T. ROWE PRICE LOGO                                                             
- - - ------------------------------------------------------------------------------ 
T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202     
                                                                               
                                                                               
                                                                               
James S. Riepe                                                                 
Managing Director                                                              
                                                                               
                                                                               
                                                                               
Dear Shareholder:                                                              
                                                                               
    All  of  the  T. Rowe Price mutual funds will hold shareholder meetings in 
1994  to elect directors, ratify the selection of independent accountants, and 
approve amendments to a number of investment policies.                         
    The T. Rowe Price funds are not required to hold annual meetings each year 
if the only items of business are to elect directors or ratify accountants. In 
order  to  save fund expenses, most of the funds have not held annual meetings 
for  a  number  of years. There are, however, conditions under which the funds 
must  ask  shareholders  to  elect  directors,  and  one  is  to comply with a 
requirement  that  a  minimum  number  have  been elected by shareholders, not 
appointed  by the funds' boards. Since the last annual meetings of the T. Rowe 
Price funds, several directors have retired and new directors have been added. 
In addition, a number of directors will be retiring in the near future.        
    Given  this  situation, we believed it appropriate to hold annual meetings 
for  all  the  T.  Rowe Price funds in 1994. At the same time, we reviewed the 
investment  policies  of  all  of  the funds for consistency and to assure the 
portfolio  managers  have  the  flexibility  they need to manage your money in 
today's  fast changing financial markets. The changes being recommended, which 
are  explained  in  detail  in  the  enclosed proxy material, DO NOT ALTER THE 
FUNDS' INVESTMENT OBJECTIVES OR BASIC INVESTMENT PROGRAMS.                     
    In  many  cases  the  proposals  are  common  to several funds, so we have 
combined  certain  proxy statements to save on fund expenses. For those of you 
who own more than one of these funds, the combined proxy may also save you the 
time  of reading more than one document before you vote and mail your ballots. 
The proposals which are specific to an individual fund are easily identifiable 
on  the Notice and in the proxy statement discussion. If you own more than one 
fund, please note that EACH FUND HAS A SEPARATE CARD. YOU SHOULD VOTE AND SIGN 
EACH ONE, then return all of them to us in the enclosed postage-paid envelope. 
    Your  early  response  will  be  appreciated  and could save your fund the 
substantial  costs  associated with a follow-up mailing. We know we are asking 
you  to  review  a  rather  formidable  proxy  statement,  but  this  approach 
represents  the  most  efficient  one  for  your fund as well as for the other 
funds.  Thank you for your cooperation. If you have any questions, please call 
us at 1-800-225-5132.                                                          
                                                                               
                                      Sincerely,                               
                                                                               
                                      SIGNATURE                                
                                                                               
                                      James S. Riepe                           
                                      Director, Mutual Funds Division          
                                                                               
                                                      CUSIP#77954D105/fund#069 
                                                      CUSIP#741841105/fund#057 
                                                      CUSIP#779570100/fund#043 
                                                      CUSIP#779573104/fund#044 
                                                      CUSIP#77957P105/fund#055 
                                                                               
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
           T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.            
                     T. ROWE PRICE HIGH YIELD FUND, INC.                       
                     T. ROWE PRICE NEW INCOME FUND, INC.                       
                    T. ROWE PRICE PRIME RESERVE FUND, INC.                     
                   T. ROWE PRICE SHORT-TERM BOND FUND, INC.                    
                                                                               
                      NOTICE OF MEETING OF SHAREHOLDERS                        
                                                                               
                                 JUNE 8, 1994                                  
                                                                               
    The  Annual  Meeting  of Shareholders of the T. Rowe Price Adjustable Rate 
U.S.  Government Fund, Inc. ("Adjustable Rate Fund"), T. Rowe Price High Yield 
Fund,  Inc.  ("High  Yield  Fund"),  T. Rowe Price New Income Fund, Inc. ("New 
Income  Fund"),  T. Rowe Price Prime Reserve Fund, Inc. ("Prime Reserve Fund") 
and  T. Rowe Price Short-Term Bond Fund, Inc. ("Short-Term Bond Fund") (each a 
"Fund"  and  collectively  the  "Funds"), each a Maryland corporation, will be 
held  jointly on Wednesday, June 8, 1994, at 10:30 o'clock a.m., Eastern time, 
at the offices of the Funds, 100 East Pratt Street, Baltimore, Maryland 21202. 
The following matters will be acted upon at that time:                         
    1. FOR  THE  SHAREHOLDERS OF EACH FUND: To elect directors for the Fund in 
       which  you  invest  to  serve until the next annual meeting, if any, or 
       until their successors shall have been duly elected and qualified;      
    2. FOR THE SHAREHOLDERS OF EACH FUND:                                      
       A.  To  amend  each Fund's fundamental policies to increase its ability 
           to engage in borrowing transactions;                                
       B.  To  amend  each Fund's fundamental policies to increase its ability 
           to engage in lending transactions;                                  
       C.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy on purchasing securities on margin;                          
       D.  To amend each Fund's fundamental policies concerning real estate;   
       E.  To amend each Fund's fundamental policies on the issuance of senior 
           securities;                                                         
       F.  To   amend   each   Fund's   fundamental   policies   on   industry 
           concentration;                                                      
       FOR  THE  SHAREHOLDERS OF THE HIGH YIELD, NEW INCOME, PRIME RESERVE AND 
       SHORT-TERM BOND FUNDS:                                                  
       G.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy on pledging assets;                                          
       FOR THE SHAREHOLDERS OF THE ADJUSTABLE RATE, HIGH YIELD, NEW INCOME AND 
       SHORT-TERM BOND FUNDS:                                                  
       H.  To   amend   each  Fund's  fundamental  policies  on  investing  in 
           commodities  and futures contracts to permit greater flexibility in 
           futures trading;                                                    
                                                                               
                                                      CUSIP#77954D105/fund#069 
                                                      CUSIP#741841105/fund#057 
                                                      CUSIP#779570100/fund#043 
                                                      CUSIP#779573104/fund#044 
                                                      CUSIP#77957P105/fund#055 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
       FOR  THE SHAREHOLDERS OF THE ADJUSTABLE RATE, HIGH YIELD, PRIME RESERVE 
       AND SHORT-TERM BOND FUNDS:                                              
       I.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy on investing in equity securities;                           
       FOR THE SHAREHOLDERS OF THE NEW INCOME FUND:                            
       J.  To  change  from  a  fundamental  to an operating policy the Fund's 
           policy on short sales;                                              
       FOR THE SHAREHOLDERS OF THE HIGH YIELD AND PRIME RESERVE FUNDS:         
       K.  To   amend   each  Fund's  fundamental  policies  to  increase  the 
           percentage  of  Fund assets which may be invested in the securities 
           of any single issuer;                                               
       L.  To  amend  each  Fund's  fundamental policies to permit the Fund to 
           purchase more than 10% of an issuer's voting securities;            
       M.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy on control of portfolio companies;                           
       N.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy on investing in other investment companies;                  
       O.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy on investing in oil and gas programs;                        
       P.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy on investing in options;                                     
       Q.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy  on  ownership  of  portfolio  securities  by  officers  and 
           directors;                                                          
       R.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy on purchasing illiquid securities;                           
       S.  To  change  from  a  fundamental to an operating policy each Fund's 
           policy on unseasoned issuers;                                       
    3. FOR THE SHAREHOLDERS OF EACH FUND: To ratify or reject the selection of 
       the  firms  of Coopers & Lybrand as the independent accountants for the 
       Adjustable   Rate   Fund   and  Price  Waterhouse  as  the  independent 
       accountants   for  the  High  Yield,  New  Income,  Prime  Reserve  and 
       Short-Term  Bond  Funds  for the three-month fiscal year ending May 31, 
       1994 and for the fiscal year ending May 31, 1995;                       
    4. FOR  THE  SHAREHOLDERS  OF  THE  NEW INCOME AND PRIME RESERVE FUNDS: To 
       amend  each  Fund's  Articles  of Incorporation to delete the policy on 
       pricing securities; and                                                 
    5. To transact such other business as may properly come before the meeting 
       and any adjournments thereof.                                           
                                                                               
                                                             LENORA V. HORNUNG
                                                             Secretary        
April 22, 1994                                                                 
100 East Pratt Street                                                          
Baltimore, Maryland 21202                                                      
                                                                               
                            YOUR VOTE IS IMPORTANT                             
SHAREHOLDERS ARE URGED TO DESIGNATE THEIR CHOICES ON EACH OF THE MATTERS TO BE 
ACTED  UPON  AND  TO DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE 
PROVIDED,  WHICH  REQUIRES  NO  POSTAGE  IF  MAILED IN THE UNITED STATES. YOUR 
PROMPT  RETURN OF THE PROXY WILL HELP ASSURE A QUORUM AT THE MEETING AND AVOID 
THE ADDITIONAL FUND EXPENSE OF FURTHER SOLICITATION.                           
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
           T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.            
                     T. ROWE PRICE HIGH YIELD FUND, INC.                       
                     T. ROWE PRICE NEW INCOME FUND, INC.                       
                    T. ROWE PRICE PRIME RESERVE FUND, INC.                     
                   T. ROWE PRICE SHORT-TERM BOND FUND, INC.                    
                                                                               
                    MEETING OF SHAREHOLDERS--JUNE 8, 1994                      
                                                                               
                               PROXY STATEMENT                                 
                                                                               
    This statement is furnished in connection with the solicitation of proxies 
by  the  T. Rowe Price Adjustable Rate U.S. Government Fund, Inc. ("Adjustable 
Rate  Fund"), T. Rowe Price High Yield Fund, Inc. ("High Yield Fund"), T. Rowe 
Price  New  Income Fund, Inc. ("New Income Fund"), T. Rowe Price Prime Reserve 
Fund, Inc. ("Prime Reserve Fund") and T. Rowe Price Short-Term Bond Fund, Inc. 
("Short-Term  Bond Fund") (each a "Fund" and collectively the "Funds"), each a 
Maryland  corporation,  for  use at the Annual Meeting of Shareholders of each 
Fund to be held jointly on June 8, 1994, and at any adjournments thereof.      
    Shareholders  may  vote only on matters which concern the Fund or Funds in 
which  they  hold  shares. Shareholders are entitled to one vote for each full 
share, and a proportionate vote for each fractional share, of the Fund held as 
of  the  record  date. Under Maryland law, shares owned by two or more persons 
(whether  as  joint  tenants,  co-fiduciaries,  or otherwise) will be voted as 
follows,  unless a written instrument or court order providing to the contrary 
has  been filed with the Fund: (1) if only one votes, that vote will bind all; 
(2) if more than one votes, the vote of the majority will bind all; and (3) if 
more  than  one  votes  and  the vote is evenly divided, the vote will be cast 
proportionately.                                                               
    In order to hold the meeting, a majority of each Fund's shares entitled to 
be voted must have been received by proxy or be present at the meeting. In the 
event that a quorum is present but sufficient votes in favor of one or more of 
the  Proposals  are  not  received  by the time scheduled for the meeting, the 
persons  named  as proxies may propose one or more adjournments of the meeting 
to  permit  further solicitation of proxies. Any such adjournment will require 
the affirmative vote of a majority of the shares present in person or by proxy 
at  the  session  of  the meeting adjourned. The persons named as proxies will 
vote  in favor of such adjournment if they determine that such adjournment and 
additional  solicitation  is  reasonable  and  in the interests of each Fund's 
shareholders.  The  shareholders  of each Fund vote separately with respect to 
each Proposal.                                                                 
    The  individuals  named  as proxies (or their substitutes) in the enclosed 
proxy  card (or cards if you own shares of more than one Fund or have multiple 
accounts) will vote in accordance with your directions as indicated thereon if 
your  proxy is received properly executed. You may direct the proxy holders to 
vote  your  shares  on  a  Proposal  by  checking the appropriate box "For" or 
"Against,"  or  instruct  them  not  to  vote  those shares on the Proposal by 
checking  the  "Abstain"  box.  Alternatively,  you  may simply sign, date and 
return  your  proxy card(s) with no specific instructions as to the Proposals. 
If  you  properly execute your proxy card and give no voting instructions with 
respect  to  a Proposal, your shares will be voted for the Proposal. Any proxy 
may  be  revoked  at  any time prior to its exercise by filing with the Fund a 
written  notice  of  revocation, by delivering a duly executed proxy bearing a 
later date, or by attending the meeting and voting in person.                  
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    Abstentions  and  "broker  non-votes"  (as  defined below) are counted for 
purposes  of determining whether a quorum is present for purposes of convening 
the  meeting.  "Broker  non-votes"  are shares held by a broker or nominee for 
which  an  executed proxy is received by the Fund, but are not voted as to one 
or  more  Proposals  because  instructions  have  not  been  received from the 
beneficial  owners  or persons entitled to vote and the broker or nominee does 
not  have  discretionary  voting  power.  If  a Proposal must be approved by a 
percentage  of  votes  cast  on the Proposal, abstentions and broker non-votes 
will not be counted as "votes cast" on the Proposal and will have no effect on 
the  result  of  the vote. If the Proposal must be approved by a percentage of 
voting securities present at the meeting, abstentions will be considered to be 
voting  securities  that are present and will have the effect of being counted 
as  votes  against  the proposal. Broker non-votes will not be counted for any 
purpose in connection with calculating the vote on such a Proposal.            
    VOTE  REQUIRED:  A PLURALITY OF ALL VOTES CAST AT THE MEETING BY EACH FUND 
IS  SUFFICIENT  TO  APPROVE  PROPOSAL 1 FOR EACH FUND. A MAJORITY OF THE VOTES 
CAST IS SUFFICIENT TO APPROVE PROPOSAL 3 FOR EACH FUND. APPROVAL OF PROPOSAL 4 
REQUIRES  THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF EACH OF THE NEW 
INCOME  AND PRIME RESERVE FUNDS' OUTSTANDING SHARES. APPROVAL OF ALL REMAINING 
PROPOSALS  OF  EACH  FUND  REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF THE 
LESSER  OF  (A) 67% OF THE SHARES PRESENT AT THE MEETING IN PERSON OR BY PROXY 
(IF  THE  HOLDERS  OF 50% OR MORE OF THE OUTSTANDING SECURITIES ARE PRESENT OR 
REPRESENTED BY PROXY) OR (B) A MAJORITY OF EACH FUND'S OUTSTANDING SHARES.     
    If  the proposed amendments to each Fund's fundamental investment policies 
are  approved,  they  will  become  effective  on  or about July 1, 1994. If a 
proposed  amendment  to  a  Fund's  fundamental  investment  policies  is  not 
approved,  that policy will remain unchanged. If the proposed amendment to the 
Articles  of  Incorporation  of  the  New  Income  and  Prime Reserve Funds is 
approved,  it  will become effective on or about July 1, 1994. If the proposed 
amendment  to  each  Fund's  Articles  of  Incorporation  is not approved, the 
Articles will remain unchanged.                                                
    Each  Fund  will  pay a portion of the costs of the meeting, including the 
solicitation  of  proxies, allocated on the basis of the number of shareholder 
accounts  of each Fund. Persons holding shares as nominees will be reimbursed, 
upon  request, for their reasonable expenses in sending solicitation materials 
to  the principals of the accounts. In addition to the solicitation of proxies 
by  mail,  directors,  officers,  and/or  employees  of  each  Fund  or of its 
investment  manager,  T.  Rowe  Price  Associates, Inc. ("T. Rowe Price"), may 
solicit proxies in person or by telephone.                                     
    The  approximate  date  on which this Proxy Statement and form of proxy is 
first being mailed to shareholders of each Fund is April 22, 1994.             
                                                                               
