BALCOR EQUITY PENSION INVESTORS I
10-Q, 1997-11-10
REAL ESTATE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q
(Mark One)

  X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
     EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 1997
                               ------------------
                                      OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
     EXCHANGE ACT OF 1934.

For the transition period from              to             
                               ------------    ------------
Commission file number 2-85270
                       -------

BALCOR EQUITY PENSION INVESTORS-I
- ------------------------------------------------------
(Exact name of registrant as specified in its charter)

          Illinois                                      36-3240345    
- -------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer  
incorporation or organization)                      Identification No.)

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

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   X    No     
    -----     -----
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS - I
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                                BALANCE SHEETS
                   September 30, 1997 and December 31, 1996
                                  (UNAUDITED)

                                    ASSETS

                                                  1997           1996
                                             -------------- --------------
Cash and cash equivalents                    $   4,864,850  $  50,292,449
Accounts and accrued interest receivable           145,487        704,044
Prepaid expenses                                                  126,457
Deferred expenses, net of accumulated
  amortization of $252,417 in 1996                                388,847
                                             -------------- --------------
                                                 5,010,337     51,511,797
                                             -------------- --------------

Investment in real estate:
  Land                                                          4,398,007
  Buildings and improvements                                   48,195,641
                                                            --------------
                                                               52,593,648
  Less accumulated depreciation                                19,285,033
                                                            --------------
Investment in real estate, net
  of accumulated depreciation                                  33,308,615
                                             -------------- --------------
                                             $   5,010,337  $  84,820,412
                                             ============== ==============

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Accounts payable                             $      35,749  $     302,533
Due to affiliates                                   91,214         97,196
Security deposits                                                 182,178
                                             -------------- --------------
    Total liabilities                              126,963        581,907
                                             -------------- --------------
Commitments and contingencies
                                                
Limited Partners' capital (359,229 
  Interests issued and outstanding)              5,390,417     84,282,848
 
General Partner's deficit                         (507,043)       (44,343)
                                             -------------- --------------
    Total partners' capital                      4,883,374     84,238,505
                                             -------------- --------------
                                             $   5,010,337  $  84,820,412
                                             ============== ==============
                                                             
The accompanying notes are an integral part of the financial statements.
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS - I
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                       STATEMENTS OF INCOME AND EXPENSES
             for the nine months ended September 30, 1997 and 1996
                                  (UNAUDITED)

                                                  1997           1996
                                             -------------- --------------
Income:
  Rental                                     $   1,503,517  $  11,374,724
  Service                                          400,830      1,303,974
  Interest on short-term investments               861,793        582,721
                                             -------------- --------------
    Total income                                 2,766,140     13,261,419
                                             -------------- --------------
Expenses:
  Depreciation                                     455,830      2,716,141
  Amortization of deferred expenses                388,847         81,639
  Property operating                             1,632,379      6,478,778
  Real estate taxes                                111,676        855,780
  Property management fees                          80,828        520,909
  Administrative                                   369,464        644,142
                                             -------------- --------------
    Total expenses                               3,039,024     11,297,389
                                             -------------- --------------
(Loss) income before gain on sale of          
  properties and affiliate's minority 
  interest in income from joint venture           (272,884)     1,964,030

Gain on sale of properties                      15,391,870      2,214,430

Affiliate's minority interest in income
  from joint venture                                              (93,398)
                                             -------------- --------------
Net income                                   $  15,118,986  $   4,085,062
                                             ============== ==============
Net  income allocated to General Partner     $      50,979  $     456,967
                                             ============== ==============
Net income allocated to Limited Partners     $  15,068,007  $   3,628,095
                                             ============== ==============
Net income per Limited Partnership Interest
  (359,229 issued and outstanding)           $       41.95  $       10.10
                                             ============== ==============
Distributions to General Partner             $     513,679  $     269,940
                                             ============== ==============
Distributions to Limited Partners            $  93,960,438  $   2,429,472
                                             ============== ==============
Distributions per Limited Partnership
  Interest:
   Taxable                                   $       10.00  $        5.25
                                             ============== ==============
   Tax-exempt                                $      299.30  $        6.99
                                             ============== ==============
 
