PRICE T ROWE REALTY INCOME FUND II
N-30D, 1996-05-15
REAL ESTATE
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QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 1996

FELLOW PARTNERS:

We have changed the format of our reports in an effort to improve the
information given to you and reduce the complexity of the message. A major
addition is the table below where you will find the period-end as well as the
average leased status and the contribution to net income from each property in
the portfolio. The leased status will probably fluctuate during any given
period, so we feel the average number will be a better performance indicator.
By showing the contribution to net income by property along with the total
square footage and average leased status, we also believe you will gain a
better perspective on the relationship among the holdings.

     In the future, if any properties are earmarked for sale, they will be
broken out so that you will have an idea of the effect the absence of these
properties may have on future income. We are also showing the effect on net
income of properties sold in the periods under review.



Real Estate Investments (Dollars in thousands)
_______________________________________________________________________________
                                                 Average        Contribution
                              Leased Status   Leased Status     to Net Income
                              ________________________________________________
                        Gross                 Three Months      Three Months
Property              Leasable  March 31,    Ended March 31,   Ended March 31,
Name               Area (Sq. Ft.)  1996      1995      1996     1995    1996
________________    ____________ ______      _____     _____    _____   _____
Atlantic               187,800      92%       99%       92%    $  81   $  63
Coronado                95,700     100       100       100        48      52
Oakbrook Corners       123,900      83        70        61       (21)    (34)
Baseline               100,200      88        89        91        21      37
 Business Plaza         66,300      71        89        72       116      17
AMCC                   100,000     100       100       100       229     234
Bonnie Lane            119,600      89        77        89        96      49
Glenn Avenue            82,000     100       100       100        34      34
South Point Plaza       49,200      93        61        61        23       1
Tierrasanta            104,200     100        77       100        23      36
Fairchild              104,800      70        84        70        24       0
                     _________  ______    ______    ______    ______  ______
                     1,133,700      90        87        86       674     489
Properties Sold              -       -         -         -       (94)    162
Fund Expenses Less
 Interest Income             -       -         -         -       (63)    (42)
                      ________  ______    ______    ______    ______  ______
Total                1,133,700      90%       87%       86%     $517    $609


Results of Operations 

In reviewing the 1996 first quarter compared to last year, property sales
stand out as the reason for the increase in net income. Sullyfield, sold in
June 1995, and Regal Row, sold in February of this year, accounted for
$256,000 of the improvement over last year. The recovery in the value of Regal
Row in connection with its sale this year, of course, favorably affected
results. In addition, the loss of rental income from both properties was more
than offset by the corresponding drop in their expenses, including the
write-down in value for Sullyfield last year.  

     As the table indicates, income from the remaining properties was down
from the prior-year period. Four properties were 100% leased, three had higher
average leased rates, but the lower average leased status at the other
properties, primarily at Business Plaza and Fairchild Corporate Center,
resulted in an overall revenue decline. Expenses were up at the property level
for those owned throughout the past 12 months, attributable mainly to
depreciation at South Point and the Business Plaza. Bad debt expense was
substantially lower in 1995 because of large past due rents collected,
primarily at Bonnie Lane. Also, in the past when a property was being held for
sale, its depreciation expense was offset by a recovery in value in order to
keep the property at its estimated realizable value. South Point and the
Business Plaza were being held for sale in 1995, but neither is currently a
candidate for sale. As a result, their depreciation this year was not offset
by a recovery in value.

     The increase in the Fund's cash position during the first quarter is
related to receipt of the proceeds from the Regal Row sale.  As will be
discussed later, this money will be distributed to partners this month.

     Looking at first quarter activity in the portfolio, there were
noteworthy events at several properties. First, at Oakbrook Corners, we were
disappointed at the loss of two prospects we considered good tenant
candidates. However, we were very pleased to attract a financially strong
international company as a tenant for 22% of Oakbrook's space. With this
addition plus the fact that no leases are scheduled to expire over the
remainder of the year, we are optimistic about the potential improvement in
this property's operations. There was a similar experience at South Point
Plaza where a lease covering 35% of the property was signed with a retailer of
western wear. The March 31, 1996, leased status in the Real Estate Investments
table includes the new tenant, but rental revenues will not be reflected until
the lease becomes effective in August. Depreciation and amortization expense
resulting from tenant improvements and leasing commissions will also rise.

     A number of leasing challenges are also on the horizon. Negotiations are
continuing with the tenant which occupies 46% of Atlantic's and 8% of the
total portfolio's space. If we are successful in retaining this tenant, we
will consider the possibility of targeting Atlantic for sale over the near
term. 

