PRICE T ROWE REA INCOME FD IV AMERICAS SALE COMM FR REA EST, 10-K405, 1996-03-28

PRICE T ROWE REA INCOME FD IV AMERICAS SALE COMM FR REA EST
10-K405, 1996-03-28
REAL ESTATE

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<PAGE>1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1995

Commission file number 0-17636

Exact name of registrant as specified in its charter:
T. ROWE PRICE REALTY INCOME FUND IV, AMERICA'S
SALES-COMMISSION-FREE REAL ESTATE LIMITED PARTNERSHIP

State or other jurisdiction of incorporation or
organization: Delaware

IRS Employer Identification Number: 95-4147931

Address of principal executive offices: 100 East Pratt
Street, Baltimore, Maryland 21202

Registrant's telephone number: 1-800-638-5660

Securities registered pursuant to Section 12(b) of the
Act:NONE

Securities registered pursuant to Section 12(g) of the
Act: Units of Limited Partnership.

Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days. Yes X
No ___

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K
[X]

The aggregate market value of the voting stock held by
non-affiliates of the registrant is not determinable
because there is no public trading market for the Units
of Limited Partnership Interest.

<PAGE>2

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Prospectus of the Partnership dated
February 26, 1988, File Number 33-18965 filed with the
Commission pursuant to Rule 424(b) are incorporated
herein in Parts I, III, and IV by reference.

Portions of the Annual Report to Limited Partners of the
Partnership for the fiscal year ended December 31, 1995
dated February 15, 1996 and filed with the Commission as
Exhibit 13 is incorporated in Parts I, II and IV by
reference.

Index to Exhibits is located on pages 24-26.

<PAGE>3

T. ROWE PRICE REALTY INCOME FUND IV,
AMERICA'S SALES-COMMISSION-FREE REAL ESTATE LIMITED
PARTNERSHIP

INDEX

Page

PART I.

Item 1. Business 4
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a 11
Vote of Security Holders

PART II.

Item 5. Market for the Partnership's Limited 11
Partnership Interests and
Related Security Holder Matters
Item 6. Selected Financial Data 14
Item 7. Management's Discussion and Analysis 15
of Financial Condition and Results of
Operations
Item 8. Financial Statements and Supplementary 18
Data
Item 9. Changes in and Disagreements with 19
Accountants on Accounting and
Financial Disclosure

PART III.

Item 10. Directors and Executive Officers of the 19
Partnership
Item 11. Executive Compensation 22
Item 12. Security Ownership of Certain Beneficial 23
Owners and Management
Item 13. Certain Relationships and Related 23
Transactions

PART IV.

Item 14. Exhibits, Financial Statement Schedules 24
and Reports on Form 8-K

<PAGE>4
PART I

Item 1. Business

T. Rowe Price Realty Income Fund IV, America's Sales-
Commission-Free Real Estate Limited Partnership (the
"Partnership"), was formed on November 17, 1987, under
the Delaware Revised Uniform Limited Partnership Act for
the purpose of acquiring, operating and disposing of
primarily existing income-producing commercial and
industrial real properties. On February 26, 1988, the
Partnership commenced an offering of $75,000,000 of
Limited Partnership Units ($50 per Unit) pursuant to a
Registration Statement on Form S-11 under the Securities
Act of 1933 (Registration No. 33-18965) (the
"Registration Statement"). The Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933
(the "Prospectus") sets forth a complete description of
the business of the Partnership in the sections entitled
"Investment Objectives" and "Fund Policies" on pages 17
- 24 of the Prospectus, which pages are incorporated by
reference herein. The Gross Proceeds from the offering
totaled $34,605,000, and an additional $25,000 was
contributed by the initial limited partner, T. Rowe
Price Real Estate Group, Inc. There were 4,739 Limited
Partners as of February 16, 1996. The offering
terminated on September 30, 1988, and additional Units
will be sold only in connection with the Partnership's
reinvestment plan. As of March 16, 1996, 159,176
additional Units had been sold under the plan at prices
ranging from $31 to $50 per Unit, for a total of
$6,677,000. Pursuant to the Partnership's Redemption
Plan, 79,752 Units have been redeemed for a total of
$2,861,000. As of February 16, 1996 there were 772,023
Units outstanding.

In December of 1991, LaSalle Advisors Limited
Partnership ("LaSalle") entered into a contract with the
Partnership's general partner, T. Rowe Price Realty
Income Fund IV Management, Inc. ("the General Partner")
and the Partnership to perform day-to-day management and
real estate advisory services for the Partnership under
the supervision of the General Partner and its
Affiliates. LaSalle's duties under the contract include
disposition and asset management services, including
recordkeeping, contracting with tenants and service
providers, and preparation of financial statements and
other reports for management use. The General Partner
continues to be responsible for overall supervision and
administration of the Partnership's operations,
including setting policies and making all disposition
decisions, and the General Partner and its Affiliates
continue to provide administrative, advisory, and

oversight services to the Partnership. Compensation to
LaSalle from the Partnership consists of accountable
expense reimbursements, subject to a

<PAGE>5

fixed maximum amount per year. All other compensation
to LaSalle is paid out of compensation and distributions
paid to the General Partner by the Partnership.

The Partnership is engaged solely in the business of
real estate investment, therefore, presentation of
information about industry segments is not applicable.
In 1995, three of the Partnership's investments produced
15% or more of the Partnership's revenue: Westbrook
Commons (32%), Kent Sea Park (21%), and Goshen Plaza
(19%). In 1994, three of the Partnership's investments
produced 15% or more of the Partnership's revenue:
Westbrook Commons (27%), Goshen Plaza (22%), and Kent
Sea Park (16%). In 1993, four of the Partnership's
investments produced 15% or more of the Partnership's
revenue: Westbrook Commons (22%), Metropolitan
Industrial (19%), Goshen Plaza (18%) and Kent Sea Park
(16%). In none of these periods did any tenant produce
more than 10% of the Partnership's revenues from real
estate operations.

The Partnership sold one of its investment properties,
Metropolitan Industrial, in 1994 for a net sales price
of $5,870,000. The Partnership owns directly and
through joint venture partnerships the properties or
interests listed in Schedule III to this Report, "Real
Estate and Accumulated Depreciation," which is set forth
in Exhibit 99(b) to this Report, and which is
incorporated by reference herein and contains
information as to acquisition date and total cost of
each of the properties. Additional information
regarding these properties and/or interests, including
percentage leased as of
December 31, 1995 is set forth in the table, "Real
Estate Holdings," appearing on page 5 of the
Partnership's 1995 Annual Report to Limited Partners
which is hereby incorporated by reference herein. A
brief narrative description of each investment follows.

Tierrasanta

The Partnership owns a 40% interest in Tierrasanta 234,
a joint venture with its affiliates, T. Rowe Price
Realty Income Fund II, America's Sales-Commission-Free
Real Estate Limited Partnership ("RIF II") and T. Rowe
Price Realty Income Fund III, America's Sales-
Commission-Free Real Estate Limited Partnership ("RIF

III"). Tierrasanta 234 owns a 100% interest in
Tierrasanta Research Park in San Diego, California. The
project contains four buildings utilized for research
and development purposes, for a total of 104,000 square
feet of space. It is located in the Kearny Mesa market
area, north of San Diego, which is part of the larger
"Interstate 15" commercial corridor.

Although the Partnership lost one 11,100 square foot
tenant due to credit concerns during the year, it was
able to re-lease its space in addition to the existing
vacancy to bring the leased

<PAGE>6

status to 100% by year-end. In total, three new leases
totaling 31,200 square feet, and one 15,800 square foot
renewal/expansion
were signed at this San Diego research and development
property. During 1996, only one lease expires with a
40,000 square foot tenant. Negotiations have commenced,
but it is premature to make a statement about the
potential outcome of the negotiations.

Tierrasanta Research Park is part of the Kearny Mesa
research and development ("R&D")/office market. The
Park competes against both R&D and office buildings.
While net absorption in the fourth quarter of 1995
showed a loss of approximately 300,000 square feet, this
deterioration was due primarily to the loss of two large
tenants totaling 220,000 square feet during that
quarter. Overall activity in the submarket has been
good, with approximately 789,000 of gross absorption for
the year, and slightly higher rents than year-end 1994,
as discussed below. Vacancy rates at year-end 1995 were
approximately 13% and 19% for R&D space and office
space, respectively, versus approximately 13% and 21%,
respectively, for the previous year.

Rates in this submarket at year-end for Class A R&D
space and office space improved with average R&D rates
rising from approximately $6.30 per square foot per year
net of taxes, insurance and utilities to approximately
$7.50 per square foot. Average Class A office rates
rose from $13.50 full service per square foot per year
to $14.40. Rates for Class B R&D space rose from $4.68
per square foot net of taxes, insurance and utilities to
$5.70 per square foot. Class B office rates climbed
from $9.30 per square foot full service to $11.40 per
square foot. Tierrasanta competes with both Class A and
B buildings, but it most frequently competes with the
latter. The average net effective rental rate rose from
around $3.60 - $4.20 per square foot to $5.40 to $7.80

per square foot, with free rent still virtually
nonexistent.

During 1994, the Partnership recorded a provision for
value impairment of $733,000 in connection with
Tierrasanta. The General Partner determined that this
adjustment was a prudent course of action based upon the
uncertainty of the Partnership's ability to recover the
net carrying value of the project through future
operations or sale. This determination was based upon
then-current market conditions and future performance
expectations for this investment. No additional
provision was deemed warranted in 1995.

Fairchild Corporate Center (formerly known as Brinderson
Plaza)

The Partnership owns a 20% interest in Fairchild 234, a
joint venture with RIF II and RIF III. On February 1,
1994, a wholly-owned subsidiary of Fairchild 234
acquired Fairchild Corporate Center, an office
development in Irvine, California. The development was
previously held under a participating loan,

<PAGE>7

and consists of two three-story buildings containing
105,000 square feet of space. The Partnership
previously recorded a loan loss of $1,737,000 in 1991,
and valuation allowances totalling $585,000 in 1992 and
1993. In conjunction with the first quarter 1994
purchase of Fairchild Corporate Center, the valuation
allowance was reduced to $582,000 and then reclassified
as a reduction in the carrying value of the investment
in real estate. In 1995, the Partnership began
foreclosure for tax purposes. The process is
anticipated to be completed during the second quarter of
1996.

The leased status declined at this office property
primarily due to the loss on the last day of the year of
a tenant representing 9,800 square feet or 9% of the
leasable space in the buildings. Additionally, the
Partnership lost two tenants totaling 6,100 square feet
due to credit concerns and four other tenants totaling
17,200 square feet upon their lease expirations. On the
positive side, the first phase of the renovations of the
two buildings was completed and, the property was
renamed, and leasing activity improved significantly.
Leases with three new tenants were signed for a total of
17,100 square feet, and renewals and/or expansions were
executed with six existing tenants for another 7,900
square feet. The net result was a decline in the leased
status from year-end 1994 of twelve percentage points to

73%. Leases representing 31% of the leasable space
expire in 1996.

The John Wayne/Orange County Airport submarket in which
the project is located had 454,000 square feet of net
absorption during the first three quarters of the year.
As a result, vacancy improved to 14% from approximately
16% the previous year on an inventory of approximately
29.2 million square feet. In order to make the property
more competitive in its market, the Partnership will
continue to renovate some of the common areas in 1996 to
update their appearance and bring them into compliance
with the Americans with Disabilities Act. The
renovation of all common areas should be completed in
1997.

Rental rates have increased from $12.60 to $15.60 per
square foot last year to $15.00 to $17.40 per square
foot this year for Class B office space such as
Fairchild Corporate Center. Only two competitive
speculative buildings totaling 140,000 square feet are
anticipated to be under construction in 1996.

Westbrook Commons

The Partnership owns a 50% interest in Penasquitos 34, a
joint venture with RIF III. Penasquitos 34 owns a 100%
interest in Westbrook Commons Shopping Center
("Westbrook Commons"), a neighborhood shopping center in
the Village of Westchester, Illinois, a Chicago suburb.
The property contains 122,000 rentable square feet of
space.