The accompanying notes are an integral part of the financial statements.
<PAGE>
                      BALCOR EQUITY PENSION INVESTORS - I
                       (AN ILLINOIS LIMITED PARTNERSHIP)

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

                                                  1997           1996
                                             -------------- --------------
Income:
  Rental                                                    $   3,601,780
  Service                                                         502,312
  Interest on short-term investments         $     140,637        266,759
                                             -------------- --------------
    Total income                                   140,637      4,370,851
                                             -------------- --------------
Expenses:
  Depreciation                                                    865,029
  Amortization of deferred expenses                                26,422
  Property operating                                 5,632      2,352,535
  Real estate taxes                                               280,816
  Property management fees                                        162,701
  Administrative                                   106,978        223,129
                                             -------------- --------------
    Total expenses                                 112,610      3,910,632
                                             -------------- --------------
Income  before gain on sale of                
  properties and affiliate's minority 
  interest in income from joint venture             28,027        460,219

Gain on sale of properties                                      2,214,430

Affiliate's minority interest in income
  from joint venture                                              (33,289)
                                             -------------- --------------
Net income                                   $      28,027  $   2,641,360
                                             ============== ==============
Net  income allocated to General Partner              None  $     143,731
                                             ============== ==============
Net income allocated to Limited Partners     $      28,027  $   2,497,629
                                             ============== ==============
Net income per Limited Partnership Interest
  (359,229 issued and outstanding)           $        0.08  $        6.95
                                             ============== ==============
Distribution to General Partner                       None  $      89,980
                                             ============== ==============
Distribution to Limited Partners             $  29,674,988  $     809,824
                                             ============== ==============
Distribution per Limited Partnership
  Interest:
   Taxable                                            None  $        1.75
                                             ============== ==============
   Tax-exempt                                $       95.00  $        2.33
                                             ============== ==============

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

                           STATEMENTS OF CASH FLOWS
             for the nine months ended September 30, 1997 and 1996
                                  (UNAUDITED)

                                                   1997           1996
                                             -------------- --------------
Operating activities:
  Net income                                 $  15,118,986  $   4,085,062
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Gain on sale of properties               (15,391,870)    (2,214,430)
      Affiliate's minority interest 
        in income from joint venture                               93,398
      Depreciation of properties                   455,830      2,716,141
      Amortization of deferred expenses            388,847         81,639
      Payment of deferred expenses                                (82,214)
      Net change in:
        Accounts and accrued interest
          receivable                               558,557        (39,857)
        Prepaid expenses                           126,457       (126,781)
        Accounts payable                          (266,784)        21,382
        Due to affiliates                           (5,982)        40,332
        Accrued real estate taxes                                 247,824
        Security deposits                         (182,178)       (73,114)
                                             -------------- --------------
  Net cash provided by operating activities        801,863      4,749,382
                                             -------------- --------------
Investing activities:
  Proceeds from property sales                  49,575,000     10,500,000
  Payment of selling costs                      (1,330,345)      (387,578)
  Improvements to properties                                      (93,974)
                                             -------------- --------------
  Net cash provided by investing activities     48,244,655     10,018,448
                                             -------------- --------------
Financing activities:
  Distributions to Limited Partners            (93,960,438)    (2,429,472)
  Distributions to General Partner                (513,679)      (269,940)
  Capital contributions from joint venture
    partner - affiliate                                            45,552
  Distributions to  joint venture 
    partner - affiliate                                           (62,651)
                                             -------------- --------------
  Net cash used in financing activities        (94,474,117)    (2,716,511)
                                             -------------- --------------
Net change in cash and cash equivalents        (45,427,599)    12,051,319
Cash and cash equivalents at beginning
  of period                                     50,292,449     11,305,552
                                             -------------- --------------
Cash and cash equivalents at end of period   $   4,864,850  $  23,356,871
                                             ============== ==============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                       BALCOR EQUITY PENSION INVESTORS-I
                       (An Illinois Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

1. Accounting Policies:

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

(b) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the profit and loss percentages in the
Partnership Agreement. In order for the capital accounts of the General Partner
and Limited Partners to appropriately reflect their respective remaining
economic interests as provided for in the Partnership Agreement, the income
allocations between the partners have been adjusted for financial statement
purposes in 1997.

