BALCOR REALTY INVESTORS 84 SERIES II
10-K/A, 1995-05-19
REAL ESTATE
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
                          -----------------
                                       OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from               to 
                               -------------    -------------            

Commission file number 0-13334
                       -------

                      BALCOR REALTY INVESTORS 84-SERIES II
                        A REAL ESTATE LIMITED PARTNERSHIP
             ------------------------------------------------------          
             (Exact name of registrant as specified in its charter)

           Maryland                                      36-3223939
- - -------------------------------                      ------------------- 
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

Balcor Plaza
4849 Golf Road, Skokie, Illinois                         60077-9894
- - ----------------------------------------             -------------------    
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code (708) 677-2900
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

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

                         Limited Partnership Interests
                         -----------------------------
                                (Title of class)

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 [   ]

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 ]
<PAGE>
         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

Report of Independent Accountants

Financial Statements:

Balance Sheets, December 31, 1994 and 1993

Statements of Partners' Deficit, for the years ended December 31, 1994, 1993
and 1992

Statements of Income and Expenses, for the years ended December 31, 1994, 1993
and 1992

Statements of Cash Flows, for the years ended December 31, 1994, 1993 and 1992

Notes to Financial Statements

Financial Statement Schedule:

III - Real Estate and Accumulated Depreciation, as of December 31, 1994

Financial Statement Schedules, other than that listed, are omitted for the
reason that they are inapplicable or equivalent information has been included
elsewhere herein.
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
Balcor Realty Investors 84-Series II
A Real Estate Limited Partnership:

We have audited the financial statements and the financial statement schedule
of Balcor Realty Investors 84-Series II, A Real Estate Limited Partnership (A
Maryland Limited Partnership) as listed in the index of this Form 10-K. These
financial statements and the financial statement schedule are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and the financial statement
schedule 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 Balcor Realty Investors
84-Series II, A Real Estate Limited Partnership at December 31, 1994 and 1993,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles. In addition, in our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.








                                   COOPERS & LYBRAND L.L.P


Chicago, Illinois
February 27, 1995
<PAGE>

                     BALCOR REALTY INVESTORS 84-SERIES II,
                      A REAL ESTATE LIMITED PARTNERSHIP
                      (A Maryland Limited Partnership)

                              BALANCE SHEETS
                        December 31, 1994 and 1993



                                  ASSETS


                                                    1994          1993
                                               ------------- -------------
Cash and cash equivalents                      $    325,412  $  1,160,704
Escrow deposits                                   1,094,558     1,149,671
Accounts and accrued interest receivable            364,052        65,276
Deferred expenses, net of accumulated
  amortization of $585,255 in 1994 and
  $1,084,192 in 1993                                743,815     1,064,613
                                               ------------- -------------
                                                  2,527,837     3,440,264
                                               ------------- -------------
Investment in real estate, at cost:
  Land                                           11,076,389    15,412,784
  Buildings and improvements                     71,945,955    86,867,741
                                               ------------- -------------
                                                 83,022,344   102,280,525
  Less accumulated depreciation                  28,913,579    32,387,624
                                               ------------- -------------
Investment in real estate, net of accumulated
  depreciation                                   54,108,765    69,892,901
                                               ------------- -------------
                                               $ 56,636,602  $ 73,333,165
                                               ============= =============



                      LIABILITIES AND PARTNERS' DEFICIT



Loans payable - affiliate                      $  8,108,555  $  7,775,723
Accounts payable                                    170,393       115,493
Due to affiliates                                   258,657       268,432
Accrued liabilities, principally interest
  and real estate taxes                           1,131,065     2,274,720
Security deposits                                   293,922       372,855
Mortgage notes payable                           65,971,823    84,130,907
                                               ------------- -------------
    Total liabilities                            75,934,415    94,938,130


Affiliates' participation in joint ventures      (1,201,168)   (1,053,382)

Partners' deficit (87,037 Limited Partnership
  Interests issued and outstanding)             (18,096,645)  (20,551,583)
                                               ------------- -------------
                                               $ 56,636,602  $ 73,333,165
                                               ============= =============

