996, 1995, and 1994

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

(5) Future Rental Income
Aggregate base rental income relating to long-term noncancellable leases
for the Partnership's properties for the five fiscal years ending October
31, 2001 and thereafter is as follows:

1997 $ 946,033
1998 804,495
1999 674,667
2000 567,117
2001 498,923
Thereafter 2,465,196
----------
$5,956,431
==========

(6) Property Held for Sale

The Partnership has recorded its remaining real estate investment as
property held for sale. The Managing General Partner is attempting to
sell the Remaining Property and liquidate the Partnership in 1997.
However, there can be no assurances that the Partnership will sell the
Remaining Property in 1997. The ability of the Partnership to sell
Parkway Village may be adversely effected by the existence and
remediation of the dry cleaning solution contamination at the property,
more fully discussed in Note 7. The Partnership has entered into a
separate listing agreement with an unrelated real estate firm to act as
the exclusive selling agent for the sale of Parkway Village. The
Managing General Partner believes that the sale, if consummated, will
generate net proceeds to the Partnership after the payment of sales
costs, closing costs and the mortgage payable at Parkway Village;
however, the sale transaction may include cash at closing and deferred
payments to the Partnership. The Partnership intends to apply net sales
proceeds to maintain sufficient cash reserves, as determined by the
Managing General Partner, pay amounts payable to the Managing General
Partner, and, thereafter, to make distributions to limited partners.

(7) Environmental Remediation Costs

In fiscal 1995, a non sudden release of a dry cleaning solution,
tetrachloroethylene (PERC), was reported by the dry cleaning tenant (the
Tenant) at Parkway Village to the State of Utah Department of
Environmental Quality (DEQ). The Tenant, utilizing the services of an
environmental consulting firm, investigated the extent of the PERC
release and its effect on soil and groundwater in the vicinity. The DEQ
is monitoring the Tenant's progress. Although the Tenant is responsible
for the costs of any required remediation, should the Tenant be unable to
complete the required work due to limitations of its financial resources,
it is likely that the Partnership, as owner of Parkway Village, would be

BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)

Notes to Financial Statements
October 31, 1996, 1995, and 1994

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

required to complete the needed remediation. The Partnership has
been advised that groundwater contamination has occurred and the
Partnership on behalf of and in cooperation with the tenant, is in
the process of determining the method, cost and timing of required
soil and groundwater remediation measures. The Partnership has spent
approximately $46,000 to date on the above mentioned testing as well
as legal representation in connection with the PERC release.
Management is unable at this time to estimate the full extent of
additional expenses that may be incurred. Due to groundwater
contamination, the Partnership may incur significant additional
remediation costs. The estimate of costs and their timing of payment
could change as a result of (1) changes to a remediation plan
required by the State Environmental Agency, (2) changes in technology
available to treat the site, (3) unforeseen circumstances existing at
the site and (4) differences between actual inflation rates and rates
assumed in preparing the estimate. The ultimate resolution of this
matter and its impact on the Partnership's financial statements is
uncertain.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in accountants or disagreements with accountants on
any matter of accounting principles or practices on financial statement
disclosure or auditing scope or procedure.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership does not have directors or executive officers. The general
partner of the Partnership's Managing General Partner and Associate General
Partner is Boettcher Properties Ltd. (BPL). BPL Holdings, Inc. (BPL Holdings),
a Delaware corporation is the general partner of BPL. During fiscal 1995, the
ultimate parent company of BPL Holdings (Kemper Securities Holdings, Inc.)
experienced a change in ownership, whereby it became a wholly-owned subsidiary
of EVEREN Capital Corporation and changed its name to EVEREN Securities
Holdings, Inc. (ESHI). EVEREN Securities, Inc. is a wholly-owned subsidiary of
ESHI. These changes have had no impact on the day-to-day operations of BPL
Holdings. The following is a list of the directors and officers of BPL
Holdings.

Present Position and Principal Occupation and Affiliation
---------------------------------------------------------
Name and Age During the Last Five Years or More:
- ----------------- -----------------------------------

Janet L. Reali Director and President (Principal Executive Officer of the
---------------------------------------------------------
Age: 45 Partnership)
------------
Ms. Reali was elected Executive Vice President and Secretary
of EVEREN Capital Corporation in May 1995. Since December
1993 she has been Executive Vice President, Corporate
Counsel and Corporate Secretary of EVERE Securities, Inc.
She became a Director and the President of BPL Holdings,
Inc. in May 1995. She was Senior Vice President and
Associate General Counsel of EVEREN Securities, Inc. from
July 1991 to December 1993. Before joining EVEREN
Securities, Inc. she was a partner in the Chicago law firm
of Keck, Mahin & Cate.