2. Partnership Termination:

The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Partnership sold four properties. The available
proceeds from the sales of these properties were distributed to Tax-exempt
Limited Partners in January 1997. During March 1997, the Partnership sold the
GSB Office Building. The available proceeds from this sale were distributed to
Tax-exempt Limited Partners in April 1997. During April 1997, the Partnership
sold its remaining property, the 8280 Greensboro Drive Office Building. The
available proceeds from this sale were distributed to Tax-exempt Limited
Partners in July 1997. The Partnership has retained a portion of the cash to
satisfy obligations of the Partnership as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 5 of Notes to the
Financial Statements. In the absence of any contingency, the reserves will be
paid within twelve months of the last property being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.

3. Transactions with Affiliates:

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

                                           Paid
                                    ----------------------
                                    Nine Months    Quarter      Payable
                                    ------------  ---------    ----------     

   Reimbursement of expenses to
     the General Partner, at cost   $85,499        $36,679      $91,214
<PAGE>
4.  Property Sales:
       
(a) In March 1997, the Partnership sold the GSB Office Building in an all cash
sale for $19,575,000. From the proceeds of the sale, the Partnership paid
$638,495 in selling costs. The basis of the property was $13,048,410, which is
net of accumulated depreciation of $14,610,352. For financial statement
purposes, the Partnership recognized a gain of $5,888,095 from the sale of this
property.

(b) In April 1997, the Partnership sold the 8280 Greensboro Drive Office
Building in an all cash sale for $30,000,000. From the proceeds of the sale,
the Partnership paid $691,850 in selling costs. The basis of the property was
$19,804,375, which is net of accumulated depreciation of $5,130,511. For
financial statement purposes, the Partnership recognized a gain of $9,503,775
from the sale of this property.
 
5. Contingencies:

(a) The Partnership is currently involved in a lawsuit whereby the Partnership,
the General Partner and certain third parties have been named as defendants
seeking damages relating to tender offers to purchase interests in the
Partnership and nine affiliated partnerships initiated by the third party
defendants in 1996. The defendants continue to vigorously contest this action.
The action has been dismissed with prejudice and plaintiffs have filed an
appeal. It is not determinable at this time whether or not an unfavorable
decision in this action would have a material adverse impact on the
Partnership's financial position, results of operations or liquidity. The
Partnership believes that it has meritorious defenses to contest the claims.

(b) The Partnership is currently involved in a lawsuit whereby the Partnership
and certain affiliates have been named as defendants alleging certain federal
securities law violations with regard to the adequacy and accuracy of
disclosures of information concerning, as well as the marketing efforts related
to, the offering of the Limited Partnership Interests of the Partnership. The
defendants continue to vigorously contest this action. A plaintiff class has
not yet been certified, and no determination of the merits have been made. It
is not determinable at this time whether or not an unfavorable decision in this
action would have a material adverse impact on the Partnership's financial
position, results of operations or liquidity. The Partnership believes that it
has meritorious defenses to contest the claims.
<PAGE>
                       BALCOR EQUITY PENSION INVESTORS-I
                       (An Illinois Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS

Balcor Equity Pension Investors-I (the "Partnership") is a limited partnership
formed in 1983 to make first mortgage loans and to invest in and operate
income-producing real property. The Partnership raised $179,614,500 from sales
of Limited Partnership Interests and utilized these proceeds to fund six loans
and acquire three real property investments. The Partnership accepted deeds in
lieu of foreclosure on two of the loans, acquired one of its collateral
properties at a foreclosure sale and accepted prepayments on the three
remaining loans. The Partnership sold four properties in 1996. In addition, the
Partnership sold one property in March 1997 and sold its remaining property in
April 1997.  

