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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): January 9, 1997
T. ROWE PRICE REALTY INCOME FUND II,
AMERICA'S SALES-COMMISSION-FREE REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 0-15575 52-1470895
(State or other jurisdiction (Commission ( I . R . S .
Employer
of incorporation or organization) File Number) Identification
No.)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area code: 1-800-638-
5660
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
T. Rowe Price Realty Income Fund II, America's Sales-Commission-
Free Real Estate Limited Partnership ("the Partnership") owns a
100% interest in the AMCC property, which consists of two
industrial buildings in San Diego, California. On January 9,
1997, the Partnership reached agreement on the final price and
terms for a sale of this property for a total sales price
(exclusive of closing costs) of $8,200,000. The purchaser, WCB
Properties Limited Partnership, is not an affiliate of the
Partnership, its general partner, the Partnership s investment
adviser or the Partnership s investment manager. The transaction
is expected to close prior to the end of January, 1997.
The Partnership acquired the property in September, 1987. Net
book value at the date of sale is estimated to be approximately
$7,772,000, which represents approximately 19% of the
Partnership s assets. After real estate brokerage commissions
and closing costs and distribution to the 10% minority interests
in the property, the net proceeds to the Partnership are expected
to be approximately $7,772,000 in cash.
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.
Item 7. Financial Statements and Exhibits
a. Financial Statements of Business Acquired: Not
applicable.
b. Pro Forma Financial Information
At the time this report is filed, it is impractical to
provider "Pro Forma Financial Information." The foregoing will
be filed no later than March 25, 1997.
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