<PAGE>8

One new 3,600 square foot tenant and six renewal leases
totaling 8,900 square feet were signed during the year
at this suburban Chicago retail center at generally
higher rates than previously paid. However, because one
1,300 square foot tenant did not renew, and two tenants
occupying a total of 3,700 square feet were lost due to
credit issues, the property's occupancy declined
slightly - from 97% to 96% by year end 1995. During the
year, the Partnership completed a "face lift" which
substantially improved the "curb appeal" of the
property. Leases representing 6% of the property's
total leasable area expire in 1996. Activity from
prospective tenants, as well as current tenants
interested in expanding, has been good.

The Westchester market in which the project is located
continues to remain a stable and relatively healthy
environment for retailers. Grocery anchored centers

such as Westbrook Commons have proven to be the most
successful anchor for the service/convenience based
retailers. Little fluctuation has occurred in the
overall vacancy and rental rates throughout the
submarket. Industry figures place the vacancy rate for
the competitive centers within a three-mile radius of
Westbrook Commons at approximately 4% versus 2% the
previous year on a total inventory of 1.1 million square
feet, but the Partnership does not believe this increase
to be indicative of any negative trend. The average
rental rates in the submarket are currently $14.00-16.00
NNN per square foot per year for Class A space.

Goshen Plaza Shopping Center

The Partnership owns a 90% interest in Goshen Road
Limited Partnership, which owns Goshen Plaza Shopping
Center ("Goshen Plaza"), a neighborhood shopping center
in Montgomery County, Maryland, a suburb of the District
of Columbia. The Partnership is the sole general
partner of the Goshen Road Limited Partnership; the
remaining 10% interest is owned by the limited partners
of Goshen Road Limited Partnership who sold the
Partnership its 90% interest. None of these limited
partners are affiliates of the Partnership.

Goshen Plaza consists of four buildings: two multi-
tenant buildings on either side of a single-tenant
building occupied by a People's Drug Store and a free-
standing, single-tenant restaurant building on a pad,
occupied by a Roy Rogers/Hardee's restaurant. The total
gross leasable area of the Center is 46,000 square feet.

Goshen Plaza ended the year at 75% leased which was down
eighteen percentage points from the previous year. This
decrease was due to the departure of four financially
troubled tenants totaling 9,400 square feet, including a
4,200 square foot restaurant.

<PAGE>9

This loss was only partially offset by the lease to a
new tenant of one 1,200 square foot space. Although
each of the remaining vacancies is being aggressively
marketed and have generated considerable activity, no
likely prospects have been identified. Leases
representing 9% of the property's total leasable area
expire in 1996.

Goshen Plaza competes primarily with nine other
neighborhood shopping centers located within a five mile
radius, ranging in size from 11,000 square feet to
165,000 square feet and totaling approximately 782,000

square feet. Vacancy in these projects is currently
approximately 4% versus 6% for a slightly different
group of nine competitive projects the previous year.
Retail activity in the Montgomery County submarket has
improved slightly since the prior year as market rates
have moved upward $1.00 to $2.00 per square foot from
$12.00 to $15.00 per square foot NNN in the prior year.
Tenants signing new leases within this market are
typically negotiating one to two months of free rent on
a five-year term. Overall, it is hoped that the more
favorable market environment will translate into better
operating results at Goshen in 1996.

Burnham Building

The Partnership owns a 100% interest in a warehouse
facility in the South Congress Industrial Park in the
northern section of Boca Raton, which is in south Palm
Beach County. It is leased to a single tenant, Burnham
Services Corporation, under a long-term lease which
expires February 28, 2000. Burnham subleases a portion
of the property to other tenants. This one-story
industrial facility contains 71,000 rentable square feet
and is situated on 4.4 acres of land.

Burnham is a nationwide moving and storage company
specializing in transportation, storage, warehouse
management, and installation of high-tech electronic
equipment. The Burnham Building is their Southeast
Florida regional headquarters.

The downsizing of IBM's 1.0 million square-foot personal
computer manufacturing headquarters in Boca Raton in the
late 1980's created a glut of space that prompted the
deterioration of this flex office/industrial market. In
1995, IBM reduced their commitment to space in the area
by an additional 300,000 square feet, but most of IBM's
downsizing was completed in 1993 and the Boca Raton
industrial market appeared to stabilize as 1995
progressed. Market rates for this product type have
started to rise, and available industrial space has
become somewhat scarce. No new significant speculative
projects are expected in the near future, due to high
land costs and restrictive zoning regulations. Rental
rates for low-finish industrial buildings remained at an
average of between $2.75 to $4.00 per square foot per
year NNN.

<PAGE>10

At year end 1995, the Partnership received an
unsolicited offer to purchase the property from a
qualified buyer. The Partnership is evaluating the

offer and the possible alternatives, and anticipates
determining its strategy during the second quarter of
1996.

Kent Sea Park

The Partnership owns a 100% interest in Kent Sea Park
which is located in the southern end of the Kent Valley
industrial market, four miles southeast of the Seattle-
Tacoma International Airport and about 15 miles south of
downtown Seattle. The property consists of two one-
story warehouse buildings containing 138,000 square feet
located on 3.7 acres.

The property's year-end occupancy decreased to 97% from
100% in 1994. Although two new tenants leasing a total
of 10,500 square feet were signed in 1995, the
Partnership was unable to release part of the space
vacated by a 10,800 square foot tenant with financial
difficulties. Leases representing 21% of the project
expire in 1996.

The property continues to compare favorably to the Kent
Valley industrial market, which remains relatively
strong overall. In 1995 there was a modest improvement
in the average occupancy level to 96% versus 95% the
previous year, fueling a start in speculative
construction. Approximately one million square feet of
new speculative space should be available early in 1996,
while another approximately three million square feet in
speculative and/or build-to-suit properties are in the
planning stages. Total square footage in the submarket
is approximately 70 million square feet. Net absorption
for the first three quarters of 1995 totaled
approximately 1.6 million square feet. Average market
asking rates for comparable Class B buildings are up
from 1994 levels by approximately 4%.

Employees

The Partnership has no employees and, accordingly, the
General Partner, the Partnership's investment adviser,
LaSalle, and their affiliates and independent
contractors perform services on behalf of the
Partnership in connection with administering the affairs
of the Partnership and operating properties for the
Partnership. The General Partner, LaSalle and their
affiliates receive compensation in connection with such
activities, as described above. Compensation to the
General Partner and its affiliates, and the terms of
transactions between the Partnership and the

<PAGE>11

General Partner and its affiliates, are set forth in
Items 11. and 13. below, to which reference is made for
a description of those terms and the transactions
involved.

Item 2. Properties

The Partnership owns interests in the properties
referred to under Item 1. above, to which reference is
made for the name, location and description of each
property. All properties were acquired on an all-cash
basis.

Item 3. Legal Proceedings

The Partnership is not subject to any material pending
legal proceedings.

Item 4. Submission of Matters to a Vote of Security
Holders

None.

PART II

Item 5. Market For The Partnership's Limited Partnership
Interests and Related Security Holder Matters

On February 15, 1996, there were 4,739 Limited Partners.
There is no public market for the Units, and it is not
anticipated that a public market for the Units will
develop. T. Rowe Price Investment Services, Inc.
("Investment Services"), an affiliate of the General
Partner, provides certain information to investors which
may assist Limited Partners desiring to sell their
Units, but provides only ministerial services in
connection with such transactions. Since this
arrangement does not constitute a market for the Units,
it is possible that no prospective purchaser will be
willing to pay the price specified by a prospective
seller.

The Partnership has a reinvestment plan, whereby the
Limited Partners may elect to have their cash
distributions automatically reinvested in additional
Units of the Partnership, or fractions thereof, instead
of receiving cash payments. The price of the Units sold
under the plan was initially set at $50 per Unit. The
Partnership Agreement provides that after the first year
of the plan, the General Partner is to determine the
fair market value of the Units to be sold pursuant to

the plan; for 1994, the General Partner initially
determined this value to be $39. After the proceeds of
the Metropolitan Industrial sale were distributed in
November, 1994, the price was reduced to $32. For 1995
it was $31, after a $1 per Unit distribution from
retained cash balances generated primarily from the
reinvestment plan. As of February 15, 1996, 159,176
Units had been purchased under the plan for a total
investment of $6,677,000. Eleven thousand five hundred
and fifteen additional Units are available for sale
under the

<PAGE>12

Partnership's current registration statement. The
Partnership will either file a registration statement
later this year to enable it to continue to sell Units
pursuant to the reinvestment plan, or terminate the
plan.

The Partnership also has a redemption plan, whereby
Limited Partners have the opportunity to present some or
all of their Units to the Partnership for redemption,
and to have those Units redeemed provided the
Partnership then has sufficient proceeds from the
reinvestment plan available for this purpose. Under the
redemption plan, the redemption price per Unit is 90% of
the estimated fair market value of a Unit as determined
from time to time. Completed redemption requests must be
received in good order by the Partnership at least 60
days prior to the end of a quarter for the Units to
qualify for redemption at the end of that quarter. In
addition, redemptions will only be permitted if at least
one of the following conditions is satisfied: (i) total
redemptions and transfers (other than Excluded
Transfers, as defined below) during the Partnership's
fiscal year do not exceed 5% of the Units outstanding;
(ii) total redemptions and transfers (other than
Excluded Transfers) during the Partnership's fiscal year
do not exceed 10% of the Units outstanding and total
transfers (other than redemptions and Excluded
Transfers) do not exceed 2% of Units outstanding; or
(iii) the General Partner has received an opinion of
counsel satisfactory to the General Partner or a
favorable Internal Revenue Service ("IRS") ruling that
such transfer will not result in the Partnership being
classified as a "publicly traded partnership" for such
year. As of February 15, 1996, 79,752 Units had been
redeemed for a total of $2,861,000. The plan may be
terminated by the General Partner at any time. If the
reinvestment plan is discontinued the redemption program
may also be terminated.

In 1987, the IRS adopted certain rules concerning
"publicly traded partnerships." The effect of being
classified as a publicly traded partnership would be
that income produced by the Partnership would be
classified as portfolio income rather than passive
income. On November 29, 1995, the IRS adopted final
regulations ("Final Regulations"), describing when
interests in partnerships will be considered to be
publicly traded. The Final Regulations do not take
effect with respect to existing partnerships until the
year 2006. Due to the nature of the Partnership's income
and to the low volume of transfers of Units, it is not
anticipated that the Partnership will be treated as a
publicly traded partnership under currently applicable
rules and interpretations or under the Final
Regulations.

<PAGE>13

Distributions declared to the Limited Partners during
the two most recent fiscal years are as follows:

Distribution Amount of
for the Distributions
Quarter Ended per Unit

March 31, 1994 $0.60
June 30, 1994 0.60
September 30, 1994 8.45
December 31, 1994 1.60
March 31, 1995 0.47
June 30, 1995 0.47
September 30, 1995 0.47
December 31, 1995 0.47

All of the foregoing distributions were paid from cash
flows from operating activities, with the following
exceptions. The distribution for the quarter ended
September 30, 1994, included $7.85 per Unit consisting
of the proceeds of the sale of the Metropolitan
Industrial property. The distributions for 1994 included
$0.31 from prior-years' operations, and the distribution
for the quarter ended December 31, 1994, included $0.78
from the proceeds of the reinvestment plan.

There are no material legal restrictions on the
Partnership's present or future ability to make
distributions in accordance with the provisions of the
Agreement of Limited Partnership. Reference is made to

Management's Discussion and Analysis of Financial
Condition and Results of Operations, below, for a
discussion of the Partnership's ability to continue to
make future distributions.

At the end of 1995, 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 to assess the analysis and
assumptions utilized. The estimated investment value of
limited partnership Units resulting from this process
was $31 per Unit. Units cannot currently 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.