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

Operations
- ----------

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

The Partnership generated loss before gain on sale during the nine months ended
September 30, 1997 as compared to income before gain on sale during the same
period in 1996 primarily due to the sale of properties during 1996 and 1997
which were generating income and the write-off of the remaining unamortized
leasing commissions related to the GSB and 8280 Greensboro Drive office
buildings which were sold in March and April 1997, respectively. The
Partnership recognized higher gains on the sales of the GSB and 8280 Greensboro
Drive office buildings during February and April 1997, respectively, than the
gain recognized on the sale of the Oxford Square Apartments in August 1996.
This was the primary reason net income increased for the nine months ended
September 30, 1997 as compared to the same period in 1996. The gain recognized
on the third quarter sale of the Oxford Square Apartments was the primary
reason net income decreased for the quarter ended September 30, 1997 as
compared to the same period in 1996. Further discussion of the Partnership's
operations is summarized below.

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

Discussions of fluctuations between 1997 and 1996 refer to both the nine months
and quarters ended September 30, 1997 and 1996, unless otherwise noted.

Rental and service income, depreciation, real estate taxes, property operating
and property management fees decreased in 1997 compared to 1996 due to the
sales of the Oxford Square and Oxford Hills apartment complexes and the Park
<PAGE>
Center and Pacific Center office buildings in 1996, and the sale of the GSB and
the 8280 Greensboro Drive office buildings in March and April 1997,
respectively. 

Due to higher average cash balances in 1997 as a result of the investment of
the proceeds received in connection with the 1997 and 1996 property sales prior
to distribution to Limited Partners, interest income on short-term investments
increased during the nine months ended September 30, 1997 as compared to the
same period in 1996.  Lower average cash balances resulted in a decrease in
interest income for the quarter ended September 30, 1997 as compared to the
same period in 1996.

Amortization expense increased during the nine months ended September 30, 1997
as compared to the same period in 1996 due to the write-off of the remaining
unamortized leasing commissions related to the GSB and 8280 Greensboro Drive
office buildings which were sold in March and April 1997, respectively.
Consequently, amortization expense ceased during the quarter ended September
30, 1997.

Property operating expense decreased during 1997 when compared to 1996.  The
sales of the Oxford Square and Oxford Hills apartment complexes and the Park
Center and Pacific Center office buildings in 1996 and the sales of the 8280
Greensboro Drive and the GSB office buildings in 1997 resulted in a decrease in
property operating expense of approximately $5,002,000. This decrease was
partially offset by increases of approximately $456,000 as a result of tenant
improvements and parking lot repairs at the GSB Office Building and tenant and
common area improvements at the 8280 Greensboro Drive Office Building.  

Administrative expenses decreased in 1997 as compared to 1996 primarily due to
professional fees incurred in 1996 related to the valuation of the
Partnership's real estate assets and printing and postage expenses incurred in
1996 relating to the Partnership's response to a tender offer in the second
quarter 1996. In addition, lower portfolio management fees during 1997
contributed to the decrease in administrative expenses.
   
In March 1997, the Partnership sold the GSB Office Building and recognized a
gain on sale of $5,888,095. Additionally, the Partnership sold the 8280
Greensboro Drive Office Building in April 1997, and recognized a gain on sale
of $9,503,775. During August 1996, the Partnership recognized a gain of
$2,214,430 on the sale of the Oxford Square Apartments.

In 1996, the Partnership sold the Pacific Center Office Building which was
owned through a joint venture. As a result, affiliate's minority interest in
income from joint venture ceased. 

