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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 17,
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
At the end of 1996 T. Rowe Price Realty Income Fund III,
America's Sales-Commission-Free Real Estate Limited Partnership
(the "Partnership") conducted its annual formal unit valuation.
The valuation of the Partnership's properties was performed by
the General Partner, and then reviewed by an independent
professional appraiser. The estimated value of limited
partnership units resulting from this process is $147 per unit.
A $2.00 per unit distribution for the December 1996 quarter
representing operating cash flows will be made on or about
February 14, 1997 to limited partners of record on December 31,
1996. After this distribution, the estimated value is $145 per
unit. There is no assurance that units can be sold at a price
equal to this estimated value, and this valuation is not
necessarily representative of the value of the units when the
Partnership ultimately liquidates its holdings.
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