<PAGE>14

Item 6. Selected Financial Data

The following sets forth a summary of the selected
financial data for the Fund:

(Dollars in thousands except per-unit amounts)

YEARS ENDED DECEMBER 31,

1995 1994 1993 1992 1991

Total assets $25,585 $26,206 $32,652 $33,129 $34,073
Total revenues $3,706 $4,112 $4,230 $3,959 $3,525
Net income (loss)$1,044 $1,095 $1,358 $725 $(405)
Net income (loss)
per Unit $1.35 $1.45 $1.80 $0.97 $(0.54)
Cash distributions
paid to:
Limited Partners $2,285 $7,700 $2,092 $1,944 $2,100

General Partner $24 $19 $21 $20 $21
Cash distributions
declared per Unit $1.88 $11.25 $2.57 $2.79 $2.65

Notes:

1. The above financial data should be read in
conjunction with the financial statements and the
related notes appearing elsewhere in this report.

2. The figures above for Assets at year end and Net
income (loss) include a permanent value impairment of
$733 in 1994 and valuation allowances (recoveries) of
$(3) in 1994, $75 in 1993 and $510 in 1992, and a $1,737
provision for loan loss in 1991. Also includes gain
from the sale of the Metropolitan Industrial property of
$577 in 1994.

3. The figures above for Net income (loss) per Limited
Partner Unit include a permanent value impairment of
$0.97 per Unit in 1994, and valuation allowances
(recoveries) of $(.01) per Unit in 1994, $0.10 per Unit
in 1993 and $0.68 per Unit in 1992, and a provision for
loan loss of $2.33 per Unit in 1991. Also includes gain
from sale of the Metropolitan Industrial Building of
$0.77 per Unit in 1994.

<PAGE>15

Item 7. Management's Discussion and Analysis of
Financial Conditions and Results of Operations

Liquidity and Capital Resources

The Partnership originally sold 692,598 Units in
connection with the public offering of Units, for a
total of $34,630,000, including the contribution of
$25,000 from the Initial Limited Partner. After
deduction of organizational and offering costs of
$2,078,000, the Partnership had $32,552,000 available
for investment and cash reserves.

The public offering of Units was terminated on September
30, 1988, and additional Units will be sold only in

connection with the Partnership's reinvestment plan. As
of February 15, 1996, additional capital in the amount
of $6,677,000 has been raised from cash distributions
reinvested and 159,176 Units were issued in connection
therewith. Of this amount $2,861,000 has been used to
redeem Units. The amount of additional capital to be
raised from this source in the future will depend on
whether the General Partner elects to continue the
reinvestment plan, as well as the size of the
Partnership's cash distributions per Unit and the number
of Units held by investors who elect to participate in
the plan. There are no organizational or offering
expenses associated with such proceeds. This capital
will be used, to the extent necessary, to repurchase
Units in connection with the Partnership's redemption
plan; the balance will be available for investment in
real estate or for cash reserves.

The Partnership owns six properties or interests therein
acquired on an all-cash basis (including one originally
recorded as a loan). The Partnership has sold one
property, the Metropolitan Industrial property, and on
February 1, 1994, acquired an ownership interest in
Fairchild Corporate Center (formerly known as Brinderson
Plaza), which was previously classified as an
in-substance foreclosed property that originated as a
participating mortgage loan. The acquisition cost of the
Partnership's real estate investments and subsequent
improvements thereto was $34,693,000. The Partnership
has sold one property, Metropolitan, with a cost basis,
including capital improvements, of $5,532,000. The
Partnership has also recorded provisions for loan loss,
permanent value impairment, and net valuation allowances
of $3,052,000. On the Partnership's balance sheet,
investments in real estate also include an unaffiliated
partner's minority interest in Goshen Plaza of $688,000.
Therefore, the net investment in real estate before
deduction for depreciation for financial reporting
purposes is $26,797,000 as of December 31, 1995.

<PAGE>16

The Partnership expects to incur capital expenditures
during 1996 totaling approximately $550,000, including
$300,000 for tenant improvements and lease commissions,
and $250,000 for other major repairs and improvements.
With 19% of the square footage in the Partnership's
portfolio expiring in 1996, the Partnership anticipates
spending slightly more on leasing commissions and tenant
improvements than in 1995. As of December 31, 1995, the

Partnership maintained cash and cash equivalents
aggregating $1,733,000, approximately $600,000 less than
last year. Net cash provided by operating activities
decreased, and expenditures for capital improvements
increased due to increased leasing activity.
The Partnership maintains cash balances to fund its
operating and investing activities including the costs
of tenant improvements and leasing commissions, costs
which must be disbursed prior to the collection of any
resultant revenues. The General Partner believes that
1995 year-end cash balances and cash generated from
operating activities in 1996 will be adequate to fund
its current investing and operating needs. The
Partnership's ability to continue to pay a quarterly
distribution at recent historical levels will depend on
results of operations and the General Partner's
determination of the level of cash or cash equivalents
which it is deemed appropriate for the Partnership to
maintain.

Operations

On January 1, 1996, the Partnership adopted Statement of
Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," which changes
the Partnership's current method of accounting for its
real estate property investments when circumstances
indicate that the carrying amount of a property may not
be recoverable. Measurement of an impairment loss on an
operating property will now be based on the estimated
fair value of the property rather than the sum of
expected future cash flows. Properties held for sale
will continue to be reflected at the lower of historical
cost or estimated fair value less anticipated selling
costs. No adjustment of the carrying values of the
Partnership's real estate property investments was
required at January 1, 1996 as a result of adopting SFAS
No. 121.

1995 v. 1994

Net income from operations in 1995 was $1,044,000, an
increase of $526,000 from 1994 (before gain on real
estate sold). Properties held throughout both years
contributed $675,000 over last year's operations.
Metropolitan contributed $149,000 to net income before
its sale in 1994 but nothing in 1995. The effect of
increased bad debt expense in 1995 at Goshen Plaza, Kent
Sea Park, and Tierrasanta was more than offset by not
having any valuation adjustments this year compared with
$730,000 in 1994.

<PAGE>17

The absence of operations at Metropolitan accounted for
a decline of $379,000 in revenues and $230,000 in
expenses relative to 1994. Proceeds from the sale of
Metropolitan in June 1994 contributed a gain of $577,000
to net income in 1994.

The leased status of the portfolio at the end of 1995
was the same as it was in 1994, but the average for the
year was lower, primarily driven by Goshen Plaza and
Fairchild Corporate Center. Even so, revenue gains at
other properties offset the effect of the declines at
these two properties.

Within the expense categories, management fees
experienced a sharp drop from 1994 primarily because
there was less cash available for distribution in 1995.

The cash position declined from the beginning of year
level. Cash from operating activities declined by
$325,000 during the year, and capital improvements
increased $343,000. Proceeds from dividend reinvestments
net of redemptions increased $540,000.

The Partnership's net income of $1,044,000 for 1995
equates to $1.35 per share compared with $1,095,000, or
$1.45 per share, in 1994.

Leases representing 19% of the portfolio's leasable
square footage are scheduled to expire in 1996. These
leases represent approximately 36% of the portfolio's
rental income for 1995. This amount of potential lease
turnover is normal for the types of properties in the
portfolio, which typically leases to tenants under three
to five year leases. The Burnham property is the only
single-tenant property in the Partnership's portfolio.
The tenant in this property accounted for less than 10%
of the Partnership's revenue in 1995, and its lease does
not expire until 2000. In addition, the Partnership has
received an unsolicited offer to purchase the property,
which is in the early stages of negotiation.

Reconciliation of Financial and Tax Results

For 1995, the Partnership's book net income was
$1,044,000 and its taxable income was $1,414,000.
Interest on the loan secured by Fairchild Corporate
Center, which was recognized only for tax purposes, and
bad debt expense, which was recognized only for book
purposes, were the primary differences between the two.
For 1994, the Partnership's book net income was
$1,095,000, and its taxable income was $2,167,000. The
allowance for permanent value impairment in connection

with the Tierrasanta property was the primary difference
between the two. For a complete reconciliation see Note
8 to the Partnership's financial statements, which note
is hereby incorporated by reference herein.

<PAGE>18

1994 v. 1993

Excluding the effect of a permanent value impairment in
connection with the Tierrasanta property and the sale of
the Metropolitan Industrial property, the overall
performance of the Partnership's portfolio improved in
1994. Rental revenues from the remaining properties
were up $189,000 over their 1993 levels, and comparable
operating expenses were only slightly higher, resulting
in an increase in income from property operations,
excluding valuation adjustments, of $98,000.

The major reason for the decline in net income relative
to 1993 was the $733,000 permanent value impairment
recorded in connection with the Tierrasanta property.
The other non-operating event which influenced the year-
over-year change in net income was the $577,000 gain on
the sale of the Metropolitan Industrial property in June
of 1994. Unfortunately, the gain was not enough to
offset the effects of the valuation adjustment and the
loss of $284,000 of operating income from the
Metropolitan Industrial property versus the prior year,
so net income declined from $1,358,000 in 1993 to
$1,095,000 in 1994.

The absence of Metropolitan in the portfolio for half of
the year resulted in a $416,000 decline in rental
income and a $132,000 decline in expenses. In addition,
because the proceeds of the sale were held by the Fund
for approximately half of 1994, interest income was up
by over $100,000. Rental income from the remaining
properties benefited from higher rental rates at
Westbrook Commons and an increase in the average
occupancy at Goshen Plaza. The tenant reimbursement
component of rental revenues was also up at both
locations, although the overall effect on net income was
offset by corresponding expenses at the properties.

Cash available for distribution was higher in 1994 and
resulted in an increase in the management fee to the
General Partner as well as in the distributions to the
Limited Partners from the Partnership's operations.

Item 8. Financial Statements and Supplementary Data

The financial statements appearing on pages 6 through 13
of the Partnership s 1995 Annual Report to Limited
Partners are incorporated by reference in this Form 10-K
Annual Report. The report on such financial statements
of KPMG Peat Marwick LLP dated January 17, 1996, is
filed as Exhibit 99(c) to this form 10-K Annual Report
and is hereby incorporated by reference herein.
Financial Statement Schedule III, Consolidated Real
Estate and Accumulated Depreciation, is filed as Exhibit
99(b) to this Form 10-K Annual Report, and is reference
herein.

<PAGE>19

All other schedules are omitted either because the
required information is not applicable or because the
information is shown in the financial statements or
notes thereto.

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure

None.
PART III

Item 10. Directors and Executive Officers of the
Partnership

The General Partner of the Partnership is T. Rowe Price
Realty Income Fund IV Management, Inc. ("RIF IV
Management"), 100 East Pratt Street, Baltimore, Maryland
21202. The General Partner has the primary
responsibility for overseeing the selection, evaluation,
structuring, negotiation, management, and liquidation of
the Partnership's investments as well as the cash
management of the Partnership's liquid assets and the
administration of investor services of the Partnership,
including general communications, periodic reports and
distributions to Limited Partners, and filings with the
Securities and Exchange Commission. RIF IV Management
is a wholly-owned subsidiary of T. Rowe Price Real
Estate Group, Inc. ("Real Estate Group"), which is, in
turn, a wholly-owned subsidiary of T. Rowe Price
Associates, Inc. ("Associates"). Affiliates of the
General Partner, T. Rowe Price Realty Income Fund I
Management, Inc., T. Rowe Price Realty Income Fund II
Management, Inc., and T. Rowe Price Realty Income Fund
III Management, Inc. are the General Partners of other
real estate limited partnerships sponsored by
Associates. Real Estate Group is investment manager to
T. Rowe Price Renaissance Fund, Ltd., a Sales-
Commission-Free Real Estate Investment ("Renaissance

Fund"), a real investment trust sponsored by Associates.
Associates was founded in 1937 and as of December 31,
1995 managed over $75 billion in assets.

As more fully discussed in Item 1, above, LaSalle is
providing certain real estate advisory and other
services to the Partnership. Upon execution of the
formal contract between the Partnership and LaSalle,
Gary C. Younker, Senior Vice President of LaSalle
Partners Asset Management Limited, (an Affiliate of
LaSalle) became the Chief Accounting Officer for the
Partnership. Born in 1948, Mr. Younker has been
associated with LaSalle since 1976, and has served in
his current position since 1988.

