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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): December 5,
1997
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.:52-1470895
Commission File Number: 0-15575
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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PART II - OTHER INFORMATION
Item 5. OTHER INFORMATION
On December 5, 1997, the Fund distributed its net assets
aggregating $15,358,130 in the form of a final liquidating
distribution. The Fund will be dissolved prior to the end of
1997.
All other items are omitted because they are not
applicable or the answers are none.
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has daily caused this
report to be signed on its behalf by the undersigned hereunto
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., as
General Partner
By: /s/Lucy B. Robins
Lucy B. Robins
Vice President