  The accompanying notes are an integral part of the financial statements.
<PAGE>
                     BALCOR REALTY INVESTORS 84-SERIES II,
                      A REAL ESTATE LIMITED PARTNERSHIP
                      (A Maryland Limited Partnership)

                        STATEMENTS OF PARTNERS' DEFICIT
              for the years ended December 31, 1994, 1993 and 1992



                                          Partners' Deficit Accounts
                                 -----------------------------------------
                                                  General       Limited
                                     Total        Partner     Partners(A)
                                 ------------- ------------- -------------

Balance at December 31, 1991     $(25,354,125) $ (1,010,549) $(24,343,576)

Net loss for the year
  ended December 31, 1992          (5,099,275)      (50,993)   (5,048,282)
                                 ------------- ------------- -------------
Balance at December 31, 1992      (30,453,400)   (1,061,542)  (29,391,858)

Net income for the year
  ended December 31, 1993           9,901,817        99,018     9,802,799
                                 ------------- ------------- -------------
Balance at December 31, 1993      (20,551,583)     (962,524)  (19,589,059)

Net income for the year
  ended December 31, 1994           2,454,938        24,549     2,430,389
                                 ------------- ------------- -------------
Balance at December 31, 1994     $(18,096,645) $   (937,975) $(17,158,670)
                                 ============= ============= =============

(A)  Includes a $95,000 investment by the General Partner.

  The accompanying notes are an integral part of the financial statements.


                     BALCOR REALTY INVESTORS 84-SERIES II,
                      A REAL ESTATE LIMITED PARTNERSHIP
                      (A Maryland Limited Partnership)

                     STATEMENTS OF INCOME AND EXPENSES
            for the years ended December 31, 1994, 1993 and 1992



                                      1994          1993          1992
                                 ------------- ------------- -------------
Income:
  Rental and service             $ 16,985,963  $ 17,953,526  $ 21,494,257
  Interest on short-term
    investments                        34,580        31,346       161,231
  Settlement income                                               273,294
                                 ------------- ------------- -------------
    Total income                   17,020,543    17,984,872    21,928,782
                                 ------------- ------------- -------------
Expenses:
  Interest on mortgage notes
    payable                         6,514,973     8,287,777    10,864,977
  Interest on short-term loans        399,006       290,389       281,481
  Depreciation                      2,492,641     2,712,857     3,573,761
  Amortization of deferred
    expenses                          211,246       441,513       271,755
  Property operating                4,968,623     4,729,076     6,092,794
  Maintenance and repairs           2,462,717     1,838,831     2,613,933
<PAGE>
  Real estate taxes                 1,639,635     1,553,880     1,708,931
  Property management fees            850,097       893,859     1,047,321
  Administrative                      870,872       679,625       653,998
                                 ------------- ------------- -------------
    Total expenses                 20,409,810    21,427,807    27,108,951
                                 ------------- ------------- -------------
Loss before gain on sale of
  properties, participations in
  joint ventures and
  extraordinary items              (3,389,267)   (3,442,935)   (5,180,169)
Gain on sale of properties          4,257,709     3,606,825
Affiliates' participation in
  losses from joint ventures           75,723        70,965        80,894
                                 ------------- ------------- -------------
Income (loss) before
  extraordinary items                 944,165       234,855    (5,099,275)
                                 ------------- ------------- -------------
Extraordinary items:
  Gain on forgiveness of debt       1,510,773     1,234,276
  Gain on foreclosure of
    properties                                    8,432,686
                                 -------------  ------------
    Total extraordinary items       1,510,773     9,666,962
                                 ------------- ------------- -------------
Net income (loss)                $  2,454,938  $  9,901,817  $ (5,099,275)
                                 ============= ============= =============
Income (loss) before
  extraordinary items allocated
  to General Partner             $      9,441  $      2,349  $    (50,993)
                                 ============= ============= =============
Income (loss) before
  extraordinary items allocated
  to Limited Partners            $    934,724  $    232,506  $ (5,048,282)
                                 ============= ============= =============
Income (loss) before
  extraordinary items per
  Limited Partnership Interest
  (87,037 issued and
  outstanding)                   $      10.74  $       2.68  $     (58.00)
                                 ============= ============= =============
Extraordinary items allocated
  to General Partner             $     15,108  $     96,669          None
                                 ============= ============= =============
Extraordinary items allocated
  to Limited Partners            $  1,495,665  $  9,570,293          None
                                 ============= ============= =============
Extraordinary items per Limited
  Partnership Interest (87,037
  issued and outstanding)        $      17.18  $     109.95          None
                                 ============= ============= =============
Net income (loss) allocated to
  General Partner                $     24,549  $     99,018  $    (50,993)
                                 ============= ============= =============
Net income (loss) allocated to
  Limited Partners               $  2,430,389  $  9,802,799  $ (5,048,282)
                                 ============= ============= =============
Net income (loss) per Limited
  Partnership Interest (87,037
  issued and outstanding)        $      27.92  $     112.63  $     (58.00)
                                 ============= ============= =============