Stanley R. Fallis Director of BPL Holdings, Inc.
-------------------------------------------------------------
Age: 55 Mr. Fallis graduated from the University of Idaho with a BS
degree in accounting. Mr. Fallis also obtained an MBA
degree from the University of Utah. Mr. Fallis is a
Certified Public Accountant and practiced public accounting
for six years. Mr. Fallis was associated with Boettcher and
Company and its successor, EVEREN Securities, Inc. for
18 years. He served as Chief Financial Officer of EVEREN
Securities Inc. From August 1990 to January 1994. He then
served as Senior Vice President of Kemper Corporation from
March 1994 to March 1995. He is currently Senior Executive
Vice President and Director of Administration of EVEREN
Securities, Inc.

Daniel D. Williams Director and Vice President of BPL Holdings, Inc.
--------------------------------------------------
Age: 45 Mr. Williams became a Director and Vice President of
BPL Holdings, Inc. May 1995. Mr. Williams was elected
Senior Executive Vice President, Treasurer and Chief
Financial Officer of EVEREN Capital Corporation in
May 1995. Since April 1995 he has been Senior
Executive Vice President and Chief Financial Officer
of EVEREN Securities, Inc. From January 1994 to April
1995, Mr. Williams was Executive Vice President and
Director of Finance and Administration, and from
January 1991 to January 1994 he was Senior Vice
President and Director of Accounting of, EVEREN
Securities, Inc. Prior thereto, he was Executive
Vice President, Treasurer and Chief Financial Officer
of Boettcher and Company.

Kelly J. Stradinger Vice President and Secretary of BPL Holdings, Inc.
----------------------------------------------------
Age: 37 Mr. Stradinger joined BPL in 1983 as Assistant
Controller for the syndicated public real estate
partnerships. Mr. Stradinger is currently in charge
of asset management for all syndicated partnerships
where BPL or an affiliate is the general partner. He
is also a Vice President of EVEREN Securities, Inc.
and Director of Leasing for the facilities management
department. Mr. Stradinger graduated from Western
Michigan University with a Bachelor of Business
Administration in Accounting and successfully
completed the Certified Public Accountant exam.

Thomas M. Mansheim Director and Treasurer of BPL Holdings, Inc. (Principal
-------------------------------------------------------
Age: 39 Financial and Accounting Officer of the Partnership)
-------------------------------------------------------
Mr. Mansheim joined BPL in 1984 and is currently a
Senior Vice President with EVEREN Securities, Inc.
He became a Director of BPL Holdings in July 1995 and
has been the Treasurer of BPL Holdings, Inc. since
December 1987. Mr. Mansheim is a Certified Public
Accountant and from 1980 to 1984 was employed with
KPMG Peat Marwick. Mr. Mansheim graduated from the
University of Colorado with a Bachelor of Science
degree in business administration.

There is no family relationship among the officers or directors of BPL Holdings
or any of its affiliates.

Item 11. EXECUTIVE COMPENSATION

The Partnership, as an entity, does not have any directors or executive
officers. The information required by Item 402 of Regulation SK relating to
amounts owed by the Partnership to the Managing General Partner and its
affiliates for services rendered during the fiscal year ended October 31, 1996
is presented below. Reference is also made to Note 4 to Financial Statements
as contained in Item 8 of this report for a description of related parties.

Total
Capacities In Which Cash Deferral Fees
Name of Entity Compensation Was Earned Paid of Fees Earned
- --------------- -------------------------- ---- -------- -------

Boettcher Reimbursement of direct - $14,312 $14,312
Affiliated general and administrative
Investors L.P. expenses

Boettcher Property Management Fee - $8,889 $8,889
Affiliated L.P.
Investors L.P.

No form of non-cash remuneration was paid by the Partnership. See Item 13
below with respect to a description of certain transactions of the Managing
General Partner and its affiliates with the Partnership.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

To the knowledge of the Partnership, no person or group owns of record or
beneficially more than 5% of the outstanding Units.

The Partnership has no directors or executive officers. To the knowledge of
the Partnership, no directors or officers of the Managing General Partner or
its affiliates currently own any Units.

There exists no arrangement, known to the Partnership, the operation of which
may at a subsequent date result in a change in control of the Partnership.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Partnership has no directors or executive officers. The information
required by Item 404 of Regulation S-K is set forth in Item 11, Executive
Compensation, as contained in this report.