1.  ELECTION OF DIRECTORS                                                      
                                                                               
    The following table sets forth information concerning each of the nominees 
for  director indicating the particular Board(s) on which the nominee has been 
asked  to  serve. Each nominee has agreed to hold office until the next annual 
meeting  (if any) or his/her successor is duly elected and qualified. With the 
exception  of  Ms.  Whittemore  and  Messrs.  Black  and  Burnett, each of the 
nominees  is  a  member  of the present Board of Directors of the Fund and has 
served  in  that  capacity  since  originally elected by shareholders. Messrs. 
Black  and  Burnett  were  elected  directors  of  each  Fund  by its Board of 
Directors  on April 23, 1993 and January 19, 1993, respectively. A shareholder 
using  the  enclosed proxy form can vote for all or any of the nominees of the 
Board  of  Directors  or  withhold  his  or  her  vote from all or any of such 
nominees.  IF  THE  PROXY  CARD  IS PROPERLY EXECUTED BUT UNMARKED, IT WILL BE 
VOTED  FOR  ALL OF THE NOMINEES. Should any nominee become unable or unwilling 
to accept nomination or election, the persons named in the proxy will exercise 
their  voting  power  in favor of such other person or persons as the Board of 
Directors  of  the Fund may recommend. There are no family relationships among 
these nominees.                                                                
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The membership of the five Boards will not be identical following election 
at  the  meeting. Specifically, certain individuals who are interested persons 
of  T. Rowe Price are being elected to only one of the Funds. Shareholders are 
being asked to elect the Board of Directors of their respective Fund only.     
                                                                               
                                                                        
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                                                                     Fund             All Other Price      
                                                              Shares Beneficially      Funds' Shares       
  Name, Address, Date of                                      Owned, Directly or    Beneficially Owned     
   Birth of Nominee and                                        Indirectly, as of      Directly as of       
    Position with Fund        Principal Occupations/(1)/         2/28/94/(2)/             2/28/94          
- - - --------------------------------------------------------------------------------------------------------   
                                                                                               
Robert P. Black            Retired: formerly President,      Adjustable Rate Fund:   3,223                 
10 Dahlgren Road           Federal Reserve Bank of Richmond; --                                            
Richmond, VA 23233         Director/ Trustee of all other T. High Yield Fund: --                           
12/21/27                   Rowe Price taxable income Funds   New Income Fund: --                           
[bullet]Director since                                       Prime Reserve Fund:                           
1993 of:                                                     --                                            
Adjustable Rate Fund, High                                   Short-Term Bond Fund:                        
Yield Fund, New Income                                       --                                           
Fund, Prime Reserve Fund                                                                                  
and Short-Term Bond Fund                                                                                  
                                                                               
Calvin W. Burnett, PH.D.   President, Coppin State College;  Adjustable Rate Fund:     589               
2500 West North Avenue     Director, Maryland Chamber of     --                                          
Baltimore, MD 21216        Commerce and Provident Bank of    High Yield Fund: 465                        
3/16/32                    Maryland; President, Baltimore    New Income Fund: --                         
[bullet]Director since     Area Council Boy Scouts of        Prime Reserve Fund:                         
1993 of:                   America; Vice President, Board of 4,000                                       
Adjustable Rate Fund, High Directors, The Walters Art        Short-Term Bond Fund:                       
Yield Fund, New Income     Gallery; and a Director/Trustee   --                                          
Fund, Prime Reserve Fund   of the 11 other T. Rowe Price                                                 
and Short-Term Bond Fund   Income Funds/Trusts                                                           
                                                                               
*George J. Collins         President, Managing Director and  Adjustable Rate Fund:  14,713               
100 East Pratt Street      Chief Executive Officer, T. Rowe  6,903                                       
Baltimore, MD 21202        Price Associates, Inc.; Director, High Yield Fund:                            
7/31/40                    Rowe Price-Fleming International, 4,568                                       
[bullet]Chairman of the    Inc.,                             New Income Fund:                            
Board and member of        T. Rowe Price Trust Company, and  1,070                                       
Executive Committee:       T. Rowe Price Retirement Plan     Prime Reserve Fund:                         
Adjustable Rate Fund       Services, Inc.; Chairman of the   1,316,199                                   
(1991), High Yield Fund    Board of nine other T. Rowe Price Short-Term Bond Fund:                       
(1985), New Income Fund    Funds/ Trusts; Vice President,    131,080                                     
(1978), and Short-Term     President and/or Director of five                                             
Bond Fund (1983)           other T. Rowe Price Funds.                                                    
[bullet]Prime Reserve                                                                                    
Fund: Vice President and                                                                                 
member of Executive                                                                                      
Committee since 1975                                                                                     
                                                                               
Anthony W. Deering         Director, President and Chief     Adjustable Rate Fund:  25,179               
10275 Little Patuxent      Operating Officer, The Rouse      --                                          
Parkway                    Company, real estate developers,  High Yield Fund: 208                        
Columbia, MD 21044         Columbia, Maryland; Advisory      New Income Fund: 167                        
1/28/45                    Director, Kleinwort, Benson       Prime Reserve Fund:                         
[bullet]Director:          (North America) Corporation, a    64,341                                      
Adjustable Rate Fund       registered broker-dealer, and a   Short-Term Bond Fund:                       
(1991), High Yield Fund    Director/Trustee of the 11 other  251                                         
(1985), New Income Fund    T. Rowe Price Income                                                          
(1980), Prime Reserve Fund Funds/Trusts, Institutional                                                   
(1979) and Short-Term Bond International Funds, Inc. and T.                                              
Fund (1983)                Rowe Price International Funds,                                               
                           Inc.                                                                          
                                                                               
*Carter O. Hoffman         Managing Director, T. Rowe Price  New Income Fund:      253,049               
100 East Pratt Street      Associates, Inc.; Director, T.    36,428                                      
Baltimore, MD 21202        Rowe Price New Era Fund, Inc.;    Prime Reserve Fund:                         
9/3/27                     Vice President, T. Rowe Price     1,140,553                                   
[bullet]New Income Fund:   Growth Stock Fund, Inc.                                                       
Vice President and member                                                                                
of Executive Committee                                                                                   
since 1973                                                                                               
[bullet]Prime Reserve                                                                                    
Fund: Chairman of the                                                                                    
Board and member of                                                                                      
Executive Committee since                                                                                
1975                                                                                                     
                                                                               
F. Pierce Linaweaver       President, F. Pierce Linaweaver & Adjustable Rate Fund:  22,328               
The Legg Mason Tower       Associates, Inc.; formerly        --                                          
Suite 2700                 (1987-1991) Executive Vice        High Yield Fund:                            
111 South Calvert Street   President, EA Engineering,        10,427                                      
Baltimore, MD 21202        Science, and Technology, Inc. and New Income Fund: --                         
8/22/34                    (1987-1990) President, EA         Prime Reserve Fund:                         
[bullet]Director:          Engineering, Inc.;                23,519                                      
Adjustable Rate Fund       Director/Trustee of the 11 other  Short-Term Bond Fund:                       
(1991), High Yield Fund    T. Rowe Price Income Funds/Trusts --                                          
(1985), New Income Fund                                                                                  
(1983), Prime Reserve Fund                                                                               
(1980) and Short-Term Bond                                                                               
Fund (1983)                                                                                              
                                                                               
*James S. Riepe            Managing Director, T. Rowe Price  Adjustable Rate Fund: 371,251               
100 East Pratt Street      Associates, Inc.; President and   5,292                                       
Baltimore, MD 21202        Director, T. Rowe Price           High Yield Fund:                            
6/25/43                    Investment Services, Inc.;        40,090                                      
[bullet]Vice President and Chairman of the Board,            New Income Fund: 419                        
member of Executive        T. Rowe Price Services, Inc., T.  Prime Reserve Fund:                         
Committee: Adjustable Rate Rowe Price Trust Company, T. Rowe 102,703                                     
Fund (1991), High Yield    Price Retirement Plan Services,   Short-Term Bond Fund:                       
Fund (1985), New Income    Inc., and four T. Rowe Price      158,124                                     
Fund (1983), and           Funds; Vice President and                                                     
Short-Term Bond Fund       Director/ Trustee of 25 other T.                                              
(1983)                     Rowe Price Funds/ Trusts;                                                     
[bullet]Prime Reserve      Director, Rhone-Poulenc Rorer,                                                
Fund: Vice President since Inc.                                                                          
1982                                                                                                     
                                                                               
John G. Schreiber          President, Schreiber Investments, Adjustable Rate Fund: 259,118               
1115 East Illinois Road    a real estate investment company; --                                          
Lake Forest, IL 60045      Director and formerly             High Yield Fund:                            
10/21/46                   (1/80-12/90) Executive Vice       14,570                                      
[bullet]Director since     President, JMB Realty             New Income Fund:                            
1992 of: Adjustable Rate   Corporation, a national real      12,897                                      
Fund, High Yield Fund, New estate investment manager and     Prime Reserve Fund:                         
Income Fund, Prime Reserve developer; Director/Trustee of    105,625                                     
Fund, and Short-Term Bond  the 11 other                      Short-Term Bond Fund:                       
Fund                       T. Rowe Price Income Funds/Trusts 22,642                                      
                                                                               
*Charles P. Smith          Managing Director, T. Rowe Price  New Income Fund: 47    99,148               
100 East Pratt Street      Associates, Inc.; Vice President,                                             
Baltimore, MD 21202        Rowe Price-Fleming International,                                             
12/4/43                    Inc.; Executive Vice President                                                
[bullet]New Income Fund:   and Director, T. Rowe Price U.S.                                              
President and member of    Treasury Funds, Inc.; Vice                                                    
Executive Committee since  President of six other T. Rowe                                                
1988                       Price Funds/Trusts                                                            
                                                                               
*Richard S. Swingle        Managing Director, T. Rowe Price  High Yield Fund:      153,857               
100 East Pratt Street      Associates, Inc.                  34,875                                      
Baltimore, MD 21202                                                                                      
1/23/45                                                                                                  
[bullet]High Yield Fund:                                                                                 
President and member of                                                                                  
Executive Committee since                                                                                
1987                                                                                                     
                                                                               
*Peter VanDyke             Managing Director, T. Rowe Price  Adjustable Rate Fund: 105,280               
100 East Pratt Street      Associates, Inc.; Vice President, 667                                         
Baltimore, MD 21202        Rowe Price-Fleming International,                                             
11/29/38                   Inc. and T. Rowe Price Trust                                                  
[bullet]Adjustable Rate    Company; Executive Vice President                                             
Fund: President and member and Director, T. Rowe Price U.S.                                              
of Executive Committee     Treasury Funds, Inc.; President,                                              
since 1991                 Executive Vice President and/or                                               
                           Vice President of five other T.                                               
                           Rowe Price Funds                                                              
                                                                               