     We had to terminate the leases of two tenants at Business Plaza because
of credit problems, and another tenant did not renew when its lease expired,
so the leased status dropped by over 10 percentage points. Leases for another
10% of the space expire by year-end. At Glenn Avenue, 73% of the space is
covered by leases which expire over the remainder of the year.  The market is
healthy, so we anticipate new and renewal leasing at this industrial property
will remain positive. We were unsuccessful in our effort to renew the tenant
who occupies 38% of Tierrasanta and 4% of the portfolio's total space and are
now actively marketing this space. This lease expires on August 31 of this
year.

     We have been discussing renewal with the single tenant at AMCC for some
time now, and it is our current feeling that they will vacate when their lease
expires in 1997. Whether the tenant decides to stay or we find a new one,
rents would undoubtedly be lower than under the current lease. In addition, a
new or renewal lease would involve substantial costs for tenant improvements.
Based on the dearth of buildings in the market with more than 50,000 square
feet and increased build-to-suit construction, we have been evaluating whether
to try to sell or re-lease AMCC. This is an important issue since AMCC
currently accounts for more than a third of the Fund's net income. Our plan
will be reviewed with you in upcoming reports.

     Interest in Fairchild and its submarket is positive, and we have just
recently had several unsolicited offers to buy the property. The terms are
under review now, and we will update you on our progress in the June report. 

Cash Distributions

As we advised you in the annual report, the $6.50 per unit we plan to pay in
1996 is lower than the prior quarterly rate for several reasons.  First, there
are two less properties contributing to operations this year. Second, the
outcome of the AMCC lease and what that property will contribute to operations
is still uncertain. Cash from operations in the first quarter was enough for
us to pay the planned $6.50 per unit and still set money aside for future
needs. As the year progresses, we will reevaluate the quarterly distribution
rate and report if any changes are appropriate.

     In addition to that payment, 100% of the proceeds of the Regal Row sale
are being distributed to you. This industrial property in Dallas, Texas, was
sold for $3.8 million before closing costs of $180,000. The $42.95 per unit
representing each partner's share of this amount will be included with the
check for the distribution from operations which will be mailed to you on May
15.  

Outlook

Most of the markets where your properties compete are improving, with the most
notable changes in California where new and expanding industries continue to
replace the downsizing in the defense area. Whenever a market is nearing its
peak in terms of rising occupancy and rental rates, particularly as evidenced
by new construction, property sales may be warranted. As mentioned earlier, we
are looking carefully at events involving Atlantic and its submarket and have
had offers on Fairchild.  Several other industrial locations are being
monitored carefully, such as Oakbrook Corners in suburban Atlanta.

     Sincerely,




     James S. Riepe
     Chairman

May 13, 1996

CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands)


                                    March 31,    December 31,
                                      1996           1995
                                   ___________   ____________

Assets
Real Estate Property Investments
  Land . . . . . . . . . . . . . .  $  14,544      $ 14,544
  Buildings and Improvements . . .     45,348        45,170
                                     ________      ________
                                       59,892        59,714
  Less:  Accumulated Depreciation 
     and Amortization. . . . . . .    (18,519)      (18,049)
                                     ________      ________
                                       41,373        41,665
  Properties Held for Sale . . . .          -         3,500
                                     ________      ________
                                       41,373        45,165
Cash and Cash Equivalents. . . . .      7,125         4,782
Accounts Receivable 
 (less allowances of $75 and $165)        181           172
Other Assets . . . . . . . . . . .        369           410
                                     ________      ________
                                    $  49,048      $ 50,529
                                     ________      ________
                                     ________      ________

Liabilities and Partners' Capital
Security Deposits and Prepaid Rents $     414      $    493
Accrued Real Estate Taxes. . . . .        385           502
Accounts Payable and 
 Other Accrued Expenses. . . . . .        319           433
                                     ________      ________
Total Liabilities. . . . . . . . .      1,118         1,428
Partners' Capital. . . . . . . . .     47,930        49,101
                                     ________      ________
                                    $  49,048      $ 50,529
                                     ________      ________
                                     ________      ________

See the accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In thousands except per-unit amounts)

                                       Three Months Ended
                                           March 31,
                                      1996           1995
                                    ________       _________

Revenues
Rental Income. . . . . . . . . . .  $   1,545      $  1,715
Interest Income. . . . . . . . . .         78            54
                                     ________      ________
                                        1,623         1,769
                                     ________      ________
Expenses
Property Operating Expenses. . . .        267           174
Real Estate Taxes. . . . . . . . .        218           234
Depreciation and Amortization. . .        470           590
Decline (Recovery) of Property Values    (112)           38
Management Fee to General Partner.         55           103
Partnership Management Expenses. .        116           113
                                     ________      ________
                                        1,014         1,252
                                     ________      ________
Net Income . . . . . . . . . . . .        609           517
                                     ________      ________
                                     ________      ________