  The accompanying notes are an integral part of the financial statements.


                     BALCOR REALTY INVESTORS 84-SERIES II,
                      A REAL ESTATE LIMITED PARTNERSHIP
                      (A Maryland Limited Partnership)

                          STATEMENTS OF CASH FLOWS
            for the years ended December 31, 1994, 1993 and 1992




                                      1994          1993          1992
                                 ------------- ------------- -------------
Operating activities:

  Net income (loss)              $  2,454,938  $  9,901,817  $ (5,099,275)
  Adjustments to reconcile net
    income (loss) to net cash
    used in operating activities:
      Gain on forgiveness of debt  (1,510,773)   (1,234,276)
      Gain on foreclosure of
        properties                               (8,432,686)
      Gain on sale of properties   (4,257,709)   (3,606,825)
<PAGE>
      Affiliates' participation
        in losses from joint
        ventures                      (75,723)      (70,965)      (80,894)
      Depreciation of properties    2,492,641     2,712,857     3,573,761
      Amortization of deferred
        expenses                      211,246       441,513       271,755
      Deferred interest expense                                   689,421
      Net change in:
        Escrow deposits                55,113      (360,723)        1,166
        Accounts and accrued
          interest receivable        (298,776)      165,444        81,663
        Accounts payable               54,900      (185,544)     (467,175)
        Due to affiliates              (9,775)       99,586        15,662
        Accrued liabilities          (615,274)      341,199      (218,889)
        Security deposits             (78,933)     (102,146)      (17,016)
                                 ------------- ------------- -------------
  Net cash used in operating
    activities                     (1,578,125)     (330,749)   (1,249,821)
                                 ------------- ------------- -------------
Investing activities:

  Proceeds from sale of
    properties                     17,790,715     9,385,000
  Costs incurred in connection
    with sale of properties          (241,511)     (164,056)
                                 -------------  ------------
  Net cash provided by investing
    activities                     17,549,204     9,220,944
                                 -------------  ------------
Financing activities:

  Capital contributions by joint
    venture partners -
    affiliates                         17,320                     114,741
  Distributions to joint venture
    partners - affiliates             (89,383)      (25,037)      (82,416)
  Proceeds from loans payable -
    affiliate                         866,905     1,086,469     2,383,975
  Repayment of loans payable -
    affiliate                        (534,073)   (1,429,236)
  Proceeds from issuance of
    mortgage notes payable          7,448,362    13,236,340
  Principal payments on mortgage
    notes payable                    (576,339)     (614,974)   (1,311,635)
  Repayments of mortgage notes
    payable                       (23,693,178)  (19,792,049)
  Payment of deferred expenses       (245,985)     (414,832)      (58,585)
                                 -------------  ------------  ------------
  Net cash (used in) or provided
    by financing activities       (16,806,371)   (7,953,319)    1,046,080
                                 -------------  ------------  ------------
Net change in cash and cash
  equivalents                        (835,292)      936,876      (203,741)
Cash and cash equivalents at
  beginning of year                 1,160,704       223,828       427,569
                                 ------------- ------------- -------------
Cash and cash equivalents at
  end of year                    $    325,412  $  1,160,704  $    223,828
                                 ============= ============= =============

  The accompanying notes are an integral part of the financial statements.
<PAGE>
                     BALCOR REALTY INVESTORS 84-SERIES II,
                       A REAL ESTATE LIMITED PARTNERSHIP
                        (A Maryland Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

1. Accounting Policies:

(a) Depreciation expense is computed using the straight-line and accelerated
methods. Rates used in the determination of depreciation are based upon the
following estimated useful lives:

                                                     Years
                                                     -----
               Buildings, building appurtenances
                 and land improvements                30
               Furniture and fixtures                  5

Maintenance and repairs are charged to expense when incurred. Expenditures for
improvements are charged to the related asset account.