<PAGE>20

The directors and executive officers of Fund IV
Management are as follows:

Position with T. Rowe Price Realty
Name Income Fund IV Management, Inc.

James S. Riepe Chairman of the Board,
President, also Principal
Executive Officer for the
Partnership
Charles E. Vieth Vice President, Director
Douglas O. Hickman Vice President and Director
Henry H. Hopkins Vice President and Director
Mark E. Rayford Vice President
Lucy B. Robins Vice President and Secretary
Mark B. Ruhe Vice President
Alvin M. Younger, Jr. Treasurer and Director
Kenneth J. Rutherford Vice President
Joseph P. Croteau Controller, also Principal
Financial Officer for the
Partnership

Mr. Riepe was elected President in 1991. Mr. Ruhe was
first elected Vice President in 1988. Mr. Vieth was
first elected an officer and director in 1993. Mr.
Croteau was first elected as Controller in 1988, and
designated as Principal Financial Officer in 1992. Mr.
Rutherford was first elected Vice President in 1994. In
all other cases these individuals have served in these
capacities since the inception of Fund IV Management in

November, 1987. There is no family relationship among
the foregoing directors or officers.

The background and business experience of the foregoing
individuals is as follows:

James S. Riepe (Born 1943) is Managing Director and
Director, T. Rowe Price Associates, Inc. ("Associates")
and Director of its Investment Services Division;
President and Chairman of Real Estate Group, and each of
the general partners of T. Rowe Price Realty Income Fund
I, A No-Load Limited Partnership, T. Rowe Price Realty
Income Fund II, America's Sales-Commission-Free Real
Estate Limited Partnership, T. Rowe Price Realty Income
Fund III, America's Sales-Commission-Free Real Estate
Limited Partnership, and T. Rowe Price Realty Income
Fund IV, America's Sales-Commission-Free Real Estate
Limited Partnership (the "Realty Income Funds");
Chairman of four of the 41 mutual funds sponsored by
Associates on which he serves as a director or trustee;
Chairman of New Age Media Fund; Director, Rh ne-Poulenc
Rorer, Inc., a pharmaceuticals company. Mr. Riepe
joined Associates in 1982.

<PAGE>21

Charles E. Vieth (Born 1956) is a Managing Director
of Associates, and President of T. Rowe Price Retirement
Plan Services, Inc., Director, Vice President and
Manager of Real Estate Group, and Director and Vice
President of each of the general partners of the Realty
Income Funds. Mr. Vieth joined Associates in 1982.

Douglas O. Hickman (Born 1949) is President of T.
Rowe Price Threshold Fund Associates, Inc. and a Vice
President of Associates. He is also a Vice President
and Director of each of the general partners of the
Realty Income Funds and serves as a member of the
investment committees for the T. Rowe Price Threshold
Funds. Mr. Hickman joined Associates in 1985.

Henry H. Hopkins (Born 1942) is a Managing
Director, Director, and Legal Counsel of Associates. In
addition, Mr. Hopkins is Vice President and Director of
each of the general partners of the Realty Income Funds.
He is also a Vice President certain of the mutual funds
managed by Associates. Mr. Hopkins joined Associates in
1972.

Mark E. Rayford (Born 1951) is a Managing Director
of Associates and Manager of Retail Operations. In

addition, Mr. Rayford is President of T. Rowe Price
Services, Inc., and Vice President each of the general
partners of the Realty Income Funds. Mr. Rayford joined
Associates in 1982.

Lucy B. Robins (Born 1952) is Vice President and
Associate Legal Counsel of Associates and Vice President
of Real Estate Group and each of the general partners of
the Realty Income Funds. Ms. Robins joined Associates
in 1986.

Mark B. Ruhe (Born 1954) is an Asset Manager for
Real Estate Group, and Vice President of the Investment
Manager and each of the general partners of the Realty
Income Funds. Mr. Ruhe joined Associates in 1987.

Alvin M. Younger, Jr. (Born 1949) is Treasurer and
Director of each of the general partners of the Realty
Income Funds and a Managing Director, Secretary and
Treasurer of Associates, and Secretary and Treasurer of
Real Estate Group. Mr. Younger joined Associates in
1973.

Kenneth J. Rutherford (Born 1963) is Assistant to
the Director of Associates' Investment Services
Division, and Assistant Vice President of each of the
general partners of the Realty Income Funds. Mr.
Rutherford joined Associates in 1992. From 1990 to 1992
he was a student at the Stanford Graduate School of
Business.

<PAGE>22

Joseph P. Croteau (Born 1954) is a Vice President
and Controller of Associates, and Controller of each of
the general partners of the Realty Income Funds. Mr.
Croteau joined Associates in 1987.

No Forms 3, Forms 4, Forms 5, or amendments to any of
them, were furnished to the Partnership during its most
recent fiscal year. Based on a review of and written
representations pursuant to Item 405(b)(2)(i) of
Regulation S-K, none of the directors, officers, or
beneficial owners of more than 10% of the Units, if any,
nor the General Partner failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act
during the most recent fiscal or prior fiscal years.

Item 11. Executive Compensation

The directors and executive officers of the General
Partner receive no current or proposed remuneration from
the Partnership.

The General Partner is entitled to receive a share of
cash distributions and a share of profits or losses as
described under the captions "Compensation and Fees,"
and "Income and Losses and Cash Distributions" of the
Prospectus, on pages 6-7 and 31-34 respectively, which
pages are incorporated herein by reference.

For a discussion of compensation and fees to which the
General Partner is entitled, see Item 13., which is
incorporated herein by reference.

As discussed in Item 1, above, LaSalle receives
reimbursement from the Partnership for certain expenses
incurred in performance of its responsibilities under
the advisory contract. In addition, under the contract,
LaSalle receives from the General Partner a portion of
the compensation and distributions received by the
General Partner from the Partnership. Mr. Younker is a
limited partner of LaSalle and therefore indirectly
receives compensation with respect to payments made to
LaSalle by the Partnership or the General Partner.
However, the amount of this compensation attributable to
services he performs for the Partnership is not
material.

In addition to the foregoing, certain officers and
directors of the General Partner receive compensation
from Associates and/or its affiliates (but not from the
Partnership) for services performed for various
affiliated entities, which may include services
performed for the Partnership. Such compensation may be
based, in part, on the performance of the Partnership.
Any portion of such compensation which may be
attributable to such performance is not material.

<PAGE>23

Item 12. Security Ownership of Certain Beneficial
Owners and Management

The Partnership is a limited partnership which issues
units of limited partnership interest. No limited
partner is known by the Partnership to own beneficially
more than 5% of the outstanding interests of the
Partnership.

The percentage of outstanding interests of the
Partnership held by all directors and officers of the
General Partner is less than 1%. Certain officers
and/or directors of the General Partner presently own
securities in Associates. As of February 1, 1996, the
directors and officers of the General Partner, as a
group, beneficially owned 5.76% of the common stock of
Associates, including options to purchase 282,870 shares
exercisable within 60 days of February 1, 1996, and
shares as to which voting power is shared with others.
Of this amount, Mr. Riepe owned 2.36% of such stock
(550,939 shares, including 42,400 shares which may be
acquired by Mr. Riepe upon the exercise of stock
options, 70,000 shares held in trusts for members of Mr.
Riepe's family and 20,000 shares held by a member of
Riepe's family, as to which Mr. Riepe disclaims
beneficial ownership, and 41,000 shares held in a
charitable foundation of which Mr. Riepe is a trustee
and as to which Mr. Riepe has shared voting and
disposition power). Mr. Hopkins owned 1.10% (317,484
shares, including 54,000 shares which may be acquired by
Mr. Hopkins upon the exercise of stock options). No
other director or officer owns 1% or more of the common
stock of Associates.

There exists no arrangement, known to the Partnership,
the operation of which may at any subsequent date result
in a change in control of the Partnership.

Item 13. Certain Relationships and Related Transactions

The General Partner and its affiliates are permitted to
engage in transactions with the Partnership as described
under the captions "Compensation and Fees," and
"Conflicts of Interest" of the Prospectus, on pages 6-
11, which pages are hereby incorporated by reference
herein.

In 1995, the General Partner has been reimbursed for
expenses incurred by it in the administration of the
Partnership and the operation of the Partnership's
investments in the amount of $58,000. The General
Partner's management fee in 1995 was $85,000 and its
share of cash distributions totaled $15,000. An
affiliate of the General Partner received a fee of
$6,000 from the money market mutual funds in which the
Partnership made its interim cash investments.

<PAGE>24

PART IV

Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K

(a) The following documents are filed as part of this
report:

(1) Financial Statements:

Incorporated by reference from the indicated pages of
the Partnership's 1995 Annual Report to Limited
Partners:

Page

Consolidated Balance Sheets at 6
December 31, 1995 and 1994
Consolidated Statements of Operations 7
for each of the three years in
the period ended December 31, 1995
Consolidated Statements of Partners' Capital 8
for each of the three years in the
period ended December 31, 1995
Consolidated Statements of Cash Flows for 9
each of the three years in the period
ended December 31, 1995
Notes to Consolidated Financial Statements 10-13

Independent Auditors' Report - Incorporated by reference
from Exhibit 99(c) hereof.

(2) Financial Statement Schedules:

III - Consolidated Real Estate and Accumulated
Depreciation, incorporated by reference to Exhibit
99(b) hereof.

All other schedules are omitted because they are not
applicable or the required information is presented
in the financial statements and notes hereto.

(3) Exhibits

3, 4. (a) Agreement of Limited Partnership of the
Partnership dated November 17, 1987, as
amended and restated as of February 23,
1988, included as Exhibit A to the
Prospectus of the Partnership, dated
February 26, 1988, File Number 33-18965,
as filed with the Commission pursuant to
Rule 424(b) ("the Prospectus"),
incorporated by reference herein.

<PAGE>25

(b) Certificate of Limited Partnership,
incorporated by reference to Exhibit
3,4(b) to the Partnership's Registration
Statement, File No. 33-19865, as filed on
December 9, 1987.

(c) Amendment No. 5 to Amended and Restated
Limited Partnership Agreement,
incorporated by reference to Exhibit
3,4(g) to Post-Effective Amendment No. 1
to the Partnership's Registration
Statement, File No. 33-18965, filed on
February 25, 1988 ("Post-Effective
Amendment No. 1").

10. (a) Advisory Agreement dated as of
July 15, 1991 by and between
the Partnership, the General
Partner, and LaSalle Advisors
Limited Partnership,
incorporated by reference to
Exhibit 10(c) of the
registrant's report on Form
10-K for the year ended
December 31, 1991.

(b) Agreement of Purchase and Sale
dated May 11, 1994, by and
between the Partnership as
Seller and TA Realty
Corporation as Purchaser for
the sale of the Metropolitan
Industrial property,
incorporated by reference to
Exhibit 10(d) of the
registrant's report on Form
10-K for the year ended
December 31, 1994 ("the 1994
10-K").

(c) Amendment to Agreement of
Purchase and Sale, dated June
17, 1994, by and between the
Partnership and TA Realty
Corporation, incorporated by
reference to Exhibit 10(e) of
the 1994 10-K.

(d) Assignment of Agreement of
Purchase and Sale, dated June
16, 1994, from TA Realty
Corporation to The Realty

Associates Fund III, L.P,
incorporated by reference to
Exhibit 10(f) of the 1994 10-
K.

13. Annual Report for the year ended December
31, 1995, distributed to limited partners on
or about March 1, 1995.

24. Consent of Independent Auditors, KPMG Peat
Marwick LLP

27. Financial Data Schedule

<PAGE>26

99. (a) Pages 6-11, 17-24 and 31-34 of
the Prospectus of the
Partnership dated July 15,
1991, incorporated by
reference to Exhibit 99(a) of
the registrant's report on
Form 10-K for the year ended
December 31, 1994, File Number

0-17636

(b) Financial Statement Schedule
III - Consolidated Real
Estate and Accumulated
Depreciation.