Anne Marie Whittemore      Partner, law firm of McGuire,     Adjustable Rate Fund:     475               
One James Center           Woods, Battle & Boothe; formerly, --                                          
901 East Cary Street       Chairman and Director, Federal    High Yield Fund: --                         
Richmond, VA 23219-4030    Reserve Bank of Richmond;         New Income Fund: --                         
3/19/46                    Director, Owens & Minor, Inc.,    Prime Reserve Fund:                         
[bullet]Initial election   USF&G Corporation, Old Dominion   --                                          
as Director of:            University, and nominated to the  Short-Term Bond Fund:                       
Adjustable Rate Fund, High Board of James River Corporation; --                                          
Yield Fund, New Income     Member, Richmond Bar Association                                              
Fund, Prime Reserve Fund,  and American Bar Association                                                  
and Short-Term Bond Fund                                                                                 
                                                                               
<FN>                                                                           
*     Nominees considered "interested persons" of T. Rowe Price.                                         
(1)   Except as otherwise noted, each individual has held the office indicated, or other offices in      
      the same company, for the last five years.                                                         
(2)   In addition to the shares owned beneficially and of record by each of the nominees, the amounts    
      shown reflect the proportionate interests of Messrs. Collins, Riepe and VanDyke in 12,862 shares   
      of the Adjustable Rate Fund, Messrs. Collins, Riepe and Swingle in 7,049 shares of the High        
      Yield Fund, Messrs. Collins, Hoffman, Riepe and Smith in 1,172 shares of the New Income Fund,      
      Messrs. Collins, Hoffman and Riepe in 6,560 shares of the Prime Reserve Fund and Messrs. Collins   
      and Riepe in 227,068 shares of the Short-Term Bond Fund which are owned by a wholly-owned          
      subsidiary of the Funds' investment manager, T. Rowe Price. The amounts shown also reflect the     
      aggregate interests of these individuals in 53,683, 35,795, 2,106,932, and 60,392 shares of the    
      High Yield, New Income, Prime Reserve and Short-Term Bond Funds, respectively, owned by the T.     
      Rowe Price Associates, Inc. Profit Sharing Trust.                                                  
                                                                       
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    John  Sagan a director of the Adjustable Rate Fund since 1991 and the High 
Yield,  New  Income,  Prime  Reserve and Short-Term Bond Funds since 1986, has 
retired from the Board and will not be standing for reelection. As of February 
28,  1994, Mr. Sagan beneficially owned, directly or indirectly, 12,000, 5,050 
and  6,596  shares  of  the  High Yield, New Income and Short-Term Bond Funds, 
respectively.                                                                  
    Mr.  Charles  W.  Shaeffer, a director of the New Income and Prime Reserve 
Funds  from  1973-1979 and 1975-1979, respectively, and Mr. W. Ernest Issel, a 
director of the New Income Fund from 1968-1983, have been named by each Fund's 
Board  of Directors as director emeritus. The position of director emeritus is 
honorary  only and does not confer any responsibility or voting authority. Mr. 
Shaeffer  was  formerly  Chairman of the Board (1966-75), President (1963-74), 
and Director (1947-76) of T. Rowe Price.                                       
    The  directors of each Fund who are officers or employees of T. Rowe Price 
receive  no remuneration from the Fund. For the fiscal year ended February 28, 
1994,  Messrs.  Black,  Burnett,  Deering,  Linaweaver,  Sagan, and Schreiber, 
received  from  the Adjustable Rate, High Yield, New Income, Prime Reserve and 
Short-Term  Bond Funds' directors' fees aggregating $11,000, $27,000, $27,000, 
$45,000  and  $15,000,  including expenses, respectively. The fee paid to each 
such  director  is calculated in accordance with the following fee schedule: a 
fee  of  $25,000  per  year  as  the  initial  fee for the first T. Rowe Price 
Fund/Trust on which a director serves; a fee of $5,000 for each of the second, 
third, and fourth T. Rowe Price Funds/Trusts on which a director serves; a fee 
of  $2,500 for each of the fifth and sixth T. Rowe Price Funds/Trusts on which 
a  director  serves;  and  a  fee  of  $1,000  for each of the seventh and any 
additional  T.  Rowe  Price  Funds/Trusts  on  which  a director serves. Those 
nominees indicated by an asterisk (*) are persons who, for purposes of Section 
2(a)(19)  of  the  Investment  Company  Act of 1940 are considered "interested 
persons"  of  T.  Rowe Price. Each such nominee is deemed to be an "interested 
person"  by virtue of his officership, directorship, and/or employment with T. 
Rowe  Price. Messrs. Black, Burnett, Deering, Linaweaver, Sagan, and Schreiber 
are the current independent directors of each Fund.                            
    The T. Rowe Price Funds have established a Joint Audit Committee, which is 
comprised of at least one independent director representing each of the Funds. 
Mr.  Deering, a director of each Fund, is a member of the Committee. The other 
members  are  Leo  C.  Bailey,  Donald  W. Dick, Jr., and Hubert D. Vos. These 
directors  also receive a fee of $500 for each Committee meeting attended. The 
Audit  Committee  holds two regular meetings during each fiscal year, at which 
time  it  meets with the independent accountants of the T. Rowe Price Funds to 
review:  (1) the services provided; (2) the findings of the most recent audit; 
(3)  management's  response  to the findings of the most recent audit; (4) the 
scope  of  the  audit  to be performed; (5) the accountants' fees; and (6) any 
accounting questions relating to particular areas of the                       
T.  Rowe Price Funds' operations or the operations of parties dealing with the 
T. Rowe Price Funds, as circumstances indicate.                                
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Board  of  Directors of each Fund has an Executive Committee which is 
authorized  to  assume  all the powers of the Board to manage the Fund, in the 
intervals  between  meetings  of  the  Board,  except the powers prohibited by 
statute from being delegated.                                                  
    The  Board  of Directors of each Fund has a Nominating Committee, which is 
comprised  of  all  the  T.  Rowe  Price  Funds'  independent  directors.  The 
Nominating  Committee,  which  functions  only  in  an  advisory  capacity, is 
responsible  for  reviewing  and recommending to the full Board candidates for 
election as independent directors to fill vacancies on the Board of Directors. 
The   Nominating   Committee   will   consider  written  recommendations  from 
shareholders   for   possible   nominees.  Shareholders  should  submit  their 
recommendations  to  the  Secretary  of  the  Fund.  Members of the Nominating 
Committee  met  informally during the last full fiscal year, but the Committee 
as such held no formal meetings.                                               
    Each  Fund's  Board  of Directors held seven meetings during the last full 
fiscal  year.  With the exception of Mr. Hoffman, a director of the New Income 
and  Prime  Reserve Funds, and Mr. Swingle, a director of the High Yield Fund, 
each director standing for reelection attended 75% or more of the aggregate of 
(i)  the  total  number of meetings of the Board of Directors (held during the 
period  for  which  he  was a director), and (ii) the total number of meetings 
held by all committees of the Board on which he served.                        
                                                                               
EACH FUND                                                                      
                                                                               
2.  APPROVAL  OR  DISAPPROVAL  OF CHANGES TO THE FUNDS' FUNDAMENTAL INVESTMENT 
    POLICIES                                                                   
                                                                               
    The  Investment  Company  Act of 1940 (the "1940 Act") requires investment 
companies such as the Funds to adopt certain specific investment policies that 
can  be changed only by shareholder vote. An investment company may also elect 
to designate other policies that may be changed only by shareholder vote. Both 
types  of policies are often referred to as "fundamental policies." Certain of 
the  Funds'  fundamental  policies  have  been  adopted in the past to reflect 
regulatory,  business  or  industry  conditions  that are no longer in effect. 
Accordingly,  each  Fund's Board of Directors has approved, and has authorized 
the  submission  to each Fund's shareholders for their approval, the amendment 
and/or  reclassification  of certain of the fundamental policies applicable to 
each Fund.                                                                     
    The proposed amendments would (i) conform the fundamental policies of each 
Fund  to  ones  which  are  expected  to become standard for all T. Rowe Price 
Funds,  (ii)  simplify  and  modernize the limitations that are required to be 
fundamental by the 1940 Act and (iii) eliminate as fundamental any limitations 
that  are  not required to be fundamental by that Act. The Board believes that 
standardized  policies  will  assist the Funds and T. Rowe Price in monitoring 
compliance with the various investment restrictions to which the T. Rowe Price 
Funds  are  subject.  By  reducing  to a minimum those limitations that can be 
changed  only  by  shareholder  vote,  the Funds would be able to minimize the 
costs   and  delay  associated  with  holding  frequent  annual  shareholders' 
meetings.  Finally, the Directors also believe that T. Rowe Price's ability to 
manage the Funds' assets in a changing investment environment will be enhanced 
and  that  investment  management  opportunities  will  be  increased by these 
changes.                                                                       
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    In the following discussion "the Fund" is intended to refer to each Fund.  
                                                                               
A.  PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY TO INCREASE ITS 
    ABILITY TO ENGAGE IN BORROWING TRANSACTIONS                                
                                                                               
    Because the Fund may occasionally need to borrow money to meet substantial 
shareholder  redemption  or  exchange  requests  when  available  cash  is not 
sufficient  to  satisfy  these  needs,  the Board of Directors has proposed an 
amendment to the Fund's fundamental policy which would permit the Fund greater 
flexibility  to  engage  in borrowing transactions. The current restriction is 
not  required  by applicable law. The new restriction would (1) allow the Fund 
to  borrow  larger  amounts  of money; (2) (i) Adjustable Rate, New Income and 
Short-Term  Bond Funds--borrow from persons in addition to other T. Rowe Price 
Funds  or banks to the extent permitted by applicable law; (ii) High Yield and 
Prime Reserve Funds--borrow from other T. Rowe Price Funds or other persons to 
the  extent  permitted  by  applicable  law;  and  (3) clarify that the Fund's 
restriction  on  borrowing does not prohibit the Fund from entering into other 
proper  investments  and transactions. Although the proposal would provide the 
Prime Reserve Fund greater flexibility to engage in borrowing transactions, as 
a practical matter, the Fund does not expect the amendments will result in any 
changes  to  its  investment  program.  The  Prime Reserve Fund has no current 
intention of engaging in any borrowing.                                        
    The  new  restriction would also conform the Fund's policy on borrowing to 
one  which  is  expected  to  become standard for all T. Rowe Price Funds. The 
Board  believes  that  standardized  policies will assist the Fund and T. Rowe 
Price  in  monitoring  compliance  with the various investment restrictions to 
which  the  T.  Rowe Price Funds are subject. The Board has directed that such 
proposals be submitted to shareholders for approval or disapproval.            
    The  Fund's  current  fundamental  policy  in  the area of borrowing is as 
follows:                                                                       
                                                                               
    ADJUSTABLE RATE FUND                                                       
                                                                               
    "[As  a  matter  of  fundamental  policy, the Fund may not:] Borrow money, 
    except the Fund may borrow from banks or other Price Funds, as a temporary 
    measure  for extraordinary or emergency purposes, and then only in amounts 
    not  exceeding 30% of its total assets valued at market. The Fund will not 
    borrow  in  order  to increase income (leveraging), but only to facilitate 
    redemption  requests which might otherwise require untimely disposition of 
    portfolio securities. Interest paid on any such borrowings will reduce net 
    investment income. The Fund may enter into interest rate futures contracts 
    as set forth in [its fundamental policy on futures] and reverse repurchase 
    agreements;"                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    HIGH YIELD FUND                                                            
                                                                               
    "[As  a  matter  of  fundamental  policy, the Fund may not:] Borrow money, 
    except  the  Fund  may  borrow  from  banks  as  a  temporary  measure for 
    extraordinary  or  emergency purposes, and then only from banks in amounts 
    not  exceeding 15% of its total assets valued at market. The Fund will not 
    borrow  in  order  to increase income (leveraging), but only to facilitate 
    redemption  requests which might otherwise require untimely disposition of 
    portfolio securities. Interest paid on any such borrowings will reduce net 
    investment income. The Fund may enter into interest rate futures contracts 
    as  set  forth  in  [its fundamental policy on futures]. The Fund will not 
    purchase  additional  securities  when  money borrowed exceeds 5% of total 
    assets;"                                                                   
                                                                               
    NEW INCOME AND SHORT-TERM BOND FUNDS                                       
                                                                               
    "[As  a  matter  of  fundamental  policy, the Fund may not:] Borrow money, 
    except the Fund may borrow from banks or other Price Funds, as a temporary 
    measure  for extraordinary or emergency purposes, and then only in amounts 
    not  exceeding 30% of its total assets valued at market. The Fund will not 
    borrow  in  order  to increase income (leveraging), but only to facilitate 
    redemption  requests which might otherwise require untimely disposition of 
    portfolio securities. Interest paid on any such borrowings will reduce net 
    investment income. The Fund may enter into interest rate futures contracts 
    as set forth in [its fundamental policy on futures];"                      
                                                                               