Liquidity and Capital Resources
- -------------------------------

The cash position of the Partnership as of September 30, 1997 decreased by
approximately $45,428,000 as compared to December 31, 1996 primarily due to the
distribution of 1996 property sales proceeds in January 1997. Cash flow of
approximately $802,000 provided by operating activities consists primarily of
the cash flow generated from the property operations, and interest income on
<PAGE>
short-term investments, which were partially offset by administrative expenses.
Cash provided by investing activities of approximately $48,245,000 consists of
net proceeds from the sales of the GSB and the 8280 Greensboro Drive office
buildings. Cash used in financing activities of approximately $94,474,000
consists of distributions to Partners.

The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Partnership sold four properties. During March
1997, the Partnership sold the GSB Office Building and during April 1997, the
Partnership sold its remaining property, the 8280 Greensboro Drive Office
Building. The Partnership has retained a portion of the cash to satisfy
obligations of the Partnership as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 5 of Notes to
Financial Statements. In the absence of any contingency, the reserves will be
paid within twelve months of the last property being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.

In March 1997, the Partnership sold the GSB Office Building in an all cash sale
for $19,575,000. From the proceeds of the sale, the Partnership paid $638,495
in selling costs. Pursuant to the terms of the sale, the Partnership is
required to retain $500,000 of the proceeds until December 1997. The remaining
proceeds were distributed to the Tax-exempt Limited Partners in April 1997. See
Note 4 of Notes to Financial Statements for additional information.

In April 1997, the Partnership sold the 8280 Greensboro Drive Office Building
in an all cash sale for $30,000,000. From the proceeds of the sale, the
Partnership paid $691,850 in selling costs. The majority of the proceeds were  
distributed to the Tax-exempt Limited Partners in July 1997. See Note 4 of
Notes to Financial Statements for additional information.

Pursuant to the sale agreement for the Oxford Hills Apartments, $250,000 of the
sale proceeds was retained by the Partnership and was unavailable for
distribution until March 1997, at which time the funds were released in full.

Pursuant to the sale agreement for the Park Center Office Building, $200,000 of
the sale proceeds was retained by the Partnership and was unavailable for
distribution until June 1997, at which time the funds were released in full.

To date, Limited Partners have received distributions totaling $244.35 per
$500.00 Taxable Interest (of which $231.36 represents Net Cash Receipts and
$12.99 represents Net Cash Proceeds) and $672.77 per $500.00 Tax-exempt
Interest (of which $307.78 represents Net Cash Receipts and $364.99 represents
Net Cash Proceeds). In accordance with the Partnership Agreement, Net Cash
Proceeds are allocated first to the Tax-exempt Limited Partners. Taxable and
Tax-exempt Limited Partners received quarterly distributions from Net Cash
Receipts. The Partnership discontinued quarterly Net Cash Receipts
distributions beginning the first quarter of 1997; therefore, Taxable Limited
Partners will not receive further quarterly distributions. Taxable Limited
<PAGE>
Partners will not receive aggregate distributions from the Partnership equal to
their original investment. However, Taxable Limited Partners will share in the
amounts allocated to the Repurchase Fund. Tax-exempt Limited Partners are
expected to receive a future Net Cash Proceeds distribution from the release of
the GSB Office Building sale holdback, however, there can be no assurance in
this regard. 

In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners.
<PAGE>
                       BALCOR EQUITY PENSION INVESTORS-I
                       (An Illinois Limited Partnership)

                          PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
- ------------------------------------------

(a) Exhibits:

(4) Certificate of Limited Partnership set forth as Exhibit 4.1 to Amendment
No. 2 to the Registrant's Registration Statement on Form S-11 dated October 4,
1983 (Registration No. 2-85270) and Form of Confirmation regarding Interests in
the Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 1992 (Commission File No. 2-85270) are
incorporated herein by reference.

(10) Material Contracts:

(a) Agreement of Sale and attachment thereto relating to the sale of Oxford
Square Apartments, Casselberry, Florida, previously filed as Exhibit (2) to the
Registrant's Report on Form 8-K dated July 5, 1996 is incorporated herein by
reference.