(b) Reports on Form 8-K

The following reports on Form 8-K were filed
for the last quarter of the period covered by
this report - None.

<PAGE>27

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized:

Dated: March 27, 1996 T. ROWE
PRICE
REALTY
INCOME FUND
IV,
AMERICA'S
SALES-
COMMISSION-
FREE REAL
ESTATE
LIMITED PARTNERSHIP

By: T. Rowe Price Realty Income
Fund IV Management, Inc.,
General Partner

By: /s/James S. Riepe

James S. Riepe,
President

Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities (with respect to the General Partner) and on
the dates indicated:

/s/James S. Riepe Date:March 27, 1996
James S. Riepe,
Director and Chairman of
the Board, President
T. Rowe Price Realty Income
Fund IV Management, Inc.,
Principal Executive Officer
for the Partnership

/s/Henry H. Hopkins Date: March 27, 1996
Henry H. Hopkins,
Director and Vice President,
T. Rowe Price Realty Income Fund IV
Management, Inc.

<PAGE>28

/s/Douglas O. Hickman Date: March 20, 1996
Douglas O. Hickman,
Director and Vice President,
T. Rowe Price Realty Income Fund IV
Management, Inc.

/s/Alvin M. Younger, Jr. Date: March 27, 1996
Alvin M. Younger, Jr.,
Director and Treasurer,
T Rowe Price Realty Income Fund IV
Management, Inc.

/s/Charles E. Vieth Date: March 27, 1996
Charles E. Vieth,
Vice President and Director,
T. Rowe Price Realty Income Fund IV
Management, Inc.

/s/Joseph P. Croteau Date: March 27, 1996
Joseph P. Croteau, Controller,
Principal Financial Officer for
the Partnership

The Annual Report to Limited Partners for the Year ended
December 31, 1995 should be inserted here.

ANNUAL REPORT
FOR THE PERIOD ENDED
DECEMBER 31, 1995

FELLOW PARTNERS:

Net income from operations in 1995 was $1,044,000, an increase of $526,000
from 1994. Properties held throughout both years contributed $675,000 over
last year's operations. Metropolitan contributed $149,000 to net income before
its sale in 1994 but nothing this year. The effect of increased bad debt
expense in 1995 at Goshen Plaza, Kent Sea Park, and Tierrasanta was more than
offset by not having any valuation adjustments this year compared with
$730,000 in 1994.

The absence of operations at Metropolitan accounted for a decline of
$379,000 in revenues and $230,000 in expenses relative to 1994. Proceeds from
the sale of Metropolitan in June 1994 contributed a gain of $577,000 to net
income in 1994.

The leased status of the portfolio at the end of 1995 was the same as it
was in 1994, but the average for the year was lower, primarily driven by
Goshen Plaza and Fairchild Corporate Center. Even so, revenue gains at other
properties offset the effect of the declines at these two properties.

Within the expense categories, management fees experienced a sharp drop
from 1994 primarily because there was less cash available for distribution in
1995

The cash position declined from the beginning of year level. Cash from
operating activities declined by $325,000 during the year, and capital
improvements increased $343,000. Proceeds from dividend reinvestments net of
redemptions increased $540,000.

Distributions

The Fund declared a fourth-quarter distribution from operations of $0.47 per
unit, bringing the total for the year to $1.88.

We plan to distribute $0.40 per unit from operations in the first
quarter of 1996. While we hope to maintain this rate throughout the year, we
will evaluate it in each subsequent quarter based on operations, the cash
needs of the Fund, and/or any dispositions.

Unit Valuation

As we do at each year-end, we employed a third-party appraiser to review and
assess the analysis and assumptions used in determining an estimated current
unit value. These interim valuations are not necessarily representative of the
value of your units when the Fund ultimately liquidates its holdings, nor
could you sell your units today at a price equal to the current estimated
value.

At the end of 1995, the estimated value was $31.00 per unit, unchanged
from last year's amount after deducting the February 1995 payment from cash
reserves. Basically, the estimated fair values of the properties were up
slightly, but no one property changed, either up or down, to any meaningful
extent.

Outlook

With the exception of Goshen Plaza, we are optimistic about the prospects for
the portfolio in 1996. We have received an attractive unsolicited offer to
purchase the Burnham Building, and we are in the process of evaluating whether
to accept it. Renovations undertaken at Fairchild appear to be contributing to
increased interest in the property, and the modernization project at Westbrook
Commons has made a real difference in the center's appearance. In addition,
most of the markets in which the properties operate seem to be improving, and
we hope the more favorable environment will have an impact on your portfolio.

Sincerely,

James S. Riepe
Chairman

February 15, 1996

INVESTMENT ADVISOR'S REPORT

As discussed in recent reports, the real estate market is slowly improving,
with some segments such as industrial recovering more rapidly than others such
as office properties. The absence of meaningful new construction combined with
continued net positive absorption in all segments has begun to attract not
only opportunistic capital but also some institutional capital into the real
estate sector, which is a favorable development.

The results of Russell-NCREIF Index, which measures income returns and
changes in values for real estate investments, reflect the general state of
the market. From 1991 through 1993 property values experienced average annual
declines of approximately 10%. This rate slowed as values decreased by 4% and
1% for the 12 months ended September 30, 1994 and 1995, respectively. Income
returns of 9% during each of those two years more than offset the value
declines, resulting in positive total returns for the index for the first time
since September 1990.

The index also identifies returns by product type and by geographical
region. As anticipated, because of the weak operating environment, office
buildings have not performed as well as other product types, with value
declines of approximately 3% for the 12 months ended September 30, 1995. This
is an improvement, however, over the average 14% per year drop over the last
four years. Industrial properties, on the other hand, appreciated in value by
3% for the 12 months ended September 30, 1995. In that same period, other real
estate product types, such as retail and multi-family, performed better than
they had in prior years.

Property values in geographic regions depend significantly on the local
economy. The South, where values in general depreciated less than 1% for the
12 months ended September 30, 1995, continues to outperform other regions, but
even its recovery has been prolonged due to the depressed energy business.
Value declines in the East and Midwest have moderated, and the Western region
has experienced a dramatic improvement recently. In 1994, property values in
the West were down significantly but, for the 12 months ended September 30,
1995, declined only around 1%. In analyzing this information, it is clear that
the multi-family and industrial segments are heavily influencing the results,
since the office segment in the West declined approximately 5%. We continue to
see increased leasing activity and improved economics for owners.

We are encouraged by the positive annual total returns of the
Russell-NCREIF Index for the past two years. We are also heartened by the
performance of Realty Income Fund IV's portfolio, which experienced a slight
increase in value compared to a modest decline in the Russell-NCREIF Index.

Property Highlights

The primary improvement at the property level occurred at Tierrasanta where
occupancy was 23 percentage points over the previous year. However, this gain
was offset primarily by declines at Goshen Plaza and Fairchild Corporate
Center. In general, occupancy and rental rates in the markets where your
properties operate are stable to rising.

Real Estate Investments
_____________________________________________________________________________

Gross % Leased
Leasable ___________________
Area Prior Current 1996 Lease
Property (Sq. Ft.) Year-End Year-End Expirations
________ ________ ________ ________ __________

Tierrasanta 104,200 77% 100% 38%
Goshen Plaza 45,500 93 75 9
Westbrook Commons 121,600 97 96 6
Burnham Building 71,200 100 100 0
Kent Sea Park 138,200 100 97 21
Fairchild Corporate
Center 104,800 85 73 31
_________ _____ _____ _____
Fund Total 585,500 92% 92% 19%

Tierrasanta: Although we lost one financially troubled tenant during the
year, we were able to re-lease its space, bringing the leased status to 100%
by year-end. In total, three new leases for 31,000 square feet and one
renewal/expansion were signed at this San Diego property. One lease with a
tenant who occupies 38% of the space expires in 1996, and we are actively
working with this tenant on renewal terms. It is too early to predict an
outcome of the negotiations.

Goshen Plaza: One new and one renewal lease representing 2,600 square
feet, or 6% of the total space, was signed during the year at this Montgomery
Village, Maryland, retail center. Four financially troubled tenants who
occupied 9,400 square feet left, however, causing occupancy to decline
substantially. The lost tenants included the restaurant which occupied 4,200
square feet. We are aggressively marketing these spaces, and have generated
considerable activity, but do not foresee any imminent lease signings.
Occupancy in the market rose approximately two percentage points during the
year, while average rental rates have increased almost 15%. We hope some of
this favorable market environment will translate into better results at Goshen
in 1996.

Westbrook Commons: One new and six renewal leases were signed during the
year, generally at higher rates than on the prior leases, at this suburban
Chicago retail center. However, one tenant did not renew, and two tenants left
because of credit issues, causing occupancy to decline slightly. During the
year, we initiated a strategy to update the appearance of the center in order
to make it more attractive to prospective tenants. The property's face lift
has made a substantial difference.

Burnham Building: This South Florida industrial property remains fully
occupied by a single tenant (and its sub-tenants) under a long-term lease.
IBM, which has been a dominant factor in this market, continued to reduce its
commitment to space in the area. Even so, the market appeared to stabilize as
the year progressed, and available industrial space has become somewhat
scarce.

Kent Sea Park: We signed two new tenants during the year at this Seattle
area industrial project, but overall occupancy dropped slightly because we
were unable to re-lease all of the space vacated by a tenant with financial
difficulties. Occupancy in the submarket improved modestly - from 95% to 96% -
during the year, fueling a start in speculative construction. Approximately
one million square feet of speculative space should be available early in
1996, while another three million square feet in speculative and/or
build-to-suit properties are in the planning stages. Market rental rates have
increased around 5% for typical industrial space during the past 12 months.

Fairchild Corporate Center: The leased status declined at this Orange
County, California, office property primarily due to the loss on the last day
of the year of a tenant representing 9% of the space. Additionally, over the
course of the year, two tenants who leased a total of 6% of the property left
for financial reasons and three other tenants vacated upon their lease
expirations. On the positive side, we completed the first phase of renovating
the two buildings, renamed the property, and overall activity has picked up.
Three new tenants were signed for 16% of the site, and six existing tenants
renewed and/or expanded for another 8% of the property.

Outlook

The year 1996 looks fairly promising except for Goshen Plaza. All of the
markets in which the properties compete are showing signs of improving
occupancy and/or rental rates. In addition, renovations were started and/or
completed at two of the properties, and we believe these expenditures will
make each property more attractive to potential tenants as well as to those
who are considering renewal. Thus, we face the coming year with optimism that
operating results can improve over 1995.

LaSalle Advisors
February 15, 1996

REAL ESTATE HOLDINGS
December 31, 1995
(In thousands)

Accumu- Current
Property Type and Date Total lated De- Carrying
Name Location Acquired Cost* preciation Amount
_____________ _____________ _________ _______ __________ ________
Tierrasanta Business Park 5/88 $ 4,592 $(1,142) $ 3,450
San Diego,
California

Fairchild
Corporate Office 7/88 1,451 (166) 1,285
Center Irvine,
California

Goshen Plaza Retail 11/90 7,138 (896) 6,242
Gaithersburg,
Maryland

Westbrook Retail 12/90 5,645 (688) 4,957
Commons Westchester,
Illinois

Burnham
Building Warehouse 1/91 2,589 (304) 2,285
Boca Raton,
Florida

Kent Sea Park Business Park 8/91 5,382 (652) 4,730
Kent, Washington

_______ _______ _______
$26,797 $(3,848) $22,949
_______ _______ _______
_______ _______ _______

*Includes original purchase price, subsequent improvements, and, in the case
of Tierrasanta and Fairchild Corporate Center, reductions for permanent
impairments.