    PRIME RESERVE FUND                                                         
                                                                               
    "[As  a  matter  of  fundamental  policy, the Fund may not:] Borrow money, 
    except  the  Fund  may  borrow  from  banks  as  a  temporary  measure for 
    extraordinary  or  emergency purposes, and then only from banks in amounts 
    not  exceeding  the lesser of 10% of its total assets valued at cost or 5% 
    of its total assets valued at market. The Fund will not borrow in order to 
    increase  income  (leveraging), but only to facilitate redemption requests 
    which   might   otherwise   require   untimely  disposition  of  portfolio 
    securities.   Interest  paid  on  any  such  borrowings  will  reduce  net 
    investment income;"                                                        
                                                                               
    As  amended,  the  Fund's  fundamental  policy  on  borrowing  would be as 
follows:                                                                       
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Borrow money 
    except  that  the  Fund  may  (i)  borrow for non-leveraging, temporary or 
    emergency  purposes  and  (ii) engage in reverse repurchase agreements and 
    make  other investments or engage in other transactions, which may involve 
    a  borrowing,  in a manner consistent with the Fund's investment objective 
    and  program,  provided  that  the  combination  of (i) and (ii) shall not 
    exceed  33  1/3%  of  the  value of the Fund's total assets (including the 
    amount  borrowed)  less  liabilities (other than borrowings) or such other 
    percentage  permitted  by  law.  Any  borrowings which come to exceed this 
    amount  will  be  reduced  in accordance with applicable law. The Fund may 
    borrow  from  banks,  other  Price  Funds  or  other persons to the extent 
    permitted by applicable law;"                                              
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    In  addition,  the  Board  of  Directors of the High Yield Fund intends to 
adopt  the  5%  limitation  on  purchasing  additional  securities  when money 
borrowed  exceeds 5% (current fundamental policy) as an operating policy which 
may be changed by the Board of Directors without further shareholder approval. 
The operating policy would be as follows:                                      
                                                                               
    "[As a matter of operating policy, the Fund will not:] Purchase additional 
    securities when money borrowed exceeds 5% of the Fund's total assets;"     
                                                                               
The other Funds have already adopted an identical operating policy.            
    If  approved,  the  primary  effect of the proposals would be to allow the 
Fund  to: (1) borrow up to 33 1/3% (or such higher amount permitted by law) of 
its  total assets (including the amount borrowed) less liabilities (other than 
borrowings) as opposed to the current limitation; (2) (i) Adjustable Rate, New 
Income and Short-Term Bond Funds--borrow from persons in addition to banks and 
other   mutual   funds   advised  by  T.  Rowe  Price  or  Rowe  Price-Fleming 
International, Inc. ("T. Rowe Price Funds"); (ii) High Yield and Prime Reserve 
Funds--borrow  from  other  T. Rowe Price Funds or other persons to the extent 
permitted  by  applicable law; and (3) enter into other investments consistent 
with the Fund's investment objective and program.                              
                                                                               
33 1/3% LIMITATION                                                             
                                                                               
    The  increase  in  the  amount  of  money  which  the Fund could borrow is 
primarily  designed  to allow the Fund greater flexibility to meet shareholder 
redemption  requests  should  the need arise. As is the case under its current 
policy, the Fund would not borrow to increase income through leveraging. It is 
possible  the Fund's ability to borrow a larger percentage of its assets could 
adversely  affect  the  Fund  if  the Fund were unable to liquidate sufficient 
securities,  or  the  Fund  were forced to liquidate securities at unfavorable 
prices,  to  pay  back  the  borrowed sums. However, the Directors believe the 
risks of such possibilities are outweighed by the greater flexibility the Fund 
would  have  in  borrowing.  The increased ability to borrow should permit the 
Fund,  if  it  were  faced  with substantial shareholder redemptions, to avoid 
liquidating securities at unfavorable prices or times to a greater degree than 
would  be  the case under the current policy. As noted, the Prime Reserve Fund 
has no current intention of engaging in any borrowing transactions.            
                                                                               
HIGH YIELD AND PRIME RESERVE FUNDS                                             
                                                                               
BORROWING FROM OTHER PRICE FUNDS                                               
                                                                               
    Current  law  prohibits  the  Fund from borrowing from other T. Rowe Price 
Funds.   However,  if  the  proposed  amendments  to  the  Fund's  fundamental 
investment  policy  on  borrowing  are  approved by shareholders, the Fund may 
apply  to the Securities and Exchange Commission ("SEC") for an exemption from 
this  prohibition.  There  is,  of course, no assurance that the SEC would act 
favorably  on  such  a  request.  If the SEC did grant such an order, the Fund 
could  be  allowed  to  borrow  from  other T. Rowe Price Funds. T. Rowe Price 
believes  that  the  ability  to  engage  in  borrowing  transactions with the 
participating  T.  Rowe  Price  Funds as part of a program, referred to as the 
"interfund lending program," may allow the Fund to obtain lower interest rates 
on  money  borrowed  for temporary or emergency purposes. Any existing T. Rowe 
Price  Fund  participating  in  the interfund lending program would only do so 
upon approval of its shareholders.                                             
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    As  noted  above,  when the Fund is required to borrow money, it currently 
may  do  so  only  from  banks.  When  the  Fund  borrows money from banks, it 
typically  pays  interest  on  those  borrowings at a rate that is higher than 
rates  available  contemporaneously from investments in repurchase agreements. 
If  the  proposed  amendment  is  approved  (and  an  SEC exemptive order were 
granted), eligible T. Rowe Price Funds would be permitted to participate in an 
interfund lending program to allow various of the T. Rowe Price Funds, through 
a  master  loan  agreement, to lend available cash to and borrow from other T. 
Rowe  Price  Funds.  Each lending fund could lend available cash to another T. 
Rowe  Price  Fund  only  when  the  interfund  rate was higher than repurchase 
agreement  rates  or  rates  on  other comparable short-term investments. Each 
borrowing  fund  could  borrow through the interfund lending program only when 
the interfund loan rate was lower than available bank loan rates.              
    In  determining  to  recommend  the proposed amendment to shareholders for 
approval, T. Rowe Price and the Directors considered the possible risks to the 
Fund  from  participation in the interfund lending program. T. Rowe Price does 
not  view  the difference in rates available on bank borrowings and repurchase 
agreements or other short-term investments as reflecting a material difference 
in the quality of the risk of the transactions, but rather as an indication of 
the  ability of banks to earn a higher rate of interest on loans than they pay 
on repurchase agreements or other short-term investments. There is a risk that 
a  lending  fund  could  experience a delay in obtaining prompt repayment of a 
loan and, unlike repurchase agreements, the lending fund would not necessarily 
have  received  collateral  for  its  loan,  although  it  could  require that 
collateral  be provided as a condition for making a loan. A delay in obtaining 
prompt payment could cause a lending fund to miss an investment opportunity or 
to incur costs to borrow money to replace the delayed payment. There is also a 
risk  that a borrowing fund could have a loan recalled on one day's notice. In 
these  circumstances, the borrowing fund might have to borrow from a bank at a 
higher  interest cost if money to lend were not available from another T. Rowe 
Price  Fund.  The  Directors  consider  that  the  benefits  to  the  Fund  of 
participating in the program outweigh the possible risks to the Fund from such 
participation.                                                                 
    In  order  to permit the Fund to engage in interfund lending transactions, 
regulatory  approval  of the SEC is required because, among other reasons, the 
transactions may be considered to be among affiliated parties. If the proposed 
amendment  is approved by shareholders, the proposed interfund lending program 
would  be  implemented only to the extent permitted by rule or by order of the 
SEC and to the extent that the transactions were otherwise consistent with the 
investment  objectives  and  limitations  of  each participating T. Rowe Price 
Fund. If exemptive relief from the SEC is not granted, the Fund, as previously 
noted, will not be able to engage in the interfund lending program even though 
shareholders  have  approved the proposal. As noted, no prediction can be made 
as to whether the SEC would grant such relief.                                 
    Shareholders  are  being  asked  to  approve  an  amendment  to the Fund's 
fundamental  policy on borrowing in this proposal. Shareholders are also being 
asked  to  vote separately on an amendment to the Fund's fundamental policy on 
lending  (see  pages 14-19). If both amendments are adopted, the Fund, subject 
to  its  investment objective and policies, will be able to participate in the 
interfund  lending program as both a lender and a borrower. If only one of the 
two  proposals  is  adopted,  then  the  Fund's participation in the interfund 
lending  program will be confined to either lending or borrowing, depending on 
which amendment is approved.                                                   
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Directors  believe  the  proposed  amendment  may benefit the Fund by 
facilitating its flexibility to explore cost-effective alternatives to satisfy 
its  borrowing  requirements  and  by borrowing money from other T. Rowe Price 
Funds.  Implementation of interfund borrowing would be accomplished consistent 
with applicable regulatory requirements, including the provisions of any order 
the SEC might issue to the Fund and to other T. Rowe Price Funds.              
                                                                               
HIGH YIELD, NEW INCOME, PRIME RESERVE AND SHORT-TERM BOND FUNDS                
                                                                               
REVERSE REPURCHASE AGREEMENTS                                                  
                                                                               
    To  facilitate  portfolio  liquidity,  it is possible the Fund could enter 
into  reverse repurchase agreements. In a repurchase agreement, the Fund would 
purchase  securities  from  a  bank  or  broker-dealer (Counterparty) with the 
agreement  that  the  Counterparty  would repurchase the securities at a later 
date.  Reverse  repurchase  agreements  are  ordinary repurchase agreements in 
which  a  fund  is  a  seller of, rather than the purchaser of, securities and 
agrees to repurchase them at an agreed upon time and price. Reverse repurchase 
agreements  can  avoid  certain  market risks and transaction costs associated 
with  an outright sale and repurchase. Reverse repurchase agreements, however, 
may  be  viewed  as borrowings. To the extent they are, the proposed amendment 
would clarify that the Fund's restrictions on borrowing would not prohibit the 
Fund from entering into a reverse repurchase agreement.                        
                                                                               
OTHER CHANGES                                                                  
                                                                               
    The  other proposed changes in the Fund's fundamental policy--to allow the 
Fund  to borrow from persons other than banks and other T. Rowe Price Funds to 
the  extent consistent with applicable law and to engage in transactions other 
than  reverse  repurchase agreements which may involve a borrowing--are simply 
designed  to  permit  the Fund the greatest degree of flexibility permitted by 
law  in pursuing its investment program. Although not specifically referred to 
in the proposed new policy, the Fund (other than the Prime Reserve Fund) would 
continue  to  be  able  to enter into interest rate (as well as other) futures 
contracts  and  options  thereon.  As  noted  above, the Fund will not use its 
increased  flexibility  to borrow to engage in transactions which could result 
in  leveraging the Fund. All activities of the Fund are, of course, subject to 
the 1940 Act and the rules and regulations thereunder as well as various state 
securities laws.                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
B.  PROPOSAL  TO  AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING THE 
    MAKING OF LOANS                                                            
                                                                               
ADJUSTABLE RATE, NEW INCOME AND SHORT-TERM BOND FUNDS                          
                                                                               
    The  Board  of  Directors  has  proposed  an  amendment to the Fundamental 
Investment  Policies  of  the  Fund in order to (i) increase the amount of its 
assets  which  may  be subject to its lending policy and (ii) clarify that the 
Fund  could  purchase the entire or any portion of the debt of a borrower. The 
new  restriction  would also conform the Fund's policy on lending to one which 
is expected to become standard for all T. Rowe Price Funds. The Board believes 
that  standardized  policies  will  assist  the  Fund  and  T.  Rowe  Price in 
monitoring compliance with the various investment restrictions to which the T. 
Rowe  Price  Funds  are subject. The Board has directed that such amendment be 
submitted to shareholders for approval or disapproval.                         
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Fund's  current  fundamental policy in the area of making loans is as 
follows:                                                                       
                                                                               
    EACH FUND                                                                  
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund may not:] Make loans, 
    although  the Fund may (i) purchase money market securities and enter into 
    repurchase    agreements;   (ii)   acquire   publicly-distributed   bonds, 
    debentures,  notes  and other debt securities and purchase debt securities 
    at   private   placement;   (iii)  lend  portfolio  securities;  and  (iv) 
    participate  in  an  interfund  lending  program  with  other  Price Funds 
    provided  that  no such loan may be made if, as a result, the aggregate of 
    such loans would exceed 30% of the value of the Fund's total assets;"      
                                                                               
    As amended, the Fund's fundamental policy on loans would be as follows:    
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund may not:] Make loans, 
    although  the Fund may (i) lend portfolio securities and participate in an 
    interfund  lending  program  with  other Price Funds provided that no such 
    loan may be made if, as a result, the aggregate of such loans would exceed 
    33  1/3%  of  the  value  of  the Fund's total assets; (ii) purchase money 
    market  securities and enter into repurchase agreements; and (iii) acquire 
    publicly-distributed  or  privately-placed  debt  securities  and purchase 
    debt;"                                                                     
                                                                               
33 1/3% RESTRICTION                                                            
                                                                               
    The  Fund's  current  fundamental  policy on lending restricts the Fund to 
lending  no  more  than  30%  of the value of the Fund's total assets. The new 
policy  would  raise  this  amount to 33 1/3% of the value of the Fund's total 
assets. The purpose of this change is to conform the Fund's policy to one that 
is  expected  to become standard for all T. Rowe Price Funds and to permit the 
Fund  to lend its assets to the maximum extent permitted under applicable law. 
The  Board of Directors does not view this change as significantly raising the 
level of risk to which the Fund would be subject.                              
                                                                               