Interest incurred while properties were under construction was capitalized.

The Partnership records its investments in real estate at cost, and
periodically assesses possible impairment to the value of its properties. In
the event that the General Partner determines that a permanent impairment in
value has occurred, the carrying basis of the property is reduced to its
estimated fair value.

(b) Deferred expenses consist of loan refinancing and modification fees which
are amortized over the terms of the respective loan agreements.

(c) Cash equivalents include all highly liquid investments with a maturity of
three months or less when purchased.

(d) The Partnership is not liable for Federal income taxes and each partner
recognizes his proportionate share of the Partnership income or loss in his tax
return; therefore, no provision for income taxes is made in the financial
statements of the Partnership.

2. Partnership Agreement:

The Partnership was organized in February 1983. The Partnership Agreement
provides for Balcor Partners-84 II, Inc. to be the General Partner and for the
admission of Limited Partners through the sale of up to 110,000 Limited
Partnership Interests at $1,000 per Interest, 87,037 of which were sold on or
prior to September 28, 1984, the termination date of the offering.

The Partnership Agreement provides that the General Partner will be allocated
1% of the profits and losses and the Limited Partners will be allocated 99% of
the profits and losses. One hundred percent of Net Cash Receipts available for
distribution shall be distributed to the holders of Interests in proportion to
their participating percentages as of the record date for such distributions.
However, there shall be accrued for the benefit of the General Partner as its
distributive share from operations, an amount equivalent to approximately 1% of
the total Net Cash Receipts being distributed, which will be paid only out of
Net Cash Proceeds. Under certain circumstances, the General Partner may
participate in the Net Cash Proceeds of the sale or refinancing of Partnership
properties. The General Partner's participation is limited to 15% of Net Cash
Proceeds, including its share of accrued Net Cash Receipts, and is subordinated
to the return of Original Capital plus any deficiency in a Cumulative
Distribution of 6% on Adjusted Original Capital to the holders of Interests, as
defined in the Partnership Agreement.
<PAGE>
3. Mortgage Notes Payable:
Mortgage notes payable at December 31, 1994 and 1993 consisted of the following:
<TABLE>
<CAPTION>
                          Carrying      Carrying
                           Amount        Amount
                           Current       Current    Estimated                              Final
  Property Pledged       of Notes at   of Notes at   Interest    Monthly     Balloon     Maturity
  as Collateral           12/31/94      12/31/93       Rate      Payment     Payment       Date
  -----------------      ----------    ----------    --------    -------    ---------    -------
<S>                  <C>             <C>             <C>       <C>        <C>            <C>
Apartment Complexes:
La Contenta           $ 7,119,382     $ 7,194,869      9.50%   $ 62,634    $ 6,933,000     1996
Meadow Creek (A)        5,141,497       5,182,477      8.54%     40,131       4,972,000    1998
Park Colony (B)         9,975,000       9,975,000     9.375%     78,125      9,753,000     1999
Ridgepoint Green (C)                    8,579,085                                     
Ridgepoint Way (C)                      9,352,022                                     
Ridgetree (Phase II)(D) 7,868,144       7,914,857     10.05%     70,004      7,529,000     2000
Rosehill Pointe        14,750,078      15,000,906     7.875%    117,886     13,619,000     1998
                        1,344,000(E)    1,344,000      9.75%     14,238      1,206,000     1998
Seabrook                5,081,898       5,081,898     10.85%     45,949      5,082,000     1997
Spring Creek (F)        7,420,202       7,091,610      9.21%     61,060      7,076,000     2000
Westwood Village        7,271,622       7,414,183     6.498%     52,333      6,612,000     1998
                     ------------    ------------

    Total             $65,971,823     $84,130,907
                     ============    ============
</TABLE>See notes (A) through (F).
<PAGE>
(A) In May 1993, this loan was refinanced. The interest rate decreased from 10%
to 8.54%, the maturity date was extended from September 1993 to June 1998 and
the monthly payments decreased from $46,444 to $40,131. Proceeds from the new
$5,200,000 first mortgage loan were used to repay the existing first mortgage
loan of $5,178,672.

