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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): April 11, 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 5. Other Events.
On April 11, 1997, T. Rowe Price Realty Income Fund II, America's
Sales-Commission-Free Real Estate Limited Partnership ("the
Partnership") entered into a definitive agreement to sell the
following real property assets of the Partnership, constituting
substantially all of its assets (the "Assets"), to Glenborough
Realty Trust Incorporated, a Maryland corporation, and
Glenborough Properties, L.P., a California limited partnership
corporation ("Purchaser"): Atlantic, Coronado, Oakbrook Corners,
Baseline, Business Plaza, a 30% interest in Tierrasanta, Bonnie
Lane and Glenn Avenue, all for the purchase price of $30.4
million, on substantially the terms and conditions set forth in
an Asset Purchase Agreement between the Partnership and
Purchaser.
Completion of the transaction is subject to the usual conditions
for such transactions, although there is no financing
contingency. A majority in interest of the Partnership's limited
partners must also approval the sale. There is no assurance the
transaction will be consummated.
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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