PURCHASE OF DEBT                                                               
                                                                               
    The  Fund's fundamental policy on lending allows the Fund to purchase debt 
securities as an exception to the general limitation on making loans. However, 
the  policy  could be interpreted as not providing a similar exception for the 
purchase  of  straight debt, e.g., a corporate loan held by a bank which might 
not  be  considered a debt security. The amended policy would clarify that the 
purchase of this kind of debt is permissible. Because the purchase of straight 
debt  could  be  viewed  as  a loan by the Fund to the issuer of the debt, the 
Board  of  Directors  has  determined  to clarify this matter by including the 
purchase  of  debt  as  an exception to the Fund's general prohibition against 
making  loans.  The  purchase  of  debt  might  be subject to greater risks of 
illiquidity  and  unavailability  of public information than would be the case 
for  an  investment  in  a publicly held security. The primary purpose of this 
proposal  is to conform the Fund's fundamental policy in this area to one that 
is  expected  to  become  standard  for  all T. Rowe Price Funds. The Board of 
Directors   believes   that   increased   standardization  will  help  promote 
operational  efficiencies  and  facilitate  monitoring  of compliance with the 
Fund's investment restrictions.                                                
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
OTHER CHANGES                                                                  
                                                                               
    Finally,  for  purposes  of  this  restriction, the Fund will consider the 
acquisition  of  a  debt  security to include the execution of a note or other 
evidence  of  an  extension  of  credit  with a term of more than nine months. 
Because such transactions by the Fund could be viewed as a loan by the Fund to 
the  maker  of the note, the Board of Directors has determined to clarify this 
matter  by  including these transactions as an exception to the Fund's general 
prohibition against making loans.                                              
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The  Board  of  Directors  has  proposed  an  amendment to the Fundamental 
Investment  Policies  of  the Fund in order to: (i) increase the amount of its 
assets  which may be subject to its lending policy; (ii) authorize the Fund to 
participate  as  a  lender in an interfund lending program involving the funds 
advised  by  T.  Rowe Price or Rowe Price-Fleming International, Inc. (the "T. 
Rowe  Price  Funds"); and (iii) make certain other clarifying changes. The new 
restriction  would  also  conform the Fund's policy on lending to one which is 
expected  to  become  standard for all T. Rowe Price Funds. The Board believes 
that  standardized  policies  will  assist  the  Fund  and  T.  Rowe  Price in 
monitoring compliance with the various investment restrictions to which the T. 
Rowe  Price  Funds  are subject. The Board has directed that such amendment be 
submitted to shareholders for approval or disapproval.                         
    The  Fund's  current  fundamental policy in the area of making loans is as 
follows:                                                                       
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund may not:] Make loans, 
    although  the Fund may (i) purchase money market securities and enter into 
    repurchase agreements, and (ii) lend portfolio securities provided that no 
    such  loan  may be made if, as a result, the aggregate of such loans would 
    exceed  30%  of  the  value of the Fund's total assets; provided, however, 
    that  the  Fund  may acquire publicly-distributed bonds, debentures, notes 
    and  other  debt  securities  and  may purchase debt securities at private 
    placement  within  the  limits  imposed  on  the acquisition of restricted 
    securities;"                                                               
                                                                               
    As amended, the Fund's fundamental policy on loans would be as follows:    
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund may not:] Make loans, 
    although  the Fund may (i) lend portfolio securities and participate in an 
    interfund  lending  program  with  other Price Funds provided that no such 
    loan may be made if, as a result, the aggregate of such loans would exceed 
    33  1/3%  of  the  value  of  the Fund's total assets; (ii) purchase money 
    market  securities and enter into repurchase agreements; and (iii) acquire 
    publicly-distributed  or  privately-placed  debt  securities  and purchase 
    debt;"                                                                     
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
33 1/3% RESTRICTION                                                            
                                                                               
    The  Fund's  current  fundamental  policy on lending restricts the Fund to 
lending  no  more  than  30%  of the value of the Fund's total assets. The new 
policy  would  raise  this  amount to 33 1/3% of the value of the Fund's total 
assets. The purpose of this change is to conform the Fund's policy to one that 
is  expected  to become standard for all T. Rowe Price Funds and to permit the 
Fund  to lend its assets to the maximum extent permitted under applicable law. 
The  Board of Directors does not view this change as significantly raising the 
level of risk to which the Fund would be subject.                              
                                                                               
INTERFUND LENDING PROGRAM                                                      
                                                                               
    The  proposed  amendments to the Fund's fundamental policy would allow the 
Fund  to  participate in an interfund lending program with other T. Rowe Price 
Funds.  The  nature  of  this program and the risks associated with the Fund's 
participation are set forth under "Borrowing from Other Price Funds" beginning 
on  page 12. Shareholders are being asked to consider, and vote separately, on 
the Fund's participation in the interfund lending program as a borrower and as 
a lender.                                                                      
    The  Directors believe that the interfund lending program: (i) may benefit 
the  Fund  by  providing  it  with  greater  flexibility  to engage in lending 
transactions;  and  (ii)  would facilitate the Fund's ability to earn a higher 
return  on short-term investments by allowing it to lend cash to other T. Rowe 
Price  Funds.  Implementation  of  interfund  lending  would  be  accomplished 
consistent  with  applicable regulatory requirements, including the provisions 
of any order the SEC might issue to the Fund and to other T. Rowe Price Funds. 
The  Fund  has not yet applied for such an order and there is no guarantee any 
such order would be granted, even if applied for.                              
                                                                               
PURCHASE OF DEBT                                                               
                                                                               
    The  Fund's fundamental policy on lending allows the Fund to purchase debt 
securities  as  an  exception  to  the  general  limitations  on making loans. 
However,  there  is  no  similar  exception for the purchase of straight debt, 
e.g.,  a  corporate  loan  held  by  a  bank  for  example  which might not be 
considered  a  debt  security.  The amended policy would allow the purchase of 
this  kind of debt. Because the purchase of straight debt could be viewed as a 
loan  by  the  Fund  to  the  issuer  of  the debt, the Board of Directors has 
determined  to  clarify  this  matter  by including the purchase of debt as an 
exception to the Fund's general prohibition against making loans. The purchase 
of debt might be subject to greater risks of illiquidity and unavailability of 
public information than would be the case for an investment in a publicly held 
security.                                                                      
                                                                               
OTHER MATTERS                                                                  
                                                                               
    For  purposes  of this restriction, the Fund will consider the acquisition 
of  a debt security to include the execution of a note or other evidence of an 
extension  of  credit  with  a  term  of  more  than nine months. Because such 
transactions by the Fund could be viewed as a loan by the Fund to the maker of 
the  note,  the  Board  of  Directors has determined to clarify this matter by 
including these transactions as an exception to the Fund's general prohibition 
against making loans.                                                          
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The  Board  of  Directors  has  proposed  an  amendment to the Fundamental 
Investment  Policies  of  the Fund in order to: (i) increase the amount of its 
assets  which may be subject to its lending policy; (ii) authorize the Fund to 
participate  as  a  lender in an interfund lending program involving the funds 
advised  by  T.  Rowe Price or Rowe Price-Fleming International, Inc. (the "T. 
Rowe  Price  Funds"); and (iii) make certain other clarifying changes. The new 
restriction  would  also  conform the Fund's policy on lending to one which is 
expected  to  become  standard for all T. Rowe Price Funds. The Board believes 
that  standardized  policies  will  assist  the  Fund  and  T.  Rowe  Price in 
monitoring compliance with the various investment restrictions to which the T. 
Rowe  Price  Funds  are subject. The Board has directed that such amendment be 
submitted to shareholders for approval or disapproval.                         
    The  Fund's  current  fundamental policy in the area of making loans is as 
follows:                                                                       
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund may not:] Make loans, 
    although  the Fund may (i) purchase money market securities and enter into 
    repurchase agreements, and (ii) lend portfolio securities provided that no 
    such  loan  may be made if, as a result, the aggregate of such loans would 
    exceed 30% of the value of the Fund's total assets;"                       
                                                                               
    As amended, the Fund's fundamental policy on loans would be as follows:    
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund may not:] Make loans, 
    although  the Fund may (i) lend portfolio securities and participate in an 
    interfund  lending  program  with  other Price Funds provided that no such 
    loan may be made if, as a result, the aggregate of such loans would exceed 
    33  1/3%  of  the  value  of  the Fund's total assets; (ii) purchase money 
    market  securities and enter into repurchase agreements; and (iii) acquire 
    publicly-distributed  or  privately-placed  debt  securities  and purchase 
    debt;"                                                                     
                                                                               
33 1/3% RESTRICTION                                                            
                                                                               
    The  Fund's  current  fundamental  policy on lending restricts the Fund to 
lending  no  more  than  30%  of the value of the Fund's total assets. The new 
policy  would  raise  this  amount to 33 1/3% of the value of the Fund's total 
assets. The purpose of this change is to conform the Fund's policy to one that 
is  expected  to become standard for all T. Rowe Price Funds and to permit the 
Fund  to lend its assets to the maximum extent permitted under applicable law. 
The  Board of Directors does not view this change as significantly raising the 
level of risk to which the Fund would be subject.                              
                                                                               
INTERFUND LENDING PROGRAM                                                      
                                                                               
    The  proposed  amendments to the Fund's fundamental policy would allow the 
Fund  to  participate in an interfund lending program with other T. Rowe Price 
Funds.  The  nature  of  this program and the risks associated with the Fund's 
participation are set forth under "Borrowing from Other Price Funds" beginning 
on  page 12. Shareholders are being asked to consider, and vote separately, on 
the Fund's participation in the interfund lending program as a borrower and as 
a lender.                                                                      
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Directors believe that the interfund lending program: (i) may benefit 
the  Fund  by  providing  it  with  greater  flexibility  to engage in lending 
transactions;  and  (ii)  would facilitate the Fund's ability to earn a higher 
return  on short-term investments by allowing it to lend cash to other T. Rowe 
Price Funds.                                                                   
    Implementation  of interfund lending would be accomplished consistent with 
applicable  regulatory requirements, including the provisions of any order the 
SEC might issue to the Fund and to other T. Rowe Price Funds. The Fund has not 
yet  applied  for such an order and there is no guarantee any such order would 
be granted, even if applied for.                                               
                                                                               
OTHER MATTERS                                                                  
                                                                               
    The    new    policy   would   also   provide   that   the   purchase   of 
publicly-distributed  or  privately-placed  debt  and the purchase of debt are 
exceptions  to  the Fund's general prohibition against making loans. The Fund, 
in  accordance,  with Rule 2a-7, under the 1940 Act, will continue to purchase 
only  money  market  securities.  The  purpose of the proposed amendment is to 
conform  the  Fund's  policy  in  this area to one which is expected to become 
standard for all T. Rowe Price Funds.                                          
    For  purposes  of  the  restriction on lending, the Fund will consider the 
acquisition  of  a  debt  security to include the execution of a note or other 
evidence  of  an  extension  of  credit  with a term of more than nine months. 
Because such transactions by the Fund could be viewed as a loan by the Fund to 
the  maker  of the note, the Board of Directors has determined to clarify this 
matter  by  including these transactions as an exception to the Fund's general 
prohibition against making loans.                                              
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
C.  PROPOSAL   TO  ELIMINATE  THE  FUND'S  FUNDAMENTAL  INVESTMENT  POLICY  ON 
    PURCHASING SECURITIES ON MARGIN                                            
                                                                               
ADJUSTABLE RATE, HIGH YIELD AND SHORT-TERM BOND FUNDS                          
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy on purchasing securities on margin be changed from a fundamental policy 
to   an  operating  policy.  Fundamental  policies  may  be  changed  only  by 
shareholder  vote,  while  operating  policies  may be changed by the Board of 
Directors  without  shareholder  approval.  The  purpose of the proposal is to 
allow  the  Fund  greater  flexibility  in responding to market and regulatory 
developments  by  providing  the Board of Directors with the authority to make 
changes  in  the Fund's policy on margin without further shareholder approval. 
The  new  restriction  would  also  conform the Fund's policy on margin to one 
which  is  expected  to become standard for all T. Rowe Price Funds other than 
money  market funds. The Board believes that standardized policies will assist 
the  Fund  and  T.  Rowe  Price  in  monitoring  compliance  with  the various 
investment  restrictions  to  which  the  T. Rowe Price Funds are subject. The 
Board  has  directed  that  such  amendment  be  submitted to shareholders for 
approval or disapproval.                                                       
    The Fund's current fundamental policy in the area of purchasing securities 
on margin is as follows:                                                       
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    EACH FUND                                                                  
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:]  Purchase 
    securities  on  margin,  except for use of short-term credit necessary for 
    clearance  of  purchases  of portfolio securities; except that it may make 
    margin  deposits  in  connection  with  interest  rate  futures contracts, 
    subject to [its fundamental policy on futures];"                           
                                                                               
    As amended, the Fund's operating policy on purchasing securities on margin 
would be as follows:                                                           
                                                                               
    "[As  a matter of operating policy, the Fund may not:] Purchase securities 
    on margin, except (i) for use of short-term credit necessary for clearance 
    of  purchases of portfolio securities and (ii) it may make margin deposits 
    in connection with futures contracts or other permissible investments;"    
                                                                               