CONSOLIDATED BALANCE SHEETS
(In thousands)

December 31, December 31,
1995 1994
___________ ____________
Assets
Real Estate Property Investments
Land. . . . . . . . . . . . . . . . . . . . $ 8,502 $ 8,502
Buildings and Improvements. . . . . . . . . 18,295 17,771
________ ________
26,797 26,273
Less: Accumulated Depreciation
and Amortization. . . . . . . . . . . . . . . (3,848) (3,171)
________ ________
22,949 23,102
Cash and Cash Equivalents. . . . . . . . . . . 1,733 2,327
Accounts Receivable (less allowances of
$367 and $123) . . . . . . . . . . . . . . . . 623 622
Other Assets . . . . . . . . . . . . . . . . . 280 155
________ ________
$ 25,585 $26,206
________ ________
________ ________

Liabilities and Partners' Capital
Security Deposits and Prepaid Rents. . . . . . $ 200 $ 197
Accrued Real Estate Taxes. . . . . . . . . . . 353 326
Accounts Payable and
Other Accrued Expenses . . . . . . . . . . . . 234 320
Minority Interest. . . . . . . . . . . . . . . 688 688
________ ________
Total Liabilities. . . . . . . . . . . . . . . 1,475 1,531
Partners' Capital. . . . . . . . . . . . . . . 24,110 24,675
________ ________
$ 25,585 $26,206
________ ________
________ ________

The accompanying notes are an integral part of the consolidated financial
statements.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per-unit amounts)

Years Ended December 31,
1995 1994 1993
_______ _______ _______

Revenues
Rental Income. . . . . . . . . . . . . . . $3,616 $ 3,950 $ 4,177
Interest Income. . . . . . . . . . . . . . 90 162 53
_______ _______ _______
3,706 4,112 4,230
_______ _______ _______

Expenses
Property Operating Expenses. . . . . . . . 940 823 837
Real Estate Taxes. . . . . . . . . . . . . 589 635 642
Depreciation and Amortization. . . . . . . 786 873 819
Decline of Property Values . . . . . . . . - 730 75
Management Fee to General Partner. . . . . 85 267 192
Partnership Management Expenses. . . . . . 262 266 273
Amortization of Organization Costs . . . . - - 34
_______ _______ _______
2,662 3,594 2,872
_______ _______ _______

Net Income from Operations before
Real Estate Sold. . . . . . . . . . . . 1,044 518 1,358
Gain on Real Estate Sold . . . . . . . . . - 577 -
_______ _______ _______
Net Income . . . . . . . . . . . . . . . . $1,044 $ 1,095 $ 1,358
_______ _______ _______
_______ _______ _______

Activity per Limited Partnership Unit
Net Income . . . . . . . . . . . . . . . . $ 1.35 $ 1.45 $ 1.80
_______ _______ _______
_______ _______ _______
Cash Distributions Declared
from Operations. . . . . . . . . . . . . $ 1.88 $ 2.62 $ 2.57
as Return of Capital . . . . . . . . . . - 0.78 -
from Sale Proceeds . . . . . . . . . . . - 7.85 -
_______ _______ _______
Total Distributions Declared . . . . . . . $ 1.88 $ 11.25 $ 2.57
_______ _______ _______
_______ _______ _______
Weighted Average Number of
Units Outstanding. . . . . . . . . . . . . 766,443 747,028 747,595
_______ _______ _______
_______ _______ _______

The accompanying notes are an integral part of the consolidated financial
statements.

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(In thousands)

General Limited
Partner Partners Total
________ ________ ________

Balance, December 31, 1992 . . . . . . . . $ (40) $31,700 $31,660
Net Income . . . . . . . . . . . . . . . . 14 1,344 1,358
Reinvestments in Units . . . . . . . . . . - 887 887
Redemptions of Units . . . . . . . . . . . - (653) (653)
Cash Distributions . . . . . . . . . . . . (21) (2,092) (2,113)
_______ _______ _______
Balance, December 31, 1993 . . . . . . . . (47) 31,186 31,139
Net Income . . . . . . . . . . . . . . . . 8 1,087 1,095
Reinvestments in Units . . . . . . . . . . - 792 792
Redemptions of Units . . . . . . . . . . . - (632) (632)
Cash Distributions . . . . . . . . . . . . (19) (7,700) (7,719)
_______ _______ _______
Balance, December 31, 1994 . . . . . . . . (58) 24,733 24,675
Net Income . . . . . . . . . . . . . . . . 10 1,034 1,044
Reinvestments in Units . . . . . . . . . . - 999 999
Redemptions of Units . . . . . . . . . . . - (299) (299)
Cash Distributions . . . . . . . . . . . . (24) (2,285) (2,309)
_______ _______ _______
Balance, December 31, 1995 . . . . . . . . $ (72) $24,182 $24,110
_______ _______ _______
_______ _______ _______

The accompanying notes are an integral part of the consolidated financial
statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Years Ended December 31,
1995 1994 1993
_______ _______ _______

Cash Flows from Operating Activities
Net Income . . . . . . . . . . . . . . . . $1,044 $ 1,095 $ 1,358
Adjustments to Reconcile
Net Income to Net Cash
Provided by Operating Activities
Depreciation and Amortization . . . . . 786 873 819
Decline of Property Values. . . . . . . - 730 75
Gain on Real Estate Sold. . . . . . . . - (577) -
Change in Accounts Receivable,
Net of Allowances. . . . . . . . . . . . (1) (139) 55
Increase in Other Assets. . . . . . . . (125) (27) (37)
Other Changes in
Assets and Liabilities . . . . . . . . . (56) 18 78
_______ _______ _______
Net Cash Provided by
Operating Activities . . . . . . . . . . . 1,648 1,973 2,348
_______ _______ _______

Cash Flows from Investing Activities
Proceeds from Property Disposition . . . . - 5,870 -
Investments in Real Estate . . . . . . . . (633) (290) (339)
_______ _______ _______
Net Cash Provided by (Used in)
Investing Activities . . . . . . . . . . . (633) 5,580 (339)
_______ _______ _______
Cash Flows from Financing Activities
Cash Distributions . . . . . . . . . . . . (2,309) (7,719) (2,113)
Reinvestments in Units . . . . . . . . . . 999 792 887
Redemptions of Units . . . . . . . . . . . (299) (632) (653)
_______ _______ _______
Net Cash Used in Financing Activities. . . (1,609) (7,559) (1,879)
_______ _______ _______

Cash and Cash Equivalents
Net Increase (Decrease) during Year. . . . (594) (6) 130
At Beginning of Year . . . . . . . . . . . 2,327 2,333 2,203
_______ _______ _______
At End of Year . . . . . . . . . . . . . . $1,733 $ 2,327 $ 2,333
_______ _______ _______
_______ _______ _______

The accompanying notes are an integral part of the consolidated financial
statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

The Partnership has a reinvestment plan whereby the Limited Partners may
elect to have their cash distributions automatically reinvested in additional
units of the Partnership, or fractions thereof, instead of receiving cash
payments. The reinvestment price per unit is the estimated fair market value
of the unit as determined by the General Partner in accordance with the
partnership agreement. As of December 31, 1995, 154,299 units had been
purchased under this plan for total reinvestment of $6,526,000.

The Partnership also has a redemption plan whereby Limited Partners may
request that the Partnership redeem their units. Since September 30, 1992, the
redemption price of a unit has been equal to 90% of the estimated fair market
value of a unit as determined by the General Partner in accordance with the
partnership agreement. As of December 31, 1995, 74,691 units had been redeemed
under this plan for a total of $2,724,000.

In accordance with provisions of the partnership agreement, income from
operations is allocated and related cash distributions are generally paid to
the General and Limited Partners at the rates of 1% and 99%, respectively.
Sale or refinancing proceeds are generally allocated first to the Limited
Partners in an amount equal to their capital contributions, next to the
Limited Partners to provide specified returns on their adjusted capital
contributions, next 3% to the General Partner, with any remaining proceeds
allocated 85% to the Limited Partners and 15% to the General Partner. Gain on
property sold is generally allocated first between the General Partner and
Limited Partners in an amount equal to the depreciation previously allocated
from the property and then in the same ratio as the distribution of sale
proceeds. Cash distributions, if any, are made quarterly based upon cash
available for distribution, as defined in the partnership agreement. Cash
available for distribution will fluctuate as changes in cash flows and
adequacy of cash balances warrant.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Partnership's financial statements are prepared in accordance with
generally accepted accounting principles which requires the use of estimates
and assumptions by the General Partner.

The accompanying consolidated financial statements include the accounts
of the Partnership and its pro-rata share of the accounts of Tierrasanta 234,
Fairchild 234, and Penasquitos 34 (Westbrook Commons), all of which are
California general partnerships, in which the Partnership has 40%, 20%, and
50% interests, respectively. The other partners in these ventures are
affiliates of the Partnership. Additionally, the accounts of Goshen Road
Limited Partnership, a Maryland limited partnership in which the Partnership
has a 90% controlling general partnership interest have been consolidated. All
intercompany accounts and transactions have been eliminated in consolidation.

The Partnership will review its real estate property investments for
impairment whenever events or changes in circumstances indicate that the
property carrying amounts may not be recoverable. Such a review results in the
Partnership recording a provision for impairment of the carrying value of its
real estate investments whenever the estimated future cash flows from a
property's operations and projected sale are less than the property's net
carrying value. The General Partner believes that the estimates and
assumptions used in evaluating the carrying value of the Partnership's
properties are appropriate; however, changes in market conditions and
circumstances could occur in the near term which would cause these estimates
to change.

Depreciation is calculated primarily on the straight-line method over
the estimated useful lives of buildings and improvements, which range from
five to 40 years. Lease commissions and tenant improvements are capitalized
and amortized over the life of the lease using the straight-line method.

Organization costs were amortized over a five-year period.

Cash equivalents consist of money market mutual funds, the cost of which
approximates fair value.

The Partnership uses the allowance method of accounting for doubtful
accounts. Provisions for uncollectible tenant receivables in the amounts of
$269,000, $102,000, and $65,000 were recorded in 1995, 1994, and 1993,
respectively. Bad debt expense is included in Property Operating Expenses.

Rental income is recognized by the Partnership on a straight-line basis
over the term of each lease. Rental income accrued, but not yet billed, is
included in Other Assets and aggregates $192,000 and $106,000 at December 31,
1995 and 1994, respectively.

Under provisions of the Internal Revenue Code and applicable state
taxation codes, partnerships are generally not subject to income taxes;
therefore, no provision has been made for such taxes in the accompanying
consolidated financial statements.

NOTE 3 - TRANSACTIONS WITH RELATED PARTIES AND OTHER ENTITIES

As compensation for services rendered in managing the affairs of the
Partnership, the General Partner earns a partnership management fee equal to
9% of net operating proceeds. The General Partner earned partnership
management fees of $85,000, $267,000, and $192,000 in 1995, 1994, and 1993,
respectively. In addition, the General Partner's share of cash available for
distribution from operations, as discussed in Note 1, totaled $15,000,
$20,000, and $21,000 in 1995, 1994, and 1993, respectively.

In accordance with the partnership agreement, certain operating expenses
are reimbursable to the General Partner. The General Partner's reimbursement
of such expenses totaled $58,000, $55,000, and $57,000 for communications and
administrative services performed on behalf of the Partnership during 1995,
1994, and 1993, respectively.

An affiliate of the General Partner earned a normal and customary fee of
$6,000, $17,000, and $5,000 from the money market mutual funds in which the
Partnership made its interim cash investments during 1995, 1994, and 1993,
respectively.

LaSalle Advisors Limited Partnership ("LaSalle") is the Partnership's
advisor and is compensated for its advisory services directly by the General
Partner. LaSalle is reimbursed by the Partnership for certain operating
expenses pursuant to its contract with the Partnership to provide real estate
advisory, accounting, and other related services to the Partnership. LaSalle's
reimbursement for such expenses during each of the last three years totaled
$80,000.

An affiliate of LaSalle earned $71,000, $61,000, and $31,000 in 1995,
1994, and 1993, respectively, as property manager for several of the
Partnership's properties.

