<PAGE>1
THE PURPOSE OF THIS AMENDMENT IS TO ADD A FINANCIAL DATA SCHEDULE
FOR THE QUARTER ENDED SEPTEMBER 30, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 - AMENDMENT NO. 1
For the quarterly period ended September 30, 1995
Commission File Number 0-15575
Exact Name of Registrant as Specified in Its Charter: T. ROWE
PRICE REALTY INCOME FUND II, AMERICA'S SALES-COMMISSION-FREE REAL
ESTATE LIMITED PARTNERSHIP
State or Other Jurisdiction of Incorporation or Organization:
Delaware
I.R.S. Employer Identification No.: 52-1470895
Address and zip code of principal executive offices: 100 East
Pratt Street, Baltimore, Maryland 21202
Registrant's Telephone Number, including area code: 1-800-638-
5660
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>2
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a)Exhibits.
19 - Quarterly Report Furnished to Security-Holders,
including Financial
Statements of the Partnership.
27- Financial Data Schedule
(b)Reports on Form 8-K
Report on Form 8-K dated June 30, 1995, regarding the
sale of the Sullyfield Circle property.
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment to be signed
on its behalf by the undersigned thereunto duly authorized.
T. ROWE PRICE REALTY INCOME FUND II,
AMERICA'S SALES-COMMISSION-FREE
REAL ESTATE LIMITED PARTNERSHIP
By: T. Rowe Price Realty Income Fund II
Management, Inc., General Partner
Date: December 22, 1995 By: /s/ Charles E. Vieth
Charles E. Vieth
Vice President
Date: December 22, 1995 By: /s/ Joseph P. Croteau
Joseph P. Croteau
Principal Financial Officer of the
Partnership
Date: December 22, 1995 By: /s/ Gary C. Younker
Gary C. Younker
Chief Accounting Officer of the
Partnership
3
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the unaudited condensed consolidated financial statements of
T. Rowe Price Realty Income Fund II, America's
Sales-Commission-Free Real Estate Limited Partnership
included in the accompanying Form 10-Q/A which is Amendment No. 1
to the Form 10-Q for the period ended September 30, 1995, which
was filed with the Commission on November 14, 1995, and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000787493
<NAME> T. ROWE PRICE REALTY INCOME FUND II, AMERICA'S
SALES-COMMISS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 5,030,000
<SECURITIES> 0
<RECEIVABLES> 304,000
<ALLOWANCES> 166,000
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 65,180,000
<DEPRECIATION> 20,089,000
<TOTAL-ASSETS> 50,632,000
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 49,244,000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 50,632,000
<SALES> 0
<TOTAL-REVENUES> 5,187,000
<CGS> 0
<TOTAL-COSTS> 3,395,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0<F3>
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,792,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,792,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,792,000
<EPS-PRIMARY> 0<F4>
<EPS-DILUTED> 0
<FN>
<F1>Not contained in registrant's unclassified balance sheet.
<F2>Partners' Capital.
<F3>Not reported at interim.
<F4>Not applicable. Net income per limited partnership unit is
$21.10.
</FN>
</TABLE>