    The  Fund's  current policy and the proposed operating policy prohibit the 
purchase  of  securities  on  margin but allow the Fund to use such short-term 
credit  as is necessary for clearance of purchases of portfolio securities and 
make  margin  deposits in connection with interest rate futures contracts. Set 
forth  elsewhere  in  this  proxy is a proposal to allow the Fund to invest in 
additional  types  of futures contracts, not just interest rate futures as set 
forth  in  the  current  policy.  The  proposed  operating  policy  also would 
acknowledge  that  the Fund is permitted to make margin deposits in connection 
with other investments in addition to futures. Such investments might include, 
but  are  not  limited to, written options where the Fund could be required to 
put  up  margin with a broker as security for the Fund's obligation to deliver 
the  security on which the option is written. The Fund is already permitted to 
write  options  and  a  vote  against  this  proposal  would  not  change this 
authority.                                                                     
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
NEW INCOME FUND                                                                
                                                                               
    The  Board  has  proposed that the Fund's Fundamental Investment Policy on 
purchasing  securities  on  margin  be changed from a fundamental policy to an 
operating  policy.  Fundamental  policies  may  be changed only by shareholder 
vote, while operating policies may be changed by the Board of Trustees without 
shareholder approval. The purpose of the proposal is to allow the Fund greater 
flexibility  in  responding to market and regulatory developments by providing 
the  Board  with  the authority to make changes in the Fund's policy on margin 
without  further  shareholder approval. The new restriction would also conform 
the  Fund's  policy  on margin to one which is expected to become standard for 
all  T. Rowe Price Funds other than the money market funds. The Board believes 
that  standardized  policies  will  assist  the  Fund  and  T.  Rowe  Price in 
monitoring compliance with the various investment restrictions to which the T. 
Rowe  Price  Funds  are subject. The Board has directed that such amendment be 
submitted to shareholders for approval or disapproval.                         
    The Fund's current fundamental policy in the area of purchasing securities 
on margin is as follows:                                                       
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:]  Purchase 
    securities  on margin, but the Fund may make margin deposits in connection 
    with  interest  rate futures contracts, subject to [its fundamental policy 
    on futures];"                                                              
                                                                               
    As amended, the Fund's operating policy on purchasing securities on margin 
would be as follows:                                                           
                                                                               
    "[As  a matter of operating policy, the Fund may not:] Purchase securities 
    on margin, except (i) for use of short-term credit necessary for clearance 
    of  purchases of portfolio securities and (ii) it may make margin deposits 
    in connection with futures contracts or other permissible investments;"    
                                                                               
    The  Fund's  current policy and the proposed operating policy prohibit the 
purchase of securities on margin but allow the Fund to make margin deposits in 
connection  with  interest rate futures contracts. Set forth elsewhere in this 
proxy is a proposal to allow the Fund to invest in additional types of futures 
contracts,  not just interest rate futures as set forth in the current policy. 
The  proposed  operating  policy  also  would  acknowledge  that  the  Fund is 
permitted  to  make  margin  deposits  in connection with other investments in 
addition  to  futures. Such investments might include, but are not limited to, 
written  options  where  the  Fund  could  be required to put up margin with a 
broker  as security for the Fund's obligation to deliver the security on which 
the  option  is  written. The Fund is already permitted to write options and a 
vote  against  this proposal would not change this authority. In addition, the 
proposed operating policy also would acknowledge that the Fund is permitted to 
use  such  short-term  credit  as  is  necessary for clearance of purchases of 
portfolio securities as is permitted by Section 12(a)(1) of the 1940 Act which 
sets  forth  the  general restriction on mutual funds purchasing securities on 
margin.                                                                        
    The Board recommends that shareholders vote FOR the proposal.              
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy on purchasing securities on margin be changed from a fundamental policy 
to   an  operating  policy.  Fundamental  policies  may  be  changed  only  by 
shareholder  vote,  while  operating  policies  may be changed by the Board of 
Directors  without shareholder approval. The only effect of the proposal would 
be  to  change the Fund's fundamental policy on margin to an operating policy. 
The  Fund  is prohibited from purchasing securities on margin by the 1940 Act. 
The  Board  has  directed that such amendment be submitted to shareholders for 
approval or disapproval.                                                       
    The Fund's current fundamental policy in the area of purchasing securities 
on margin is as follows:                                                       
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:]  Purchase 
    securities  on  margin,  except for use of short-term credit necessary for 
    clearance of purchases of portfolio securities;"                           
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    As amended, the Fund's operating policy on purchasing securities on margin 
would be as follows:                                                           
                                                                               
    "[As  a matter of operating policy, the Fund may not:] Purchase securities 
    on  margin, except for use of short-term credit necessary for clearance of 
    purchases of portfolio securities;"                                        
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
D.  PROPOSAL  TO  AMEND  THE FUND'S FUNDAMENTAL INVESTMENT POLICIES CONCERNING 
    REAL ESTATE                                                                
                                                                               
ADJUSTABLE RATE AND NEW INCOME FUNDS                                           
                                                                               
    The  Board  of  Directors  has  proposed  an  amendment to the Fundamental 
Investment  Policies  of  the Fund to conform the Fund's fundamental policy on 
investing  in  real estate to a policy that is expected to become standard for 
all  T.  Rowe  Price Funds. The Board believes that standardized policies will 
assist  the  Fund  and T. Rowe Price in monitoring compliance with the various 
investment  restrictions  to  which  the  T. Rowe Price Funds are subject. The 
proposed  amendment  is  not  expected to affect the investment program of the 
Fund  or  instruments  in  which  the  Fund invests. Although not specifically 
referred  to  in  the new restriction, the Fund will not purchase or sell real 
estate  limited  partnerships.  The  Board has directed that such amendment be 
submitted to shareholders for approval or disapproval.                         
    The  Fund's  current  fundamental  policy in the area of investing in real 
estate is as follows:                                                          
                                                                               
    EACH FUND                                                                  
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Purchase or sell 
    real  estate or real estate limited partnerships (although it may purchase 
    money  market  securities  secured by real estate or interests therein, or 
    issued by companies which invest in real estate or interests therein);"    
                                                                               
    As  amended,  the  Fund's  fundamental  policy on investing in real estate 
would be as follows:                                                           
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Purchase or sell 
    real  estate  unless  acquired  as  a result of ownership of securities or 
    other  instruments  (but this shall not prevent the Fund from investing in 
    securities  or  other  instruments  backed by real estate or securities of 
    companies engaged in the real estate business);"                           
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
HIGH YIELD, PRIME RESERVE AND SHORT-TERM BOND FUNDS                            
                                                                               
    The  Board  of  Directors  has  proposed  an  amendment to the Fundamental 
Investment  Policies  of  the Fund to conform the Fund's fundamental policy on 
investing  in  real estate to a policy that is expected to become standard for 
all  T.  Rowe  Price Funds. The Board believes that standardized policies will 
assist  the  Fund  and T. Rowe Price in monitoring compliance with the various 
investment  restrictions  to  which  the  T. Rowe Price Funds are subject. The 
proposed  amendment  is  not  expected to affect the investment program of the 
Fund  or  instruments  in  which the Fund invests. The Board has directed that 
such amendments be submitted to shareholders for approval or disapproval.      
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Fund's  current  fundamental  policy in the area of investing in real 
estate is as follows:                                                          
                                                                               
    EACH FUND                                                                  
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Purchase or sell 
    real  estate  (although it may purchase money market securities secured by 
    real  estate  or interests therein, or issued by companies which invest in 
    real estate or interests therein);"                                        
                                                                               
    As  amended,  the  Fund's  fundamental  policy on investing in real estate 
would be as follows:                                                           
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Purchase or sell 
    real  estate  unless  acquired  as  a result of ownership of securities or 
    other  instruments  (but this shall not prevent the Fund from investing in 
    securities  or  other  instruments  backed by real estate or securities of 
    companies engaged in the real estate business);"                           
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
E.  PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON THE ISSUANCE 
    OF SENIOR SECURITIES                                                       
                                                                               
    The  Fund's  Board  of  Directors  has proposed an amendment to the Fund's 
Fundamental  Investment  Policy on issuing senior securities which would allow 
the  Fund  to  issue  senior securities to the extent permitted under the 1940 
Act.  The  new  policy,  if  adopted,  would  provide  the  Fund  with greater 
flexibility in pursuing its investment objective and program and would conform 
the Fund's policy in this area to one which is expected to become standard for 
all  T.  Rowe  Price Funds. The Board believes that standardized policies will 
assist  the  Fund  and T. Rowe Price in monitoring compliance with the various 
investment  restrictions  to  which  the  T. Rowe Price Funds are subject. The 
Board  has  directed  that  such  amendment  be  submitted to shareholders for 
approval or disapproval.                                                       
    The  Fund's  current  fundamental  policy  in  the  area of issuing senior 
securities is as follows:                                                      
                                                                               
    EACH FUND                                                                  
                                                                               
    "[As a matter of fundamental policy, the Fund may not:] Issue any class of 
    securities senior to any other class of securities;"                       
                                                                               
    As  amended,  the  Fund's  fundamental policy on issuing senior securities 
would be as follows:                                                           
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Issue senior 
    securities except in compliance with the Investment Company Act of 1940;"  
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  1940 Act limits a Fund's ability to issue senior securities or engage 
in  investment  techniques  which could be deemed to create a senior security. 
Although  the definition of a "senior security" involves complex statutory and 
regulatory  concepts,  a senior security is generally thought of as a class of 
security  preferred  over shares of the Fund with respect to the Fund's assets 
or  earnings.  It generally does not include temporary or emergency borrowings 
by  the  Fund  (which  might occur to meet shareholder redemption requests) in 
accordance  with  federal  law  and the Fund's investment limitations. Various 
investment  techniques  that  obligate  the Fund to pay money at a future date 
(e.g., the purchase of securities for settlement on a date that is longer than 
required under normal settlement practices) occasionally raise questions as to 
whether a "senior security" is created. The Fund utilizes such techniques only 
in  accordance  with  applicable  regulatory  requirements under the 1940 Act. 
Although  the  Fund has no current intention of issuing senior securities, the 
proposed  change  will clarify the Fund's authority to issue senior securities 
in accordance with the 1940 Act without the need to seek shareholder approval. 
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
F.  PROPOSAL  TO  AMEND  THE  FUND'S FUNDAMENTAL INVESTMENT POLICY ON INDUSTRY 
    CONCENTRATION                                                              
                                                                               
ADJUSTABLE RATE FUND                                                           
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy  on  industry  concentration be amended to conform the Fund's policy in 
this area to one which is expected to become a standard policy for most of the 
T. Rowe Price Funds. The Board believes that standardized policies will assist 
the  Fund  and  T.  Rowe  Price  in  monitoring  compliance  with  the various 
investment  restrictions  to  which  the  T. Rowe Price Funds are subject. The 
Board  has  directed  that  such  amendments  be submitted to shareholders for 
approval or disapproval.                                                       
    The   Fund's   current   fundamental   policy  in  the  area  of  industry 
concentration is as follows:                                                   
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any issuer (other than obligations issued or guaranteed by 
    the  U.S.  Government, its agencies or instrumentalities) if, as a result, 
    more than 25% of the value of the Fund's total assets would be invested in 
    the  securities  of  issuers having their principal business activities in 
    the same industry;"                                                        
                                                                               
    As  amended, the Fund's fundamental policy on industry concentration would 
be as follows:                                                                 
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any  issuer if, as a result, more than 25% of the value of 
    the  Fund's  total  assets  would be invested in the securities of issuers 
    having their principal business activities in the same industry;"          
                                                                               
    The amended policy does not include any reference to obligations issued or 
guaranteed  by  the  U.S.  government,  its  agencies  or instrumentalities as 
exceptions  to the general prohibition against industry concentration. This is 
because  governments  are  not  industries  (a position confirmed by the SEC). 
Therefore,  there is no need to make specific reference to these securities in 
the policy.                                                                    
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The  Board  of  Directors  has  proposed  amendments  to  the  Fundamental 
Investment  Policy  of the Fund on industry concentration. The first amendment 
would change the limit of the Fund's total assets which may be invested in the 
securities  of  issuers  in the same industry from "25% or more" to "more than 
25%."  This  is  merely  a  technical  change.  The other amendment would make 
specific reference to bank certificates of deposit and bankers' acceptances in 
the  concentration  policy.  The  Board  has  directed that such amendments be 
submitted to shareholders for approval or disapproval.                         
    The   Fund's   current   fundamental   policy  in  the  area  of  industry 
concentration is as follows:                                                   
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any issuer (other than obligations issued or guaranteed by 
    the  U.S.  Government, its agencies or instrumentalities) if, as a result, 
    25%  or  more of the value of the Fund's total assets would be invested in 
    the  securities  of  issuers having their principal business activities in 
    the  same  industry;  provided,  however,  that  the  Fund  will  normally 
    concentrate  25%  or  more  of its assets in the securities of the banking 
    industry  when  the Fund's position in issues maturing in one year or less 
    equals 35% or more of the Fund's total assets;"                            
                                                                               