(B) In December 1993, this loan was modified. The interest rate decreased from
10.25% to 9.375%, the maturity date was extended from July 1996 to January
1999, and monthly payments decreased from $92,223 to $78,125.

(C) Plans of reorganization related to these loans were confirmed by the
Bankruptcy Court in March 1994 and made effective in April 1994. The lender's
secured claims for these loans totaled $19,195,524 which equaled the
outstanding principal balances of the loans, unpaid interest through the
effective date of the plans and legal and professional fees incurred by the
lender in the bankruptcy proceedings. The outstanding principal amount of the
loans were to bear interest at 8% through the new maturity date of October 1,
1995. Under the plans, the Partnership had until maturity to sell the
properties on certain specified terms, and did so during August 1994. See Notes
9 and 10 of Notes to Financial Statements for additional information.

(D) In April 1993, this loan was refinanced. The interest rate decreased from
11.00% to 10.05%, the maturity date was extended from August 1996 to May 2000
and monthly payments decreased from $83,300 to $70,004. Proceeds from the
$7,784,630 first mortgage loan and the $158,870 second mortgage loan, along
with a principal payment of $400,302, were used to repay the existing
$9,578,078 first mortgage loan which represents a discount of $1,234,276. 

(E) In January 1995, this loan was modified. The interest rate remained at
9.75%, the maturity date was extended from January 1995 to January 1998, and
the monthly payments of $10,920 increased to $14,238.

(F) In July 1994, this loan was refinanced. The interest rate decreased from
9.25% to 9.21%, the maturity date was extended from August 1994 to August 2000,
and the monthly payments increased from $54,729 to $61,060. Proceeds from the
new $7,448,362 first mortgage loan were used to repay the existing first
mortgage loan of $7,100,000.

The Partnership's loans described above require current monthly payments of
principal and interest except for the Park Colony and Seabrook mortgage loans
which require interest only payments.

Five-year maturities of the mortgage notes payable are approximately as
follows:

                         1995    $   700,000      
                         1996      7,738,000
                         1997      5,891,000 
                         1998     26,912,000
                         1999      9,903,000

During 1994, 1993 and 1992, the Partnership incurred interest expense on
mortgage notes payable of $6,514,973, $8,287,777 and $10,864,977 and paid
interest expense of $6,863,768, $7,888,588 and $10,255,657, respectively.

4. Management Agreements:

As of December 31, 1994, all of the properties owned by the Partnership are
under management agreements with a third party management company. These
management agreements provide for annual fees of 5% of gross operating
receipts. 

5. Seller's Participation in Joint Venture:

Meadow Creek Apartments is owned by a joint venture between the Partnership and
the seller. The seller retains an interest in the property through an interest
<PAGE>
in the joint venture. All assets, liabilities, income and expenses of the joint
venture are included in the financial statements of the Partnership with the
appropriate deduction from income, if any, for the seller's participation in
the joint venture.

6. Affiliates' Participation in Joint Ventures:

Rosehill Pointe Apartments is owned by a joint venture between the Partnership
and an affiliated partnership. Profits and losses are allocated 61.62% to the
Partnership and 38.38% to the affiliate. In addition, Seabrook Apartments is
owned by a joint venture between the Partnership and two affiliates of the
Partnership. Profits and losses are allocated 83.72% to the Partnership and
16.28% to the affiliates. All assets, liabilities, income and expenses of the
joint ventures are included in the financial statements of the Partnership with
appropriate adjustment of profit or loss for the affiliates' participation in
the joint ventures.