The Partnership has a Management Agreement with the Managing General Partner
pursuant to which the Managing General Partner is responsible for finding and
negotiating the acquisition of suitable investments for the Partnership,
originating or purchasing mortgage loans and negotiating lease terms for land
lease transactions. The Managing General Partner is also responsible for
performing the day-to-day investment and administrative operations of the
Partnership and supervising the management and operation of the Partnership's
Properties. For such services, the Managing General Partner is entitled to
receive annual fees comprised of a Property Management Fee and a Loan Servicing
Fee as more fully discussed in Note 4 to the Financial Statements as contained
in Item 8 of this report. The Managing General Partner earns such fees for
services provided to the Partnership pursuant to the Management Agreement and
not by reason of its Partnership interest. The Managing General Partner earned
a Property Management Fee of $8,889 for the fiscal year ended October 31, 1996.

Pursuant to the Partnership Agreement, the Managing General Partner may be
reimbursed by the Partnership for certain of its costs including reimbursements
for its allocable share of salaries of nonmanagement and nonsupervisory
personnel providing accounting, investor reporting and communications and legal
services to the Partnership, and the maintenance and repair of data processing
equipment used for or by the Partnership. Pursuant to such provisions for
services provided during the fiscal year ended October 31, 1996, the Managing
General Partner is entitled to receive reimbursements aggregating $14,312.

The Partnership Agreement provides for the net operating income of the
Partnership to be allocated to the partners in accordance with their relative
participation in distribution of operating cash flow. Operating cash flow is
allocated as follows: (i) to the limited partners to the extent necessary to
equal 9% simple interest on the adjusted capital contributions of the limited
partners; (ii) to the General Partners until they have received an amount equal
to 10% of the aggregate amount to be distributed for the period under (i) and
(ii); and (iii) any remaining balance, 10% to the General Partners and 90% to
the limited partners. Net operating cash flow for the years ended October 31,
1996, 1995 and 1994 is less than the 9% preferred return and, accordingly, net
operating income for fiscal 1996, 1995 and 1994 has been allocated solely to
the limited partners.

The Partnership Agreement provides for net capital income from the sale or
other disposition of Partnership properties to be allocated on a cumulative
basis as follows: (i) first, to the extent of gross income applicable to prior
depreciation deductions, 1% to the General Partners and 99% to the limited
partners; (ii) second, to each of the partners in accordance with their
relative participations in distributions of net proceeds and repayment
proceeds. Net capital loss is allocated 1% to the General Partners and 99% to
the limited partners.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

(a) (1) Financial Statements

Independent Auditors' Report

Balance Sheets - October 31, 1996 and 1995

Statements of Operations -
Years ended October 31, 1996, 1995, and 1994

Statements of Partners' Capital -
Years ended October 31, 1996, 1995, and 1994

Statements of Cash Flows -
Years ended October 31, 1996, 1995 and 1994

Notes to Financial Statements

(2) Financial Statement Schedule

Independent Auditors' Report

Schedule III - Real Estate and Accumulated
Depreciation - October 31, 1996

Schedules, other than the one listed, are
omitted for the reason that they are inapplicable or
equivalent information has been included elsewhere
herein.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the period.

NUMBER EXHIBIT

3 Limited Partnership Agreement of Registrant (1)

10.1 Inverness Income Joint Venture Agreement dated July 24, 1984 (2)

10.2 Purchase and Sale Agreement with Exhibits thereto between The
Cumberland Companies, Inc., as Seller, and Inverness Income
Joint Venture as Purchaser, dated as of July 24, 1984(2)

10.3 Land Lease Agreement with exhibits thereto, between The
Cumberland Companies Inc., Lessor, and Cumberland Office Plaza
Joint Venture, Lessee, dated July 31, 1984 (2)

10.4 Assignment and Assumption Agreement between Boettcher
Affiliated Investors L.P., Assignor, and Boettcher Pension
Investors Ltd., Assignee, dated October 5, 1984 (2)

10.5 Advisor's Consulting Agreement dated September 19, 1984 (2)

10.6 Advisor's Letter of Opinion dated September 19, 1984 (2)

10.7 Management Agreement (3)

10.8 Deed of Trust Note between Johansen Thackeray MacKenzie
Properties, Ltd. and Boettcher Pension Investors Ltd. dated
September 30, 1985 (4)