    As  amended, the Fund's fundamental policy on industry concentration would 
be as follows:                                                                 
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any  issuer if, as a result, more than 25% of the value of 
    the  Fund's  total  assets  would be invested in the securities of issuers 
    having their principal business activities in the same industry; provided, 
    however,  that  the  Fund  will normally invest more than 25% of its total 
    assets  in  the  securities  of  the  banking  industry including, but not 
    limited  to,  bank  certificates of deposit and bankers' acceptances, when 
    the  Fund's  position in issues maturing in one year or less equals 35% or 
    more of the Fund's total assets;"                                          
                                                                               
    The amended policy does not include any reference to obligations issued or 
guaranteed  by  the  U.S.  government,  its  agencies  or instrumentalities as 
exceptions  to the general prohibition against industry concentration. This is 
because  governments  are  not  industries  (a position confirmed by the SEC). 
Therefore,  there is no need to make specific reference to these securities in 
the policy.                                                                    
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
NEW INCOME FUND                                                                
                                                                               
    The  Board  of  Directors  has  proposed  amendments  to  the  Fundamental 
Investment  Policy  of the Fund on industry concentration. The first amendment 
would change the limit of the Fund's total assets which may be invested in the 
securities  of  issuers  in the same industry from "25% or more" to "more than 
25%."  This is merely a technical change. The other amendment would expand the 
types  of  banking  instruments  to  which the policy does not apply from bank 
certificates  of  deposit to securities of the banking industry, including but 
not  limited  to,  certificates of deposit and bankers' acceptances. The Board 
has directed that such amendments be submitted to shareholders for approval or 
disapproval.                                                                   
    The   Fund's   current   fundamental   policy  in  the  area  of  industry 
concentration is as follows:                                                   
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may not:] Purchase a 
    security  if,  as  a  result, 25% or more of the value of the Fund's total 
    assets  would  be  invested  in  the  securities  of  issuers having their 
    principal  activities  in  the  same industry; provided, however, that the 
    Fund  will invest 25% or more of its assets, but not more than 50%, in any 
    one  of  the  gas  utility,  gas  transmission  utility, electric utility, 
    telephone  utility,  and petroleum industries under certain circumstances, 
    but this limitation does not apply to bank certificates of deposit;"       
                                                                               
    As  amended, the Fund's fundamental policy on industry concentration would 
be as follows:                                                                 
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any  issuer if, as a result, more than 25% of the value of 
    the  Fund's  total  assets  would be invested in the securities of issuers 
    having their principal business activities in the same industry; provided, 
    however,  that the Fund will invest more than 25% of its total assets, but 
    not  more  than  50%,  in  any  one  of  the gas utility, gas transmission 
    utility,  electric  utility,  telephone  utility, and petroleum industries 
    under  certain  circumstances,  and  further provided that this limitation 
    does  not  apply  to securities of the banking industry including, but not 
    limited to, certificates of deposit and bankers' acceptances;"             
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The  Board  of  Directors  has  proposed  amendments  to  the  Fundamental 
Investment  Policy  of the Fund on industry concentration. The first amendment 
would change the limit of the Fund's total assets which may be invested in the 
securities  of  issuers  in the same industry from "25% or more" to "more than 
25%."  This is merely a technical change. The other amendment would expand the 
types  of  banking  instruments  to  which the policy does not apply from bank 
certificates  of deposit and bankers' acceptances to securities of the banking 
industry,  including  but not limited to, certificates of deposit and bankers' 
acceptances.  The  Board  has  directed  that  such amendments be submitted to 
shareholders for approval or disapproval.                                      
    The   Fund's   current   fundamental   policy  in  the  area  of  industry 
concentration is as follows:                                                   
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of any issuer if, as a result, 25% or more of the value of the 
    Fund's  total assets would be invested in the securities of issuers having 
    their  principal  business  activities  in  the  same industry (other than 
    obligations  issued  or guaranteed by the U.S. Government, its agencies or 
    instrumentalities);  this  limitation  does  not  apply to certificates of 
    deposit, or bankers' acceptances;"                                         
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    As  amended, the Fund's fundamental policy on industry concentration would 
be as follows:                                                                 
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any  issuer if, as a result, more than 25% of the value of 
    the  Fund's  total  assets  would be invested in the securities of issuers 
    having their principal business activities in the same industry; provided, 
    however,  that this limitation does not apply to securities of the banking 
    industry  including,  but  not  limited  to,  certificates  of deposit and 
    bankers' acceptances;"                                                     
                                                                               
    The amended policy does not include any reference to obligations issued or 
guaranteed  by  the  U.S.  government,  its  agencies  or instrumentalities as 
exceptions  to the general prohibition against industry concentration. This is 
because  governments  are  not  industries  (a position confirmed by the SEC). 
Therefore,  there is no need to make specific reference to these securities in 
the policy.                                                                    
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
SHORT-TERM BOND FUND                                                           
                                                                               
    The  Board  of  Directors  has  proposed  amendments  to  the  Fundamental 
Investment  Policy  of the Fund on industry concentration. The first amendment 
would change the limit of the Fund's total assets which may be invested in the 
securities  of  issuers  in the same industry from "25% or more" to "more than 
25%."  This  is  merely  a  technical  change.  The other amendment would make 
specific reference to bank certificates of deposit and bankers' acceptances in 
the  concentration  policy.  The  Board  has  directed that such amendments be 
submitted to shareholders for approval or disapproval.                         
    The   Fund's   current   fundamental   policy  in  the  area  of  industry 
concentration is as follows:                                                   
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any issuer (other than obligations issued or guaranteed by 
    the  U.S.  Government, its agencies or instrumentalities) if, as a result, 
    25%  or  more of the value of the Fund's total assets would be invested in 
    the  securities  of  issuers having their principal business activities in 
    the  same  industry;  provided,  however,  that  the  Fund  will  normally 
    concentrate  25%  or  more  of its assets in the securities of the banking 
    industry  when  the Fund's position in issues maturing in one year or less 
    equals 35% or more of the Fund's total assets; provided, further, that the 
    Fund  will invest 25% or more of its assets, but not more than 50%, in any 
    one  of  the  gas  utility,  gas  transmission  utility, electric utility, 
    telephone utility, and petroleum industries under certain circumstances;"  
                                                                               
    As  amended, the Fund's fundamental policy on industry concentration would 
be as follows:                                                                 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any  issuer if, as a result, more than 25% of the value of 
    the  Fund's  total  assets  would be invested in the securities of issuers 
    having their principal business activities in the same industry; provided, 
    however,  that  the  Fund  will normally invest more than 25% of its total 
    assets  in  the  securities  of  the  banking  industry including, but not 
    limited to, bank certificates of deposit and bankers' acceptances when the 
    Fund's  position in issues maturing in one year or less equals 35% or more 
    of  the  Fund's total assets; provided, further, that the Fund will invest 
    more  than  25%  of its total assets, but not more than 50%, in any one of 
    the  gas  utility,  gas  transmission utility, electric utility, telephone 
    utility, and petroleum industries under certain circumstances;"            
                                                                               
    The amended policy does not include any reference to obligations issued or 
guaranteed  by  the  U.S.  government,  its  agencies  or instrumentalities as 
exceptions  to the general prohibition against industry concentration. This is 
because  governments  are  not  industries  (a position confirmed by the SEC). 
Therefore,  there is no need to make specific reference to these securities in 
the policy.                                                                    
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
HIGH YIELD, NEW INCOME, PRIME RESERVE AND SHORT-TERM BOND FUNDS                
                                                                               
G.  PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON PLEDGING 
    ITS ASSETS                                                                 
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy  on  pledging  its  assets be eliminated and replaced with an operating 
policy.  Fundamental  policies  may  be  changed  by  shareholder  vote, while 
operating  policies  may  be changed by vote of the Board of Directors without 
shareholder  approval.  Applicable law does not require the current percentage 
limitation  set  forth  in  the  policy and does not require such policy to be 
fundamental.  The  new  operating  policy  would  allow the Fund to pledge, in 
connection  with  Fund  indebtedness, 33 1/3% of its total assets (an increase 
from  the  current  restriction)  and  allow  the  Fund  to  pledge  assets in 
connection with permissible investments. The Board of Directors believes it is 
advisable  to  provide  the  Fund  with  greater  flexibility  in pursuing its 
investment  objective  and  program  and  responding  to regulatory and market 
developments.  The  new  restriction  would  also conform the Fund's policy on 
pledging  its  assets  to  one which is expected to become standard for all T. 
Rowe  Price  mutual  funds. The Board believes that standardized policies will 
assist  the  Fund  and T. Rowe Price in monitoring compliance with the various 
investment  restrictions  to which the T. Rowe Price mutual funds are subject. 
The  Board  has  directed that such proposals be submitted to shareholders for 
approval or disapproval.                                                       
    The  Fund's  current fundamental policy in the area of pledging its assets 
is as follows:                                                                 
                                                                               
    "[As  a matter of fundamental policy, the Fund may not:] Mortgage, pledge, 
    hypothecate or, in any other manner, transfer as security for indebtedness 
    any  security  owned  by  the  Fund,  except  (i)  as  may be necessary in 
    connection  with  permissible  borrowings, in which event such mortgaging, 
    pledging, or hypothecating may not exceed 15% of the Fund's assets, valued 
    at  cost;  provided,  however, that as a matter of operating policy, which 
    may  be changed without shareholder approval, the Fund will limit any such 
    mortgaging, pledging, or hypothecating to 10% of its net assets, valued at 
    market, in order to comply with certain state investment restrictions; and 
    (ii) it may enter into interest rate futures contracts;"                   
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  operating  policy  on  pledging of assets, to be adopted by the Fund, 
would be as follows:                                                           
                                                                               
    "[As  a  matter  of operating policy, the Fund may not:] Mortgage, pledge, 
    hypothecate  or, in any manner, transfer any security owned by the Fund as 
    security  for  indebtedness  except as may be necessary in connection with 
    permissible  borrowings  or investments and then such mortgaging, pledging 
    or  hypothecating may not exceed 33 1/3% of the Fund's total assets at the 
    time of the borrowing or investment;"                                      
                                                                               
    The  operating  policy would allow the Fund to pledge 33 1/3% of its total 
assets  instead  of  the  current  15%  as set forth in the Fund's fundamental 
policy  and (10% as set forth in the Fund's current operating policy). The new 
policy, in addition to allowing pledging in connection with indebtedness would 
clarify the Fund's ability to pledge its assets in connection with permissible 
investments.  Such  pledging could arise, for example, when the Fund purchases 
certain types of securities on a when-issued or forward basis. As an operating 
policy, the Board of Directors could modify the proposed policy on pledging in 
the future as the need arose, without seeking further shareholder approval.    
    Pledging  assets to other parties is not without risk. Because assets that 
have  been  pledged to other parties may not be readily available to the Fund, 
the  Fund  may  have  less  flexibility  in liquidating such assets if needed. 
Therefore, the new policy, by allowing the Fund to pledge a greater portion of 
its  assets,  could,  to  a greater extent than the current policy, impair the 
Fund's ability to meet current obligations, or impede portfolio management. On 
the  other  hand, these potential risks should be considered together with the 
potential  benefits, such as increased flexibility to borrow and the increased 
ability of the Fund to pursue its investment program.                          
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
NEW INCOME AND SHORT-TERM BOND FUNDS                                           
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy  on  pledging  its  assets be eliminated and replaced with an operating 
policy.  Fundamental  policies  may  be  changed  by  shareholder  vote, while 
operating  policies  may  be changed by vote of the Board of Directors without 
shareholder  approval.  Applicable law does not require the current percentage 
limitation  set  forth  in  the  policy and does not require such policy to be 
fundamental.  The  new  operating  policy  would  allow the Fund to pledge, in 
connection  with  Fund  indebtedness,  33  1/3%  of its total assets (a slight 
increase  from the current restriction) and allow the Fund to pledge assets in 
connection with permissible investments. The Board of Directors believes it is 
advisable  to  provide  the  Fund  with  greater  flexibility  in pursuing its 
investment  objective  and  program  and  responding  to regulatory and market 
developments.  The  new  restriction  would  also conform the Fund's policy on 
pledging  its  assets  to  one which is expected to become standard for all T. 
Rowe  Price  mutual  funds. The Board believes that standardized policies will 
assist  the  Fund  and T. Rowe Price in monitoring compliance with the various 
investment  restrictions  to which the T. Rowe Price mutual funds are subject. 
The  Board  has  directed that such proposals be submitted to shareholders for 
approval or disapproval.                                                       
    The  Fund's  current fundamental policy in the area of pledging its assets 
is as follows:                                                                 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    EACH FUND                                                                  
                                                                               
    "[As  a matter of fundamental policy, the Fund may not:] Mortgage, pledge, 
    hypothecate  or, in any manner, transfer any security owned by the Fund as 
    security  for  indebtedness  except as may be necessary in connection with 
    permissible borrowings and then such mortgaging, pledging or hypothecating 
    may not exceed 30% of the Fund's total assets valued at market at the time 
    of the borrowing;"                                                         
                                                                               
    The  operating  policy  on  pledging of assets, to be adopted by the Fund, 
would be as follows:                                                           
                                                                               
    "[As  a  matter  of operating policy, the Fund may not:] Mortgage, pledge, 
    hypothecate  or, in any manner, transfer any security owned by the Fund as 
    security  for  indebtedness  except as may be necessary in connection with 
    permissible  borrowings  or investments and then such mortgaging, pledging 
    or  hypothecating may not exceed 33 1/3% of the Fund's total assets at the 
    time of the borrowing or investment;"                                      
                                                                               