7. Tax Accounting:

The Partnership keeps its books in accordance with the Internal Revenue Code,
rules and regulations promulgated thereunder and existing interpretations
thereof. The accompanying financial statements, which are prepared in
compliance with generally accepted accounting principles, will differ from the
tax returns due to the different treatment of various items as specified in the
Internal Revenue Code. The net effect of these accounting differences is that
the net income for 1994 in the financial statements is $4,255,189 less than the
tax income of the Partnership for the same period.

8. Transactions with Affiliates:

Fees and expenses paid and payable by the Partnership to affiliates are:

                     Year Ended          Year Ended          Year Ended
                      12/31/94            12/31/93            12/31/92     
                 ------------------  ------------------  ------------------
                   Paid     Payable    Paid      Payable    Paid     Payable
                 ---------  -------  --------    -------  --------   -------
Property manage-
  ment fees       $827,716      None   $866,889 $104,097   $976,555   $77,127
Reimbursement of
  expenses to
  General Partner
  at cost:
    Accounting      80,957    31,333     64,215    5,310     65,890     4,813
    Data processing 64,251    14,023     36,471    6,722     41,631     3,428
    Investment
       processing    7,068       571     10,056      831      1,711       125
    Investor com-
      munications   12,403     5,388      8,223      680     10,182       744
    Legal           15,160     9,948     16,178    1,338     20,582     1,504
    Portfolio
       management   76,659    32,097     73,612    8,332     53,175    12,888
    Other           25,194     4,658     15,075    1,246     19,106     1,396

Allegiance Realty Group, Inc., an affiliate of the General Partner, managed all
of the Partnership's properties until the affiliate was sold to a third party
in November 1994.

As of December 31, 1994, the General Partner has advanced $8,108,555, including
net advances of $332,832 during 1994, to the Partnership to provide working
capital and meet other Partnership obligations. During 1994, 1993 and 1992, the
Partnership incurred interest expense of $399,006,  $290,389 and $281,481,
respectively, in connection with these loans. The Partnership paid interest
expense of $378,243, $217,334 and $248,308 during 1994, 1993 and 1992,
respectively. As of December 31, 1994, interest of $160,639 was payable on
these advances. Interest was computed at the American Express Company cost of
<PAGE>
funds rate plus a spread to cover administrative expenses. As of December 31,
1994, this rate was 6.56%.

As of January 1, 1993, the Partnership had a $300,000 outstanding letter of
credit which was guaranteed by an affiliate of the General Partner. This letter
of credit was required by the lending institution of the Ridgetree II mortgage
loan. During 1993, the $300,000 guarantee was released.

The General Partner may continue to provide additional short-term loans to the
Partnership or to fund working capital needs or property operating deficits,
although there is no assurance that such loans will be available. Should such
short-term loans not be available, the General Partner will seek alternative
third party sources of financing working capital. However, the current economic
environment and its impact on the real estate industry make it unlikely that
the Partnership would be able to secure financing from third parties to fund
working capital needs or operating deficits. Should additional borrowings be
needed and not be available either through the General Partner or third
parties, the Partnership may be required to dispose of some of its properties
to satisfy these obligations.

The Partnership participates in an insurance deductible program with other
affiliated partnerships in which the program pays claims up to the amount of
the deductible under the master insurance policies for its properties. The
program is administered by an affiliate of the General Partner who receives no
fee for administering the program. The Partnership's 
premiums to the deductible insurance program were $186,498, $126,927 and
$158,266 in 1994, 1993 and 1992, respectively.

9. Property Sales:

The Partnership sold the Ridgepoint Green and Ridgepoint Way apartment
complexes during 1994 and the Butterfield Village Apartments during 1993 in
separate all cash sales for $17,790,715 and $9,385,000, respectively. From the
proceeds of the sales, the Partnership paid $16,593,178 and $6,269,575 in full
satisfaction of the properties' first mortgage loans, respectively. The bases
of these properties totaled $13,291,495 and $5,614,119, net of accumulated
depreciation of $5,966,686 and $2,713,101, respectively. For financial
statement purposes, the Partnership recognized gains of $4,257,709 and
$3,606,825 from the sale of these properties during 1994 and 1993,
respectively. The remaining proceeds from the sales were used to repay a
portion of the loan from the General Partner.