The General Partner and LaSalle are entitled to an acquisition fee for
services rendered in connection with the purchase of properties and the
investment in participating mortgage loans. Such fee represents 2% of the
Limited Partners' capital contributions and is paid separately, with respect
to each investment on a pro-rata basis. In 1993, the General Partner and
LaSalle each earned $43,000 for the Metropolitan Industrial acquisition after
certain economic contingencies arising at the time of acquisition in 1992 were
satisfied.

NOTE 4 - PROPERTY DISPOSITION

In June 1994, the Partnership sold Metropolitan Industrial and received net
proceeds of $5,870,000. The net book value of this property at the time of
disposition was $5,293,000, after accumulated depreciation expense. Results of
operations at the property were $149,000 in 1994 and $417,000 in 1993.

NOTE 5 - FAIRCHILD CORPORATE CENTER

Fairchild Corporate Center, formerly known as Brinderson Plaza, was acquired
outright on February 1, 1994 by a corporation, the stockholders of which are
the Partnership and certain other affiliated partnerships. The previously
established valuation allowance for this property was reduced $3,000 and the
remaining allowance of $582,000 (including $75,000 arising in 1993) was
reclassified as a reduction in the carrying value of the property. Prior to
February 1, 1994, the Partnership's underlying investment in Fairchild, in the
form of a mortgage loan and minority equity interest, was accounted for as an
in-substance foreclosed property in the Partnership's financial statements.

NOTE 6 - PROPERTY VALUATIONS

Based upon a review of current market conditions, estimated holding period,
and future performance expectations of each property, the General Partner
determined that the net carrying value of Tierrasanta may not be fully
recoverable from future operations and disposition and recognized an
impairment charge of $733,000 in 1994.

On January 1, 1996, the Partnership adopted Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which changes
the Partnership's current method of accounting for its real estate property
investments when circumstances indicate that the carrying amount of a property
may not be recoverable. Measurement of an impairment loss on an operating
property will now be based on the estimated fair value of the property rather
than the sum of expected future cash flows. Properties held for sale will
continue to be reflected at the lower of historical cost or estimated fair
value less anticipated selling costs. No adjustment of the carrying values of
the Partnership's real estate property investments was required at January 1,
1996 as a result of adopting SFAS No. 121.

NOTE 7 - LEASES

Future minimum rentals to be received by the Partnership under noncancelable
operating leases in effect as of December 31, 1995, are:

Fiscal Year (in thousands)
__________
1996 $ 2,332
1997 1,871
1998 1,485
1999 998
2000 693
Thereafter 3,878
_______
Total $11,257
_______
_______

NOTE 8 - RECONCILIATION OF FINANCIAL STATEMENT TO TAXABLE INCOME

As described in Note 2, the Partnership has not provided for an income tax
liability; however, certain timing differences exist between amounts reported
for financial reporting and federal income tax purposes. These differences are
summarized below for years ended December 31:

1995 1994 1993
________ ________ ________
(in thousands)

Book net income. . . . . . . . . . . . . $ 1,044 $ 1,095 $ 1,358
Allowances for:
Uncollectible accounts
receivable . . . . . . . . . . . . . 246 74 43
Property valuations. . . . . . . . . . - 730 75
Normalized and
prepaid rents . . . . . . . . . . . . (93) (65) (3)
Interest income. . . . . . . . . . . . . 252 254 206
Depreciation . . . . . . . . . . . . . . 7 85 (42)
Accrued expenses . . . . . . . . . . . . (42) (6) 7
________ ________ ________
Taxable income . . . . . . . . . . . . . $ 1,414 $ 2,167 $ 1,644
________ ________ ________
________ ________ ________

NOTE 9 - SUBSEQUENT EVENT

The Partnership declared a quarterly cash distribution of $.47 per unit to
Limited Partners of the Partnership as of the close of business on December
31, 1995. The Limited Partners will receive $363,000, and the General Partner
will receive $4,000.

INDEPENDENT AUDITORS' REPORT

To the Partners
T. Rowe Price Realty Income Fund IV,
America's Sales-Commission-Free Real Estate Limited Partnership:

We have audited the accompanying consolidated balance sheets of T. Rowe Price
Realty Income Fund IV, America's Sales-Commission-Free Real Estate Limited
Partnership and its consolidated ventures as of December 31, 1995 and 1994,
and the related consolidated statements of operations, partners' capital and
cash flows for each of the years in the three-year period ended December 31,
1995. These consolidated financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

KPMG Peat Marwick LLP

Chicago, Illinois
January 17, 1996

The Fund is currently considering whether to continue or terminate the
Reinvestment Plan. The following information is provided in order to enable
the Fund to register additional Units later this year should management decide
to continue the plan.

MARKET FOR THE FUND'S LIMITED PARTNERSHIP INTERESTS AND RELATED SECURITY
HOLDER MATTERS

On February 15, 1996, there were 4,739 Limited Partners. There is no public
market for the Units, and it is not anticipated that a public market for the
Units will develop. T. Rowe Price Investment Services, Inc. ("Investment
Services"), an affiliate of the General Partner, provides certain information
to investors which may assist Limited Partners desiring to sell their Units,
but provides only ministerial services in connection with such transactions.
Since this arrangement does not constitute a market for the Units, it is
possible that no prospective purchaser will be willing to pay the price
specified by a prospective seller.

The Fund has a reinvestment plan, whereby the Limited Partners may elect to
have their cash distributions automatically reinvested in additional Units of
the Fund, or fractions thereof, instead of receiving cash payments. The price
of the Units sold under the plan was initially set at $50 per Unit. The Fund's
Partnership Agreement provides that after the first year of the plan, the
General Partner is to determine the fair market value of the Units to be sold
pursuant to the plan; for 1994, the General Partner initially determined this
value to be $39. After the proceeds of the Metropolitan Industrial sale were
distributed in November, 1994, the price was reduced to $32. For 1995 it was
$31, after a $1 per Unit distribution from retained cash balances generated
primarily from the reinvestment plan. As of February 15, 1996, 159,176 Units
had been purchased under the plan for a total investment of $6,677,000. Eleven
thousand five hundred and fifteen additional Units are available for sale
under the Fund's current registration statement. The Fund will either file a
registration statement later this year to enable it to continue to sell Units
pursuant to the reinvestment plan, or terminate the plan.

The Fund also has a redemption plan, whereby Limited Partners have the
opportunity to present some or all of their Units to the Fund for redemption,
and to have those Units redeemed provided the Fund then has sufficient
proceeds from the reinvestment plan available for this purpose. Under the
redemption plan, the redemption price per Unit is 90% of the estimated fair
market value of a Unit as determined from time to time. Completed redemption
requests must be received in good order by the Fund at least 60 days prior to
the end of a quarter for the Units to qualify for redemption at the end of
that quarter. In addition, redemptions will only be permitted if at least one
of the following conditions is satisfied: (i) total redemptions and transfers
(other than Excluded Transfers, as defined below) during the Fund's fiscal
year do not exceed 5% of the Units outstanding; (ii) total redemptions and
transfers (other than Excluded Transfers) during the Fund's fiscal year do not
exceed 10% of the Units outstanding and total transfers (other than
redemptions and Excluded Transfers) do not exceed 2% of Units outstanding; or
(iii) the General Partner has received an opinion of counsel satisfactory to
the General Partner or a favorable Internal Revenue Service ("IRS") ruling
that such transfer will not result in the Fund being classified as a "publicly
traded partnership" for such year. As of February 15, 1996, 79,752 Units had
been redeemed for a total of $2,861,000. The plan may be terminated by the
General Partner at any time. If the reinvestment plan is discontinued the
redemption program may also be terminated.

In 1987, the IRS adopted certain rules concerning "publicly traded
partnerships." The effect of being classified as a publicly traded partnership
would be that income produced by the Fund would be classified as portfolio
income rather than passive income. On November 29, 1995, the IRS adopted final
regulations ("Final Regulations"), describing when interests in partnerships
will be considered to be publicly traded. The Final Regulations do not take
effect with respect to existing partnerships until the year 2006. Due to the
nature of the Partnership's income and to the low volume of transfers of
Units, it is not anticipated that the Partnership will be treated as a
publicly traded partnership under currently applicable rules and
interpretations or under the Final Regulations.

Distributions declared to the Limited Partners during the two most recent
fiscal years are as follows:

Distribution for the Amount of
Quarter Ended Distributions per Unit
_________________ ____________________

March 31, 1994 $0.60
June 30, 1994 0.60
September 30, 1994 8.45
December 31, 1994 1.60
March 31, 1995 0.47
June 30, 1995 0.47
September 30, 1995 0.47
December 31, 1995 0.47

All of the foregoing distributions were paid from cash flows from operating
activities, with the following exceptions. The distribution for the quarter
ended September 30, 1994, included $7.85 per Unit consisting of the proceeds
of the sale of the Metropolitan Industrial property. The distributions for
1994 included $0.31 from prior-years' operations, and the distribution for the
quarter ended December 31, 1994, included $0.78 from the proceeds of the
reinvestment plan.

There are no material legal restrictions on the Fund's present or future
ability to make distributions in accordance with the provisions of the
Agreement of Limited Partnership. Reference is made to Management's Discussion
and Analysis of Financial Condition and Results of Operations, below, for a
discussion of the Fund's ability to continue to make future distributions.

At the end of 1995, the Fund conducted its annual formal unit valuation. The
valuation of the Fund's properties was performed by the General Partner, and
then reviewed by an independent professional appraiser to assess the analysis
and assumptions utilized. The estimated investment value of limited
partnership Units resulting from this process was $31 per Unit. Units cannot
currently 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 Fund
ultimately liquidates its holdings.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Liquidity and Capital Resources

The Fund originally sold 692,598 Units in connection with the public offering
of Units, for a total of $34,630,000, including the contribution of $25,000
from the Initial Limited Partner. After deduction of organizational and
offering costs of $2,078,000, the Fund had $32,552,000 available for
investment and cash reserves.

The public offering of Units was terminated on September 30, 1988, and
additional Units will be sold only in connection with the Fund's reinvestment
plan. As of February 15, 1996, additional capital in the amount of $6,677,000
has been raised from cash distributions reinvested and 159,176 Units were
issued in connection therewith. Of this amount $2,861,000 has been used to
redeem Units. The amount of additional capital to be raised from this source
in the future will depend on whether the General Partner elects to continue
the reinvestment plan, as well as the size of the Fund's cash distributions
per Unit and the number of Units held by investors who elect to participate in
the plan. There are no organizational or offering expenses associated with
such proceeds. This capital will be used, to the extent necessary, to
repurchase Units in connection with the Fund's redemption plan; the balance
will be available for investment in real estate or for cash reserves.

The Fund owns six properties or interests therein acquired on an all-cash
basis (including one originally recorded as a loan). The Fund has sold one
property, the Metropolitan Industrial property, and on February 1, 1994,
acquired an ownership interest in Fairchild Corporate Center (formerly known
as Brinderson Plaza), which was previously classified as an in-substance
foreclosed property that originated as a participating mortgage loan. The
acquisition cost of the Fund's real estate investments and subsequent
improvements thereto was $34,693,000. The Fund has sold one property,
Metropolitan, with a cost basis, including capital improvements, of
$5,532,000. The Fund has also recorded provisions for loan loss, permanent
value impairment, and valuation allowances of $3,052,000. On the Fund's
balance sheet, investments in real estate also include an unaffiliated
partner's minority interest in Goshen Plaza of $688,000. Therefore, the net
investment in real estate before deduction for depreciation for financial
reporting purposes is $26,797,000 as of December 31, 1995.

The Fund expects to incur capital expenditures during 1996 totaling
approximately $550,000, including $300,000 for tenant improvements and lease
commissions, and $250,000 for other major repairs and improvements. With 19%
of the square footage in the Fund's portfolio expiring in 1996, the Fund
anticipates spending slightly more on leasing commissions and tenant
improvements than in 1995. As of December 31, 1995, the Fund maintained cash
and cash equivalents aggregating $1,733,000, approximately $600,000 less than
last year. Net cash provided by operating activities decreased, and
expenditures for capital improvements increased due to increased leasing
activity.