(b) Agreement of Sale and attachment thereto relating to the sale of Oxford
Hills Apartments, St. Louis County, Missouri, previously filed as Exhibit (2)
to the  Registrant's Report on Form 8-K dated October 16, 1996 is incorporated
herein by reference.

(c) (i) Agreement of Sale and attachment thereto relating to the sale of GSB
Office Building, Bala Cynwyd, Pennsylvania, previously filed as Exhibit (2) to
the Registrant's Report on Form 8-K dated December 2, 1996 is incorporated
herein by reference.

(ii) First Amendment to Agreement of Sale relating to the sale of the GSB
Office Building, Bala Cynwyd, Pennsylvania, previously filed as Exhibit (99)(a)
to the Registrant's Report on Form 8-K dated January 6, 1997 is incorporated
herein by reference.

(iii) Second Amendment to Agreement of Sale relating to the sale of the GSB
Office Building, Bala Cynwyd, Pennsylvania, previously filed as Exhibit (99)(b)
to the Registrant's Report on Form 8-K dated January 6, 1997 is incorporated
herein by reference.

(iv) Letter dated January 30, 1997 relating to the sale of the GSB Office
Building, Bala Cynwyd, Pennsylvania, previously filed as Exhibit (10)(c)(iv) to
the Registrant's Report on Form 10-K for the year ended December 31, 1996 is
incorporated herein by reference.

(d) (i) Agreement of Sale dated March 11, 1997 and attachment thereto relating
to the sale of the 8280 Greensboro Drive Office Building, McLean, Virginia,
previously filed as Exhibit (10)(d)(iii) to the Registrant's Report on Form
10-K for the year ended December 31, 1996 is incorporated herein by reference.
<PAGE>
(ii) Letter Agreement dated March 12, 1997 relating to the sale of the 8280
Greensboro Drive Office Building, McLean, Virginia, previously filed as Exhibit
(10)(d)(iv) to the Registrant's Report on Form 10-K for the year ended December
31, 1996 is incorporated herein by reference.

(iii) Second Amendment to Agreement of Sale relating to the sale of the 8280
Greensboro Drive Office Building, McLean, Virginia, previously filed as Exhibit
(10)(d)(v) to the Registrant's Report on Form 10-K for the year ended December
31, 1996 is incorporated herein by reference.

(iv) Third Amendment to Agreement of Sale relating to the sale of the 8280
Greensboro Drive Office Building, McLean, Virginia, previously filed as Exhibit
(10)(d)(iv) to the Registrant's Report on Form 10-Q for the quarterly period
ended March 31, 1997 is incorporated herein by reference.   

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

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

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

                              BALCOR EQUITY PENSION INVESTORS-I

                              By: /s/Thomas E. Meador
                                  -----------------------------
                                  Thomas E. Meador
                                  President and Chief Executive 
                                  Officer (Principal Executive 
                                  Officer) of Balcor Equity Partners-I,       
                                  the General Partner                         
     
                              By: /s/Jayne A. Kosik
                                  ------------------------------
                                  Jayne A. Kosik
                                  Managing Director and Chief Financial 
                                  Officer (Principal Accounting Officer)
                                  of Balcor Equity Partners-I, the 
                                  General Partner

Date: November 10, 1997
      -----------------
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                            4865
<SECURITIES>                                         0
<RECEIVABLES>                                      145
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                  5010
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                    5010
<CURRENT-LIABILITIES>                              127
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                        4883
<TOTAL-LIABILITY-AND-EQUITY>                      5010
<SALES>                                              0
<TOTAL-REVENUES>                                 18158
<CGS>                                                0
<TOTAL-COSTS>                                     1825
<OTHER-EXPENSES>                                  1214
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  15119
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              15119
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     15119
<EPS-PRIMARY>                                    41.95
<EPS-DILUTED>                                    41.95
        

</TABLE>


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