10.9 Deed of Trust, Security Agreement, Assignment of Rents and
Leases, and Financing Statement between Johansen Thackeray
MacKenzie Properties, Ltd. and Boettcher Pension Investors
Ltd. dated
September 30, 1985 (4)

10.10 Loan Agreement between Boettcher Pension Investors Ltd. and
Johansen Thackeray MacKenzie Properties, Ltd. dated September
30, 1985 (4)

10.11 Collateral Assignment and Security Agreement between
Boettcher Pension Investors Ltd. and Johansen Thackeray
MacKenzie Properties, Ltd. dated September 30, 1985 (4)

10.12 Guaranty dated September 30, 1985 executed by individual
general partners of Borrower (Armand D. Johansen, Donald W.
MacKenzie and John Thackeray) (4)

10.13 Deed of Trust Note between Lindsay-Main Plaza and Boettcher
Pension Investors Ltd. dated March 13, 1986 (5)

10.14 Deed of Trust, Security Agreement and Assignment of Rents
and Leases, between Lindsay-Main Plaza and Boettcher Pension
Investors Ltd. dated March 13, 1986 (5)

10.15 Loan Agreement between Boettcher Pension Investors Ltd. and
Lindsay-Main Plaza dated March 13, 1986 (5)

10.16 Guarantee dated March 13, 1986 as executed by the
individual general partners of borrower. (Steven Shea, James
Shea, Dennis Foley and Darryl Foley) (5)

10.17 Purchase agreement dated May 8, 1986 between Boettcher
Pension Investors Ltd. and Westwood Corporation (6)

10.18 Notice of Commencement of Case Under Chapter 11 of the
Bankruptcy Code, Meeting of Creditors, and Fixing of Dates dated
March 20, 1992 (7)

10.19 Creditors Amended Plan of Reorganization and Amended
Disclosure Statement dated February 1993 (7)

10.20 Purchase and Sale Agreement for Clackamas Corner(11)

28.7 Creditor's Amended Plan of Reorganization dated January 27,
1993 (8)

28.8 Order On Motion for Valuation of Secured Claim Held by
California Federal Bank and Objections to Claim No. 5 of
California Federal Bank dated April 13, 1993 (8)

28.9 Preliminary Order on Hearing on Confirmation of Creditor's
Amended Plan of Reorganization dated April 13, 1993 (8)

28.10 Order Confirming Creditor's Amended Plan of Reorganization
dated April 14, 1993 (8)

28.11 Notice of Appeal to District Court dated April 23, 1993 (8)

28.12 Order on Boettcher Pension Investors Ltd.'s Motion to
Dismiss dated September 8, 1993(9)

28.13 Motion for Entry of Final Decree dated September 26,
1994(10)

28.13 Clarified Decision on Appeal dated July 15, 1994. (12)

28.14 Supplemental Order Reconfirming the Order Confirming
Creditor's Amended Plan of Reorganization. (12)

(1) Incorporated by reference to Exhibit No. 3 to Amendment No. 1
to Form S-11 Registration Statement filed June 13, 1984 - File No.
2-91040.

(2) Incorporated by reference to Exhibits No. 10.1 through 10.6,
respectively, to Post-Effective Amendment No. 1 to Form S-11
Registration Statement filed October 23, 1984 - File No. 2-91040.

(3) Incorporated by reference to Exhibit 10 to Amendment No. 1 to
Form S-11 Registration Statement filed June 13, 1984 - File No.
2-91040.

(4) Incorporated by reference to Registrant's Report on Form 8-K
dated September 30, 1985 (filed February 18, 1986).

(5) Incorporated by reference to Registrant's Report on Form 8-K
dated March 19, 1986.

(6) Incorporated by reference to Registrant's Report on Form 8-K
dated May 21, 1986.

(7) Incorporated by reference to Registrant's Report on Form 10-K
dated October 31, 1992.

(8) Incorporated by reference to Registrant's Report on Form 10-Q
dated April 30, 1993.

(9) Incorporated by reference to Registrant's Report on Form 10-Q
dated July 31, 1993.

(10) Incorporated by reference to Registrant's Report on Form 10-K
dated October 31, 1994.

(11) Incorporated by reference to Registrant's Report on Form 8-K
dated October 4, 1995.

(12) Incorporated by reference to Registrant's Report on Form 10-Q
dated September 13, 1994.

