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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
Date of Report (Date of earliest event reported): November 12,
1996
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:
Maryland
I.R.S. Employer Identification No.:52-1363144
Commission File Number: 0-14308
Address of principal executive offices: 100 East Pratt Street,
Baltimore, Maryland 21202
Registrant's telephone number, including area code: 1-800-638-
5660
Former name of former address, if changes since last report:
Not Applicable
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Item 5. Other Events
At the end of 1995 T. Rowe Price Realty Income Fund II, America's
Sales-Commission-Free Real Estate Limited Partnership (the
"Partnership") conducted its annual formal unit valuation. The
valuation of the Partnership's properties was performed by the
General Partner, and then reviewed by an independent professional
appraiser. The estimated value of limited partnership units
resulting from this process was $519 per unit. After adjusting
for a distribution in February 1996 including proceeds of the
sale of a portion of the Coronado property, a distribution of the
proceeds of the disposition of the Regal Row property in May
1996, and the distribution of the proceeds of the disposition of
Fairchild Corporate Center in November, 1996, the adjusted
December 31, 1995 estimated value is $448 per unit. The November
distribution will be $34.41, $27.91 of which will derive from the
Fairchild Corporate Center sale proceeds, and will be paid on or
about November 16, 1996 to limited partners of record on
September 30, 1996. There is no assurance that units can be sold
at a price equal to the estimated value, and this valuation is
not necessarily representative of the value of the units when the
Partnership ultimately liquidates its holdings.
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., as
General Partner
By: /s/Lucy B. Robins
Lucy B. Robins
Vice President
