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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
Date of Report (Date of earliest event reported): January 9, 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:
Delaware
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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Item 7. Financial Statements and Exhibits
a. Financial Statements of Business Acquired: Not
Applicable
b. Pro Forma Financial Information
On January 23, 1997, T. Rowe Price Realty Income Fund II,
America's Sales-Commission-Free Real Estate Limited Partnership
("the Partnership") sold the AMCC property. The property was
owned by T. Rowe Price - Pacific, a California limited
partnership in which the Partnership had a 90% interest.
Subsequent to the sale, the Partnership will no longer
include the results of operations for and the assets and
liabilities of the AMCC property in its financial statements.
For the Partnership's most recent year ended December 31, 1996,
AMCC contributed $263,000 to the Partnership's income from
operations including these amounts: rental income - $1,359,000,
interest income - $5,000, property operating expenses - $34,000,
real estate taxes - $60,000, depreciation and amortization -
$127,000, decline of property value - $765,000, and management
fee - $115,000. At December 31, 1996, AMCC accounted for
$7,983,000 of the Partnership's partners' capital including these
balance sheet amounts: real estate property investments held for
sale - $7,772,000, cash and cash equivalents - $257,000, accounts
receivable - $34,000, other assets - $11,000, security deposits
and prepaid rents - $90,000, and accounts payable and other
accrued expenses - $1,000.
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
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