INDEPENDENT AUDITORS' REPORT

THE PARTNERS
BOETTCHER PENSION INVESTORS, LTD:

Under the date of January 10, 1997, we reported on the balance sheets of
Boettcher Pension Investors, Ltd. (a limited partnership) as of October 31,
1996 and 1995, and the related statements of operations, partners' capital, and
cash flows for each of the years in the three-year period ended October 31,
1996, as contained in the Partnership's annual report on Form 10-K for the year
1996. In connection with our audits of the aforementioned financial
statements, we also audited the related financial statement Schedule III - Real
Estate and Accumulated Depreciation. This financial statement schedule is the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audit.

In our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

KPMG PEAT MARWICK LLP

Denver, Colorado
January 10, 1997

BOETTCHER PENSION INVESTORS, LTD.
(A LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OCTOBER 31, 1996

-------------------------------------------------------------------------------------------------------------------
COSTS CAPITALIZED
PROPERTIES INITIAL COST (a) SUBSEQUENT TO ACQUISITION OTHER (c)
-------------------------------------------------------------------------------------------------------------------
LAND AND BUILDINGS EQUIPMENT LAND AND BUILDINGS EQUIPMENT LAND AND BUILDINGS EQUIPMENT
MORTGAGE IMPROVE- AND IMPROVE- AND IMPROVE- AND IMPROVE- AND IMPROVE- AND IMPROVE- AND
PAYABLE MENTS MENTS FURNISHINGS MENTS MENTS FURNISHINGS MENTS MENTS FURNISHINGS
--------------------------------------------------------------------------------------------------------------------

SHOPPING
CENTERS:
PARKWAY
VILLAGE
PROVO, UTAH $5,755,906 1,750,000 4,785,765 -- -- -- -- -- -- --

LINDSAY MAIN
PLAZA
MESA, ARIZONA -- 949,000 1,097,242 -- -- -- -- (537,637) (549,190) --
--------- --------- --------- ---- ---- ---- ---- --------- --------- ----
5,755,906 2,699,000 5,883,007 -- -- -- -- (537,637) (549,190) --

LESS: SALE OF
LINDSAY MAIN -- (949,000) (1,097,242) -- -- -- -- 537,637 549,190 --
--------- --------- --------- ---- ---- ---- ---- ---------- --------- ----
BALANCES AT
OCTOBER 31,
1996 $5,755,906 1,750,000 4,785,765 0 0 0 0 0 0 0
===================================================================================================================================

BOETTCHER PENSION INVESTORS, LTD.
(A LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OCTOBER 31, 1996

-------------------------------------------------------------------------------------------------------------------
GROSS AMOUNT AT CLOSE LIFE ON WHICH
PROPERTIES OF PERIOD (a) AND (b) DEPR. IS COMPUTED
-------------------------------------------------------------------------------------------------------------------
LAND AND BUILDINGS EQUIPMENT DATE OF DATE OF BUILDINGS EQUIPMENT
IMPROVE- AND AND ACCUMULATED CONSTRUC- ACQUISI- AND AND
MENTS IMPROVEMENTS FURNISHINGS TOTAL DEPRECIATION TION TION IMPROVEMENTS FURNISHINGS
--------------------------------------------------------------------------------------------------------------------

SHOPPING CENTERS:
PARKWAY VILLAGE
PROVO, UTAH 1,750,000 4,785,765 -- 6,535,765 (557,822) 1985 05-MAY-93 30 YEARS 10 YEARS

LINDSAY MAIN PLAZA
MESA, ARIZONIA 411,363 548,052 -- 959,415 (136,480) 1986 17-NOV-88 30 YEARS 10 YEARS
--------- --------- --------- --------- ---------
2,161,363 5,333,817 -- 7,495,180 (694,302)

LESS: SALE OF LINDSAY
MAIN (411,363) (548,052) -- (959,415) 136,480
--------- --------- --------- --------- ---------
BALANCES AT
October 31, 1996 1,750,000 4,785,765 0 6,535,765 (557,822)
====================================================================================================================================

NOTES:
(a) PROPERTIES WERE PURCHASED OR ACQUIRED THROUGH FORECLOSURE DURING THE
PERIODS INDICATED ABOVE FOR CASH AND/OR MORTGAGE NOTE PAYABLE.