Activity per Limited Partnership Unit
Net Income . . . . . . . . . . . .  $    7.17      $   6.09
                                     ________      ________
                                     ________      ________
Cash Distributions Declared
  from Operations. . . . . . . . .  $    6.50      $   8.75
  from Sale Proceeds . . . . . . .      42.95             -
                                     ________      ________
Total Distributions Declared . . .  $   49.45      $   8.75
                                     ________      ________
                                     ________      ________
Units Outstanding. . . . . . . . .     84,099        84,099
                                     ________      ________
                                     ________      ________

See the accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
Unaudited
(In thousands)

                                General   Limited
                                Partner  Partners    Total
                               ________  ________  ________

Balance,
 December 31, 1995 . . . . . .  $ (275)   $49,376    $49,101
Net Income . . . . . . . . . .       6       603       609
Cash Distributions . . . . . .    (10)   (1,770)   (1,780)
                                ________________  ________
Balance, March 31, 1996. . . .  $ (279)   $48,209    $47,930
                                ________  ________   ________
                                ________  ________   ________

See the accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In thousands)

                                       Three Months Ended
                                           March 31,
                                      1996           1995
                                   ___________    ___________

Cash Flows from Operating Activities
Net Income . . . . . . . . . . . .  $     609      $    517
Adjustments to Reconcile Net Income 
 to Net Cash Provided by Operating Activities
  Depreciation and Amortization. .        470           590
  Decline (Recovery) of 
    Property Values. . . . . . . .       (112)           38
  Other Changes in Assets 
    and Liabilities. . . . . . . .       (278)         (149)
                                     ________      ________
Net Cash Provided by 
 Operating Activities. . . . . . .        689           996
                                     ________      ________
Cash Flows from Investing Activities
Proceeds from Property Disposition      3,612             -
Investments in Real Estate . . . .       (178)         (136)
                                     ________      ________
Net Cash Provided by (Used in)
 Investing Activities. . . . . . .      3,434          (136)
                                     ________      ________
Cash Flows Used in Financing Activities
Cash Distributions . . . . . . . .     (1,780)         (977)
                                     ________      ________
Cash and Cash Equivalents
Net Increase (Decrease) during Period   2,343          (117)
At Beginning of Year . . . . . . .      4,782         4,819
                                     ________      ________
At End of Period . . . . . . . . .  $   7,125      $  4,702
                                     ________      ________
                                     ________      ________

See the accompanying notes to condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited

The unaudited interim condensed consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods presented. All such
adjustments are of a normal, recurring nature.

     The unaudited interim financial information contained in the
accompanying condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements contained in the 1995
Annual Report to Partners.

NOTE 1 - TRANSACTIONS WITH RELATED PARTIES AND OTHER

As compensation for services rendered in managing the affairs of the
Partnership, the General Partner earns a partnership management fee equal to
9% of net operating proceeds. The General Partner earned a partnership
management fee of $55,000 during the first three months of 1996. In addition,
the General Partner's share of cash available for distribution from operations
totaled $5,000 for the first three months of 1996.

     In accordance with the partnership agreement, certain operating expenses
are reimbursable to the General Partner. The General Partner's reimbursement
of such expenses totaled $25,000 for communications and administrative
services performed on behalf of the Partnership during the first three months
of 1996.

     An affiliate of the General Partner earned a normal and customary fee of
$4,000 from the money market mutual funds in which the Partnership made its
interim cash investments during the first three months of 1996.

     LaSalle Advisors Limited Partnership ("LaSalle") is the Partnership's
advisor and is compensated for its advisory services directly by the General
Partner. LaSalle is reimbursed by the Partnership for certain operating
expenses pursuant to its contract with the Partnership to provide real estate
advisory, accounting and other related services to the Partnership. LaSalle's
reimbursement for such expenses during the first three months of 1996 totaled
$38,000.

     An affiliate of LaSalle earned $29,000 in the first quarter of 1996 as
property manager for several of the Partnership's properties.

NOTE 2 - PROPERTY SALE

On February 14, 1996, the Partnership sold Regal Row and received net proceeds
of $3,612,000. The net book value of this property at the date of disposition
was also $3,612,000, after accumulated depreciation expense and previously
recorded property valuation allowances. Therefore, no gain or loss was
recognized on the property sale. The Partnership recognized a $112,000
valuation recovery in the first quarter of 1996 prior to the disposition of
this property.

NOTE 3 - SUBSEQUENT EVENT

The Partnership declared a quarterly cash distribution of $49.45 per unit to
Limited Partners of the Partnership as of the close of business on March 31,
1996. The distribution totals $4,164,000 and represents $6.50 per unit from
operations and $42.95 per unit from Regal Row sale proceeds. The Limited
Partners will receive $4,159,000, and the General Partner will receive $5,000.



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