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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): September 12,
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:
Maryland
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 2. Acquisition or Disposition of Assets.
On September 12, 1997, T. Rowe Price Realty Income Fund III,
America s Sales-Commission-Free Real Estate Limited Partnership
("the Partnership") completed the sale of all of its real
property assets, 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"). The
sales price of $35.9 million was paid in cash. After closing
costs, the net proceeds to the Partnership are expected to be
approximately $35,753,000 in cash.
A distribution of $26,627,895 ($25 per Unit) will be made on or
about September 19, 1997 to Limited Partners of record as of
September 12, 1997. The Partnership will be liquidated and the
balance of the Partnership s net assets are expected to be
distributed to the Partners before the end of 1997.
Item 7. Financial Statements and Exhibits
a. Financial Statements of Business Acquired: Not
applicable.
b. Pro Forma Financial Information
Subsequent to this sales transaction, the Partnership will no
longer have any operating properties and will enter into
liquidation. The remaining assets of the Partnership consist
almost exclusively of cash and short-term investments. After
extinguishing the remaining liabilities of the Partnership, all
such assets will be distributed to the partners in the form of
cash and the Partnership will be dissolved.
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