10. Extraordinary Items:

(a) During 1994, the Ridgepoint Green and Ridgepoint Way apartment complexes
were sold. In connection with the sale, the mortgage notes which had
outstanding balances of $18,459,488, including accrued interest, were repaid
for $16,593,178. The Partnership also fully amortized the remaining $355,537 of
loan modification fees related to the 1989 modifications of these mortgage
notes. During 1993, the Ridgetree II mortgage note was refinanced. In
connection with the refinancing, the mortgage note which had an outstanding
balance of $9,578,078, including accrued interest and other fees, was repaid
for $8,343,802. These transactions resulted in extraordinary gains on
forgiveness of debt totaling $1,510,773 in 1994 and $1,234,276 in 1993 for
financial statement purposes.

(b) During 1993, title to the Rancho Mirage and Highland Ridge Apartments were
relinquished through foreclosure. The Partnership wrote off the property bases
of $19,861,720, net of accumulated depreciation of $8,478,201, mortgage loan
balances of $27,645,298, accrued and unpaid interest expense and real estate
taxes of $619,926 and security deposits of $29,182. The Partnership recognized
extraordinary gains of $8,432,686 during 1993 for financial statement purposes.
<PAGE>
                                  BALCOR REALTY INVESTORS 84-SERIES II
                                   A REAL ESTATE LIMITED PARTNERSHIP
                                    (A Maryland Limited Partnership)
<TABLE>
                         SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATIO
                                         as of December 31, 1994
<CAPTION>
        Col. A                 Col. B          Col. C                         Col. D             
- - ---------------------         --------  --------------------    ---------------------------------
                                            Initial Cost                Cost Adjustments
                                           to Partnership           Subsequent to Acquisition    
                                        --------------------    ---------------------------------
                                                   Buildings              Carrying
                               Encum-               and Im-    Improve-     Costs       Reduction
     Description               brances    Land    provements     ments       (a)        of Basis 
- - ---------------------          -------  -------- ------------  ---------  ---------    ----------
<S>                              <C> <C>          <C>          <C>      <C>         <C>         
La Contenta Apts., 274-
  units in Tempe, AZ             (d)  $1,300,000   $5,875,000      None    $612,142         None

Meadow Creek Apts., 250-
  units in Pineville, NC         (d)     550,000    6,150,000      None     905,804    $(548,116)(f)

Park Colony Apts.,
  352-units in
  Gwinnett County, GA            (d)   1,450,000    9,000,000   $44,720   1,255,336         None

Ridgetree Apts.
  (Phase II), 354-units
  in Dallas, TX                  (d)   1,432,000    8,643,000      None   1,289,690         None

Rosehill Pointe Apts.,
  498-units in
  Lenaxa, KS                     (d)   2,350,000   15,948,000      None   1,799,487      (63,517)(f)

Seabrook Apts.,
  200-units in
  Orange County, FL              (d)     757,000    5,465,000      None     764,278         None

Spring Creek Apts., 288-
  units in Columbus, OH          (d)   1,400,000    7,005,000      None   1,054,199     (856,121)(f)

Westwood Apts., 320-
  units in Irving, TX            (d)   2,265,000    6,914,000      None   1,261,442   (1,001,000)(g)
                                     -----------  -----------  -------- -----------  -----------
    Total                            $11,504,000  $65,000,000  $ 44,720 $ 8,942,378  $(2,468,754)
                                     ===========  ===========  ======== ===========  ===========
</TABLE>
See Notes (a) through (g).
<PAGE>
                                  BALCOR REALTY INVESTORS 84-SERIES II
                                   A REAL ESTATE LIMITED PARTNERSHIP
                                    (A Maryland Limited Partnership)
<TABLE>
                        SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                         as of December 31, 1994
                                               (Continued)
<CAPTION>
       Col. A                          Col. E                 Col. F      Col. G   Col. H     Col. I    
- - -------------------       --------------------------------   --------    --------  ------ --------------
                               Gross Amounts at Which                                        Life Upon
                             Carried at Close of Period                                    Which Depre-
                           -------------------------------                                  ciation in
                                     Buildings               Accumulated   Date     Date   Latest Income
                                      and Im-       Total     Deprecia-   of Con-   Acq-     Statement
    Description             Land    provements     (b)(c)      tion(c)   struction  uired   is Computed 
- - -------------------      ----------------------------------------------- ---------- ----- --------------
<S>                    <C>          <C>         <C>          <C>            <C>     <C>         <C>
La Contenta Apts., 274-
  units in Tempe, AZ    $1,301,240   $6,485,902   $7,787,142 $ 2,797,678    1984    7/83        (e)

