BALCOR REALTY INVESTORS LTD 82
8-K, 1996-06-06
REAL ESTATE
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported)  May 22, 1996

                       BALCOR REALTY INVESTORS LTD.- 82
         ------------------------------------------------------------
                           Exact Name of Registrant

Illinois                                0-11127
- ---------------------------             ------------------------
State or other jurisdiction             Commission file number

2355 Waukegan Road
Suite A200
Bannockburn, Illinois                   36-3139801
- ---------------------------             ------------------------
Address of principal                    I.R.S. Employer
executive offices                       Identification
                                        Number

60015
- ---------------------------
Zip Code


              Registrant's telephone number, including area code:
                                (847) 267-1600
<PAGE>
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
- -----------------------------------------------------------------------

Eagles Pointe Apartments

As previously reported in the Partnership's Current Report on Form 8-K dated
April 23, 1996 and Report on Form 10-Q for the quarter ended March 31, 1996, on
April 23, 1996, the Partnership contracted to sell the property for a sale
price of $11,600,000.  On May 22, 1996, the purchaser exercised its option to
terminate the agreement of sale and a closing of the sale will not occur.
Pursuant to the agreement of sale, the $300,000 in earnest money previously
deposited and interest accrued thereon will be returned to the purchaser.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
- ----------------------------------------------------------------------

     (a)  FINANCIAL STATEMENTS AND EXHIBITS:

            None

     (B)  PRO FORMA FINANCIAL INFORMATION:

             None

     (C)  EXHIBITS:

          (2)  Notice of Disapproval relating to the sale of the Eagles 
               Pointe Apartments, Norcross, Georgia.
          
No information is required under Items 1, 3, 4, 5, 6 and 8 and these items
have, therefore, been omitted.
<PAGE>
Signature
- -------------

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

                         BALCOR REALTY INVESTORS LTD.-82

                         By:  Balcor Partners-XI, an Illinois
                                general partnership, its general
                                 partner

                         By:  RGF-Balcor Associates-II, an 
                                Illinois general partnership, a partner

                         By:  The Balcor Company,
                                 a Delaware corporation,
                                 a partner

                         By:  /s/  Jerry M. Ogle
                            ------------------------------------
                                 Jerry M. Ogle, Vice President 
                                 and Secretary

Dated:  June 6, 1996
<PAGE>

                             NOTICE OF DISAPPROVAL

                              May 22, 1996

VIA FACSIMILE AND
CERTIFIED MAIL

Balcor Realty Investors, The Balcor Company       Daniel J. Perlman, Esq.
Ltd.-82                  2355 Waukegan Road       Katten Muchin & Zavis
c/o The Balcor Company   Suite A200               Suite 2100
2355 Waukegan Road       Bannockburn, Illinois    525 W. Monroe Street
Suite A200               60015                    Chicago, Illinois
Bannockburn, Illinois    Attn.:  Al Lieberman     60661
60015
Attn.:  Ilona Adams

          Re:  Agreement of Sale, dated as of the 23rd day of April, 1996 
               (the "Agreement") between Balcor Realty Investors, Ltd-82, 
               as Seller, and ERP Operating Limited Partnership, as Purchaser, 
               for the purchase of Eagles Pointe Apartments, Norcross, Georgia
               (the "Property").

Dear Ms. Adams and Messrs. Lieberman and Perlman:

     Pursuant to Section 17(C) of the Agreement, we hereby give you notice that
we disapprove the Documents and the condition of the Property and as the
Property is unsuitable for our purposes, we are hereby terminating the
Agreement and all rights and obligations of the Seller and Purchaser
thereunder.  By execution of this Notice of Disapproval, we are hereby
authorizing and directing Commonwealth Land Title Insurance Company, as Escrow
Agent, to disburse the Earnest Money, plus all accrued interest, to us.

     Accompanying Mr. Perlman's Notice of Disapproval are copies of the Reports
Purchaser received during the Approval Period and relating to the Property, the
return of which are required by Section 17(C) of the Agreement.  To the extent
that we have not yet received a copy of any Report ordered during the Approval
Period, we will remit to Mr. Perlman a copy of such Report promptly following
our receipt of it.

                         ERP OPERATING LIMITED PARTNERSHIP,
                         an Illinois limited partnership

                         By:  Equity Residential Properties Trust,
                                 a Maryland Real Estate Investment
                                 Trust, its general partner

                         By:  /s/ Bruce C. Strohm
                            ------------------------------------
                                 Bruce C. Strohm
                                 Executive Vice President
Enclosure(s)


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