(b) LINDSAY MAIN PLAZA WAS SOLD ON MAY 8, 1996:

BALANCE AT OCTOBER 31,
----------------------

1996 1995
----- -----

BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . $7,495,180 $9,721,336
ADDITIONS DURING PERIOD: DEDUCTIONS DURING PERIOD:
ACQUISTIONS THROUGH FORECLOSURE . . . . .. . . 0 0
OTHER ACQUISITIONS. . . . . . . . . . . . . . . 0 0
IMPROVEMENTS, ETC.. . . . . . . . . . . . . . . $0 $792
OTHER (DESCRIBE). . . . . . . . . . . . . . . . 0 0
------------ -----------
0 792
------------ -----------
7,495,180 9,722,128

DEDUCTIONS DURING PERIOD: (D) REPRESENTS ADJUSTMENT TO THE ORIGINAL
COST OF REAL ESTATE SOLD. . . . . . . . . . 959,415 2,226,948
OTHER (DESCRIBE). . . . . . . . . . . . . . 0 0
------------ -----------
959,415 2,226,948
------------ ----------
BALANCE AT CLOSE OF PERIOD. . . . . . . . . . . . . . . . . . $6,535,765 $7,495,180
============ ===========

BALANCE AT OCTOBER 31,
----------------------

1996 1995
---- ----

BALANCE AT BEGINNING OF PERIOD . . . . . . . . . ($531,549) ($1,002,590)
ADDITIONS DURING PERIOD: DEDUCTIONS DURING PERIOD:
ADDITIONS DURING PERIOD:
DEPRECIATION EXPENSE. . . . . . . . . . . . . . ($162,753) ($237,919)
OTHER (DESCRIBE). . . . . . . . . . . . . . . . 0 0
---------- ----------
(162,753) (237,919)
----------- -----------
(694,302) (1,240,509)

DEDUCTIONS DURING PERIOD:
COST OF REAL ESTATE SOLD. . . . . . . . . . . . . (136,480) (708,960)
OTHER (DESCRIBE). . . . . . . . . . . . . . . . . 0 0
---------- ------------
(136,480) (708,960)
--------- -----------
BALANCE AT CLOSE OF PERIOD. . . . . . . . . . . . . . . . . ($557,822) ($531,549)
========== ===========

(d) REPRESENTS ADJUSTMENT TO THE ORIGINAL PURCHASE PRICE BY THE SELLER OF
CLACKAMAS CORNER.
REPRESENTS IMPAIRMENT OF VALUE RELATED TO LINDSAY-MAIN PLAZA AND ADJACENT
LAND IN MESA, ARIZONA.

(e) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES AT OCTOBER 31, 1996 FOR
PARKWAY IS: $6,558,179.

(f) FOR FEDERAL INCOME TAX PURPOSES, BUILDINGS ARE DEPRECIATED USING THE
MODIFIED ACRS METHOD OVER AN ESTIMATED USEFUL LIFE OF 31.5 YEARS AT A RATE
OF 3.175% OR THE STRAIGHT-LINE METHOD OVER AN ESTIMATED USEFUL LIFE OF 39
YEARS AT A RATE OF 1/39.

(g) NO INTERCOMPANY PROFITS ARE INCLUDED IN THE TOTAL OF COLUMN E.

(h) REAL ESTATE TAXES FOR FISCAL 1996 FOR PARKWAY VILLAGE WERE $71,360.

SEE ACCOMPANYING INDEPENDENT AUDITORS' REPORT.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

BOETTCHER PENSION INVESTORS LTD.
(Registrant)

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

By: Boettcher Properties, Ltd.
Managing General Partner

By: BPL Holdings, Inc.
Managing General Partner

By: /s/Thomas M. Mansheim
-----------------------------
Thomas M. Mansheim, Treasurer

Dated: January 27, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons (constituting a majority
of the Directors of the corporate General Partner of the Registrant's Managing
General Partner) on the 27th day of January, 1997 in the capacities indicated
below.

Name Capacities
---- ----------

JANET L. REALI Director and President of BPL Holdings, Inc.;
Principal Executive Officer

By: /s/Janet L. Reali Dated: January 27, 1997
-----------------
Janet L. Reali

DANIEL D. WILLIAMS Director and Vice President of BPL Holdings,
Inc.

By: /s/Daniel D. Williams Dated: January 27, 1997
---------------------
Daniel D. Williams

THOMAS M. MANSHEIM Director and Treasurer of BPL Holdings, Inc.;
Principal Financial and Accounting Officer of
the Partnership

By: /s/Thomas M. Mansheim Dated: January 27, 1997
---------------------
Thomas M. Mansheim

No annual report or proxy materials have been sent to the limited
partners of the Partnership. An annual report will be sent to the limited
partners subsequent to this filing, and the Partnership will furnish copies of
such to the Commission when it is sent to the limited partners.