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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 III, AMERICA'S SALES-COMMISSION-FREE
REAL ESTATE LIMITED PARTNERSHIP
State or other Jurisdiction of Incorporation or Organization:
Delaware
I.R.S. Employer Identification No.: 52-1512713
Commission File Number: 0-16542
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 III,
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"): Scripps Terrace, Clark
Avenue, River Run, a 50% interest in Westbrook Commons, a 30%
interest in Tierrasanta, Wood Dale, Winnetka and Riverview, all
for the purchase price of $36.0 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 III,
AMERICA'S SALES-COMMISSION-FREE REAL
ESTATE LIMITED PARTNERSHIP
By: T. Rowe Price Realty Income
Fund III Management,
Inc., as General Partner
By: /s/Lucy B. Robins
Lucy B. Robins
Vice President
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