The Fund maintains cash balances to fund its operating and investing
activities including the costs of tenant improvements and leasing commissions,
costs which must be disbursed prior to the collection of any resultant
revenues. The General Partner believes that 1995 year-end cash balances and
cash generated from operating activities in 1996 will be adequate to fund its
current investing and operating needs. The Fund's ability to continue to pay a
quarterly distribution at recent historical levels will depend on results of
operations and the General Partner's determination of the level of cash or
cash equivalents which it is deemed appropriate for the Fund to maintain.

OPERATIONS

1995 v. 1994

A discussion of the Fund's 1995 results of operations and distributions paid
appears in the Chairman's Letter on page 1 of this Annual Report. The Fund's
net income of $1,044,000 for 1995 equates to $1.35 per share compared with
$1,095,000, or $1.45 per share, in 1994.

Leases representing 19% of the portfolio's leasable square footage are
scheduled to expire in 1996. These leases represent approximately 36% of the
portfolio's rental income for 1995. This amount of potential lease turnover is
normal for the types of properties in the portfolio, which typically leases to
tenants under three to five year leases. The Burnham property is the only
single-tenant property in the Fund's portfolio. The tenant in this property
accounted for less than 10% of the Fund's revenue in 1995, and its lease does
not expire until 2000. In addition, the Fund has received an unsolicited offer
to purchase the property, which is in the early stages of negotiation.

1994 v. 1993

Excluding the effect of a permanent value impairment in connection with the
Tierrasanta property and the sale of the Metropolitan Industrial property, the
overall performance of the Fund's portfolio improved in 1994. Rental revenues
from the remaining properties were up $189,000 over their 1993 levels, and
comparable operating expenses were only slightly higher, resulting in an
increase in income from property operations, excluding valuation adjustments,
of $98,000.

The major reason for the decline in net income relative to 1993 was the
$733,000 permanent value impairment recorded in connection with the
Tierrasanta property. The other non-operating event which influenced the
year-over-year change in net income was the $577,000 gain on the sale of the
Metropolitan Industrial property in June of 1994. Unfortunately, the gain was
not enough to offset the effects of the valuation adjustment and the loss of
$284,000 of operating income from the Metropolitan Industrial property versus
the prior year, so net income declined from $1,358,000 in 1993 to $1,095,000
in 1994.

The absence of Metropolitan in the portfolio for half of the year resulted in
a $416,000 decline in rental income and a $148,000 decline in expenses. In
addition, because the proceeds of the sale were held by the Fund for
approximately half of 1994, interest income was up by over $100,000. Rental
income from the remaining properties benefited from higher rental rates at
Westbrook Commons and an increase in the average occupancy at Goshen Plaza.
The tenant reimbursement component of rental revenues was also up at both
locations, although the overall effect on net income was offset by
corresponding expenses at the properties.

Cash available for distribution was higher in 1994 and resulted in an increase
in the management fee to the General Partner as well as in the distributions
to the Limited Partners from the Fund's operations.

Reconciliation of Financial and Tax Results

For 1995, the Fund's book net income was $985,000 and its taxable income was
$1,414,000. Interest on the loan secured by Fairchild Corporate Center, which
was recognized only for tax purposes, and bad debt expense, which was
recognized only for book purposes, were the primary differences between the
two. For 1994, the Fund's book net income was $1,095,000, and its taxable
income was $2,167,000. The allowance for permanent value impairment in
connection with the Tierrasanta property was the primary difference between
the two. For a complete reconciliation see Note 8 to the Fund's financial
statements, which note is hereby incorporated by reference herein.

ACCOUNTANTS' CONSENT

To the Partners
T. Rowe Price Realty Income Fund IV,
America's Sales-Commission-Free Real Estate Limited
Partnership:

We consent to incorporation by reference in the
registration statement on Form S-3 of T. Rowe Price
Realty Income Fund IV, America's Sales-Commission-Free
Real Estate Limited Partnership of our report dated
January 17, 1996, relating to the consolidated balance
sheets of T. Rowe Price Realty Income Fund IV, America's
Sales-Commission-Free Real Estate Limited Partnership
and its consolidated ventures as of December 31, 1995
and 1994, and the related consolidated statements of
operations, partners' capital, and cash flows and
related schedule for each of the years in the three-year
period ended December 31, 1995, which report appears in
the December 31, 1995 Annual Report on Form 10-K of T.
Rowe Price Realty Income Fund IV, America's Sales-
Commission-Free Real Estate Limited Partnership and to
the reference to our firm under the heading Experts in
the prospectus, which is a part of the registration
statement.

KPMG Peat Marwick LLP

Chicago, Illinois
March 25, 1996

<ARTICLE>5
<LEGEND>
This schedule contains summary financial information
extracted from the
consolidated financial statements of T. Rowe Price
Realty Income Fund IV,
America's Sales-Commission-Free Real Estate Limited
Partnership included in
the accompanying Form 10-K for the year ended December
31, 1995 and is qualified
in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000826315
<NAME> T. ROWE PRICE REALTY INCOME FUND IV, AMERICA'S
SALES-COMMISS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,733,000
<SECURITIES> 0
<RECEIVABLES> 990,000
<ALLOWANCES> 367,000
<INVENTORY> 0
<CURRENT-ASSETS>
0<F1>
<PP&E> 26,797,000
<DEPRECIATION> 3,848,000
<TOTAL-ASSETS> 25,562,000
<CURRENT-LIABILITIES>
0<F1>
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE>
24,051,000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 25,562,000
<SALES> 0
<TOTAL-REVENUES> 3,706,000
<CGS> 0
<TOTAL-COSTS> 2,452,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 269,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 985,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 985,000

<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 985,000
<EPS-PRIMARY>
0<F3>
<EPS-DILUTED> 0
<FN>
<F1>Notcontainedinregistrant'sunclassifiedbalance sheet.
<F2>Partners' Capital.
<F3>Not applicable. Net income per limited partnership
unit is $1.27.
</FN>

<PAGE>1
Schedule
III

T. Rowe Price Realty Income Fund IV,
America's Sales-Commission-Free Real Estate Limited
Partnership

Consolidated Real Estate and Accumulated Depreciation
December 31, 1995
(Dollars in thousands)

Description Type
Encumbrances

Real Estate Property
Investments

Tierrasanta Business Park $0
San Diego, California

Goshen Plaza Retail 0
Montgomery Cty, Maryland

Westbrook Commons Retail 0
Westchester, Illinois

Burnham Building Warehouse 0
Boca Raton, Florida

Kent Sea Park Business Park 0
Kent, Washington

Fairchild Corporate Office 0
Center
Irvine, California __

Portfolio Totals $0
==

<PAGE>2

Initial Cost to Partnership Costs

Capitalized
Buildings and Subsequent
to
Description Land Improvements
Acquisition

Real Estate
Property
Investments

Tierrasanta $1,800 $3,201 $(409)
San Diego,
California

Goshen Plaza 2,540 4,495 103
Montgomery County,
Maryland

Westbrook Commons 1,700 3,415 530
Westchester,
Illinois

Burnham Building 665 1,924 0
Boca Raton, Florida

Kent Sea Park 1,470 3,415 497
Kent, Washington

Fairchild Corporate 800 880 (309)
Center
Irvine, California ______ ______ ______

Portfolio Totals $ 9,055 $17,330 $ 412
====== ====== ======

<PAGE>3

Gross Amounts at which Carried at
Close of Period

Buildings
and
Description Land Improvements Total

Real Estate
Property Investments

Tierrasanta $ 1,800 $ 2,792 $ 4,592
San Diego,
California

Goshen Plaza 2,540 4,598 7,138
Montgomery Cty,
Maryland

Westbrook Commons 1,700 3,945 5,645
Westchester,
Illinois

Burnham Building 665 1,924 2,589
Boca Raton, Florida

Kent Sea Park 1,470 3,912 5,382
Kent, Washington

Fairchild Corporate 880 571 1,451
Center
Irvine, California ______ ______ ______

Portfolio Totals $ 9,055 $17,742 $26,797
====== ====== ======

<PAGE>4

Accumulated Date of Date
Description Depreciation Construction
Acquired

Real Estate
Property Investments

Tierrasanta $ 1,142 1984 05/88
San Diego,
California

Goshen Plaza 896 1989 11/90
Montgomery County,
Maryland

Westbrook Commons 688 1982 12/90
Westchester,
Illinois

Burnham Building 304 1980 01/91
Boca Raton, Florida

Kent Sea Park 652 1972 08/91
Kent, Washington

Fairchild Corporate 166 1979 07/88
Center
Irvine, California ______

Portfolio Totals $ 3,848
======

<PAGE>5

Life on which
Depreciation
in Latest
Statement of
Operations is
Description Computed

Real Estate Property Investments

Tierrasanta 5 - 40
years
San Diego, California

Goshen Plaza 5 - 40
years
Montgomery Cty, Maryland

Westbrook Commons 5 - 40
years Westchester, Illinois

Burnham Building 5 - 40
years Boca Raton, Florida

Kent Sea Park 5 - 40
years
Kent, Washington

Fairchild Corporate Center 5 - 40
years
Irvine,California

Notes:

(1) The Partnership recorded a provision for value
impairment in connection with Tierrasanta for $733 in
1994. See note 6 of Notes to Consolidated Financial
Statements.

(2) In conjunction with the Partnership acquiring
Fairchild Corporate Center in 1994, the Partnership
reduced the previously recorded valuation allowance
for the property, formerly known as Brinderson Plaza,
by $3 and the remaining allowance of $582 (including
$75 in 1993) was reclassified as a reduction in the
carrying value of the property. See note 5 of Notes
to Consolidated Financial Statements.

(3) The Partnership sold Metropolitan Industrial in
June 1994. See note 4 of Notes to Consolidated
Financial Statements.

<PAGE>6

(4) Reconciliation of real estate owned:

1995 1994
1993

Balance at beginning
of period $26,273 $32,830
$32,491
Additions during period 633 290
339
Property dispositions
during period -- (5,532) --
Reductions during period (109) -- -
-
_______ _______
_______
26,797 27,588
32,830

Provision for value
impairment -- (1,315)
--
------- ------- ---
----
Balance at end of
period $26,797 $26,273
$32,830
======= =======
======

(5) Reconciliation of accumulated depreciation:

1995 1994
1993

Balance at beginning
of period $ 3,171 $ 2,537 $
1,718
Property dispositions
during period -- (239) --
Reductions during
period (109) --
--
Depreciation expense 786 873
819
______ ______
______

Balance at end of
period $ 3,848 $ 3,171 $
2,537

======= =======
=======

Reductions in real estate owned and depreciation
during 1995 reflect the write-off of tenant
improvements relating to tenants who have vacated
the property.

(6) Aggregate cost of real estate owned at December
31, 1995 for Federal income tax purposes was
approximately $24,715.

INDEPENDENT AUDITORS' REPORT

To the Partners
T. Rowe Price Realty Income Fund IV,
America's Sales-Commission-Free Real Estate Limited
Partnership:

We have audited the consolidated financial statements of
T. Rowe Price Realty Income Fund IV, America's Sales-
Commission-Free Real Estate Limited Partnership and its
consolidated ventures as listed in the accompanying
index. In connection with our audits of the
consolidated financial statements, we also have audited
the financial statement schedule as listed in the
accompanying index. These consolidated financial
statements and financial statement schedule are the
responsibility of the Partnership's management. Our
responsibility is to express an opinion on these
consolidated financial statements and financial
statement schedule based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing
the accounting principles used and significant estimates
made by management, as well as evaluating the overall
consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material
respects, the financial position of T. Rowe Price Realty
Income Fund IV, America's Sales-Commission-Free Real
Estate Limited Partnership and its consolidated ventures
as of December 31, 1995 and 1994, and the results of
their operations and their cash flows for each of the
years in the three-year period ended December 31, 1995,
in conformity with generally accepted accounting
principles. Also in our opinion, the related financial
statement schedule, when considered in relation to the
basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the
information set forth therein.

KPMG Peat Marwick LLP

Chicago, Illinois
January 17, 1996