Meadow Creek Apts., 250-
  units in Pineville, NC   509,743    6,547,945    7,057,688   2,576,785    1985    1/84        (e)

Park Colony Apts.,
  352-units in
  Gwinnett County, GA    1,451,544   10,298,512   11,750,056   4,241,310    1984    5/83        (e)

Ridgetree Apts.
  (Phase II) 354-units
  in Dallas, TX          1,432,426    9,932,264   11,364,690   4,022,094    1984    2/83        (e)

Rosehill Pointe Apts.,
  498-units in
  Lenexa, KS             2,343,930   17,690,040   20,033,970   6,649,112    1985    11/84       (f)

Seabrook Apts.,
  200-units in
  Orange County, FL        773,470    6,212,808    6,986,278   2,406,343    1985    12/83       (e)

Spring Creek Apts., 288-
  units in Columbus, OH  1,262,965    7,340,113    8,603,078   2,978,143    1985    2/84        (e)

Westwood Apts., 320-
  units in Irving, TX    2,001,071    7,438,371    9,439,442   3,242,114    1984    3/83        (e)
                       -----------  ----------- ------------ -----------
    Total              $11,076,389  $71,945,955 $ 83,022,344 $28,913,579
                       ===========  =========== ============ ===========
</TABLE>
See Notes (a) through (g).
<PAGE>
                     BALCOR REALTY INVESTORS 84-SERIES II,
                       A REAL ESTATE LIMITED PARTNERSHIP
                        (A Maryland Limited Partnership)

                              NOTES TO SCHEDULE XI

(a) Consists of legal fees, appraisal fees, title costs, other related
professional fees and capitalized construction-period interest.

(b) The aggregate cost of land for Federal income tax purposes is $11,472,495
and the aggregate cost of buildings and improvements for Federal income tax
purposes is $64,883,866. The total of the above-mentioned is $76,356,361.

(c)
                                          Reconciliation of Real Estate
                                   ---------------------------------------
                                       1994         1993         1992           
                                   ------------ ------------ ------------

Balance at beginning of year       $102,280,525 $138,947,666 $138,947,666

Reductions during the year:
  Cost of real estate sold          (19,258,181)  (8,327,220)               
  Foreclosure of properties                      (28,339,921)
                                   ------------ ------------ ------------
  Balance at end of year           $ 83,022,344 $102,280,525 $138,947,666
                                   ============ ============ ============

                                   Reconciliation of Accumulated Depreciation
                                   -----------------------------------------
                                       1994            1993       1992    
                                   ------------ ------------  ------------

     Balance at beginning of year   $32,387,624  $40,866,069 $ 37,292,308  
     Depreciation expense for the
       year                           2,492,641    2,712,857    3,573,761
     Accumulated depreciation of
        real estate sold             (5,966,686)  (2,713,101)               
     Foreclosure of properties                    (8,478,201)            
                                   ------------ ------------ ------------
     Balance at end of year         $28,913,579 $ 32,387,624 $ 40,866,069
                                   ============ ============ ============

(d) See description of Mortgage Notes Payable in Note 3 of Notes to Financial
Statements.

(e) Depreciation expense is computed based upon the following estimated useful
lives:


                                                     Years
                                                     -----
               Buildings, building appurtenances
                 and land improvements                30
               Furniture and fixtures                  5


(f) Guaranteed income earned on properties under the terms of certain
management and guarantee agreements is recorded by the Partnership as a
reduction of the basis of the property to which the guaranteed income relates.

(g) A reduction of basis was made to write down the property to its December
31, 1988 mortgage liability balance (net of an outstanding letter of credit of
$500,000).
<PAGE>


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