    The  operating  policy would allow the Fund to pledge 33 1/3% of its total 
assets  instead  of  the  current 30%. The new policy, in addition to allowing 
pledging  in  connection with indebtedness would clarify the Fund's ability to 
pledge  its  assets  in connection with permissible investments. Such pledging 
could  arise, for example, when the Fund purchases certain types of securities 
on  a  when-issued  or  forward  basis.  As  an operating policy, the Board of 
Directors  could  modify  the proposed policy on pledging in the future as the 
need arose, without seeking further shareholder approval.                      
    Pledging  assets to other parties is not without risk. Because assets that 
have  been  pledged to other parties may not be readily available to the Fund, 
the  Fund  may  have  less  flexibility  in liquidating such assets if needed. 
Therefore, the new policy, by allowing the Fund to pledge a greater portion of 
its  assets,  could,  to  a greater extent than the current policy, impair the 
Fund's ability to meet current obligations, or impede portfolio management. On 
the  other  hand, these potential risks should be considered together with the 
potential  benefits, such as increased flexibility to borrow and the increased 
ability of the Fund to pursue its investment program.                          
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy  on  pledging  its  assets be eliminated and replaced with an operating 
policy.  Fundamental  policies  may  be  changed  by  shareholder  vote, while 
operating  policies  may  be changed by vote of the Board of Directors without 
shareholder  approval.  Applicable law does not require the current percentage 
limitation  set  forth  in  the  policy and does not require such policy to be 
fundamental.  The  new  operating  policy  would  allow the Fund to pledge, in 
connection  with  Fund  indebtedness, 33 1/3% of its total assets (an increase 
from  the  current  restriction)  and  allow  the  Fund  to  pledge  assets in 
connection  with permissible investments. The Fund has no current intention of 
pledging  its  assets.  The  purpose  of the proposal is to conform the Fund's 
policy  on pledging its assets to one which is expected to become standard for 
all  T.  Rowe  Price Funds. The Board believes that standardized policies will 
assist  the  Fund  and T. Rowe Price in monitoring compliance with the various 
investment  restrictions  to  which  the  T. Rowe Price Funds are subject. The 
Board  has  directed  that  such  proposals  be  submitted to shareholders for 
approval or disapproval.                                                       
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Fund's  current fundamental policy in the area of pledging its assets 
is as follows:                                                                 
                                                                               
    "[As  a matter of fundamental policy, the Fund may not:] Mortgage, pledge, 
    hypothecate or, in any other manner, transfer as security for indebtedness 
    any  security  owned by the Fund, except as may be necessary in connection 
    with  permissible borrowings, in which event such mortgaging, pledging, or 
    hypothecating  may  not  exceed  15% of the Fund's assets, valued at cost; 
    provided,  however,  that  as  a  matter of operating policy, which may be 
    changed  without  shareholder  approval,  the  Fund  will  limit  any such 
    mortgaging, pledging, or hypothecating to 10% of its net assets, valued at 
    market, in order to comply with certain state investment restrictions;"    
                                                                               
    The  operating  policy  on  pledging of assets, to be adopted by the Fund, 
would be as follows:                                                           
                                                                               
    "[As  a  matter  of operating policy, the Fund may not:] Mortgage, pledge, 
    hypothecate  or, in any manner, transfer any security owned by the Fund as 
    security  for  indebtedness  except as may be necessary in connection with 
    permissible  borrowings  or investments and then such mortgaging, pledging 
    or  hypothecating may not exceed 33 1/3% of the Fund's total assets at the 
    time of the borrowing or investment;"                                      
                                                                               
    The  operating  policy would allow the Fund to pledge 33 1/3% of its total 
assets  instead  of  the  current  15%  as set forth in the Fund's fundamental 
policy  and (10% as set forth in the Fund's current operating policy). The new 
policy, in addition to allowing pledging in connection with indebtedness would 
clarify the Fund's ability to pledge its assets in connection with permissible 
investments.  It  is not currently contemplated that the Fund would pledge its 
assets under any circumstances. As an operating policy, the Board of Directors 
could  modify the proposed policy on pledging in the future as the need arose, 
without seeking further shareholder approval.                                  
    Pledging  assets to other parties is not without risk. Because assets that 
have  been  pledged to other parties may not be readily available to the Fund, 
the  Fund  may  have  less  flexibility  in liquidating such assets if needed. 
Therefore, the new policy, by allowing the Fund to pledge a greater portion of 
its  assets,  could,  to  a greater extent than the current policy, impair the 
Fund's ability to meet current obligations, or impede portfolio management. On 
the  other  hand, these potential risks should be considered together with the 
potential  benefits, such as increased flexibility to borrow and the increased 
ability of the Fund to pursue its investment program.                          
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
ADJUSTABLE RATE, HIGH YIELD, NEW INCOME AND SHORT-TERM BOND FUNDS              
                                                                               
H.  PROPOSAL  TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICIES ON INVESTING 
    IN  COMMODITIES  AND  FUTURES  CONTRACTS TO PROVIDE GREATER FLEXIBILITY IN 
    FUTURES TRADING                                                            
                                                                               
ADJUSTABLE RATE, NEW INCOME AND SHORT-TERM BOND FUNDS                          
                                                                               
    The  Board  of Directors has proposed amendments to the Fund's Fundamental 
Investment  Policies  on commodities and futures. The principal purpose of the 
proposals  is  to  conform the Fund's policies on commodities and futures with 
policies  which  are  expected  to become standard for all T. Rowe Price Funds 
(other  than  the  money  market  funds). The Board believes that standardized 
policies  will assist the Fund and T. Rowe Price in monitoring compliance with 
the  various  investment  restrictions  to  which  the T. Rowe Price Funds are 
subject.  The  Board  has  directed  that  such  amendments  be  submitted  to 
shareholders for approval or disapproval.                                      
    The  Fund's  current  fundamental  policies  in  the  area of investing in 
commodities and futures are as follows:                                        
                                                                               
    COMMODITIES                                                                
                                                                               
    ADJUSTABLE RATE AND NEW INCOME FUNDS                                       
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Purchase or sell 
    commodities  or  commodity  contracts;  except  that it may (i) enter into 
    financial  futures  contracts  and options on financial futures contracts; 
    (ii)  invest  in or commit its assets to forward foreign currency exchange 
    contracts  (although  the  Fund  does  not  consider  such contracts to be 
    commodities);  and (iii) purchase or sell financial instruments which have 
    the characteristics of both futures contracts and securities;"             
                                                                               
    SHORT-TERM BOND FUND                                                       
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Purchase or sell 
    commodities  or  commodity  contracts;  except  that it may (i) enter into 
    futures  contracts  and  options  on  futures contracts; (ii) invest in or 
    commit its assets to forward foreign currency exchange contracts (although 
    the  Fund  does  not consider such contracts to be commodities); and (iii) 
    purchase  or  sell  instruments  which  have  the  characteristics of both 
    futures contracts and securities;"                                         
                                                                               
    FUTURES CONTRACTS                                                          
                                                                               
    EACH FUND                                                                  
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Enter into a 
    futures  contract  or  options  thereon,  although the Fund may enter into 
    financial  and  currency  futures  contracts  or  options on financial and 
    currency futures contracts;"                                               
                                                                               
    As  amended,  the  Fund's fundamental policies on investing in futures and 
commodities would be combined and would be as follows:                         
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Purchase or sell 
    physical  commodities; except that it may enter into futures contracts and 
    options thereon;"                                                          
                                                                               
    In  addition,  the  Board  of  Directors  intends  to  adopt the following 
operating  policy,  which  may  be  changed  by the Board of Directors without 
further shareholder approval.                                                  
                                                                               
    "[As  a matter of operating policy, the Fund will not:] Purchase a futures 
    contract  or an option thereon if, with respect to positions in futures or 
    options on futures which do not represent bona fide hedging, the aggregate 
    initial  margin and premiums on such options would exceed 5% of the Fund's 
    net asset value (the "New Operating Policy");"                             
                                                                               
    If  adopted,  the  primary  effect of the amendment would be to remove the 
restriction  in  the  current  policies  that  the  Fund  may  only enter into 
financial  and  currency  futures.  Although not specifically described in the 
amended  fundamental  restriction, the Fund would continue to have the ability 
to  enter into forward foreign currency contracts and to invest in instruments 
which  have  the  characteristics  of futures and securities or whose value is 
determined, in whole or in part, by reference to commodity prices.             
    As  noted,  the  principal  purpose  of seeking the proposed change in the 
Fund's  fundamental  policies  is  to  conform such policies to ones which are 
expected  to become standard for all T. Rowe Price Funds (other than the money 
market funds). The Board of Directors believes that standardized policies will 
assist  the  Fund  and T. Rowe Price in monitoring compliance with the various 
investment restrictions to which the T. Rowe Price Funds are subject. However, 
the  new  policy,  if  adopted, would allow the Fund to enter into any type of 
futures  contract provided the futures contract was consistent with the Fund's 
investment objective and program. The risks of any such futures activity could 
differ from the risks of the Fund's currently permitted futures activity.      
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The  Board  of  Directors  has  proposed  amendments  to  the  Fundamental 
Investment  Policies  of the Fund to provide the Fund with greater flexibility 
in  buying and selling futures contracts. The provisions of the Fund's current 
fundamental  investment  policies  in this area are not required by applicable 
law  and  the  Directors believe the Fund's investment manager, T. Rowe Price, 
should  have  greater  flexibility  to enter into futures contracts consistent 
with  the Fund's investment objective and program and as market and regulatory 
developments  require  and  permit  without  the  necessity of seeking further 
shareholder approval. The new restriction would also conform the Fund's policy 
on commodities and futures to one which is expected to become standard for all 
T.  Rowe  Price  Funds (other than the money market funds). The Board believes 
that  standardized  policies  will  assist  the  Fund  and  T.  Rowe  Price in 
monitoring compliance with the various investment restrictions to which the T. 
Rowe  Price  Funds are subject. The Board has directed that such amendments be 
submitted to shareholders for approval or disapproval.                         
    The  Fund's  current  fundamental  policies  in  the  area of investing in 
commodities and futures are as follows:                                        
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    COMMODITIES                                                                
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Purchase or sell 
    commodities or commodity contracts; except that it may enter into interest 
    rate futures contracts, subject to [its fundamental policy on futures];"   
                                                                               
    FUTURES CONTRACTS                                                          
                                                                               
    "[As a matter of fundamental policy, the Fund may not:] Enter into futures 
    contracts  or options thereon if, as a result thereof, more than 5% of the 
    Fund's  total  assets  (taken at market value at the time of entering into 
    the  contract)  would  be committed to initial margin and premiums on such 
    contracts  or  options  thereon, provided, however, that in the case of an 
    option  that  is  in-the-money  at  the time of purchase, the in-the-money 
    amount,  as  defined  in  certain  CFTC  regulations,  may  be excluded in 
    computing such 5%;"                                                        
                                                                               
    As  amended,  the  Fund's fundamental policies on investing in commodities 
and futures would be combined and would be as follows:                         
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Purchase or sell 
    physical  commodities; except that it may enter into futures contracts and 
    options thereon;"                                                          
                                                                               
    In  addition,  the  Board  of  Directors  intends  to  adopt the following 
operating  policy,  which  may  be  changed  by the Board of Directors without 
further shareholder approval.                                                  
                                                                               
    "[As  a matter of operating policy, the Fund will not:] Purchase a futures 
    contract  or an option thereon if, with respect to positions in futures or 
    options on futures which do not represent bona fide hedging, the aggregate 
    initial  margin and premiums on such options would exceed 5% of the Fund's 
    net asset value (the "New Operating Policy");"                             
                                                                               
    If approved, the primary effects of the amendments would be to replace the 
restriction  that  the Fund may not commit more than 5% of its total assets to 
initial   margin  on  futures  contracts  or  premiums  on  options  (the  "5% 
Limitation")   with  the  New  Operating  Policy.  Although  not  specifically 
described  in  the  existing  or the amended fundamental restriction, the Fund 
would  continue  to  have  the  ability to enter into forward foreign currency 
contracts  and could also invest in instruments which have the characteristics 
of  futures  and securities or whose value is determined, in whole or in part, 
by reference to commodity prices. The new policy would also permit the Fund to 
enter  into  any  type  of  futures  contract, not just those described in its 
current  prospectus  provided  such  contracts were consistent with the Fund's 
investment  objective and program. The risks of such futures could differ from 
the risks of the Fund's currently permitted futures activity.                  
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
THE 5% LIMITATION                                                              
                                                                               
    The  5%  Limitation  was  previously  required  by  rules of the Commodity 
Futures  Trading Commission ("CFTC") in order for the Fund to be excluded from 
status as a commodity pool operator under applicable CFTC regulations, even if 
the  Fund  used  futures for hedging purposes only. The CFTC no longer applies 
the 5% test to bona fide hedging activities.                                   
    Although  applicable  state  law may still require compliance with similar 
limitations,  the  Board  of  Directors believes the best interest of the Fund 
would  be served by replacing the 5% Limitation with the New Operating Policy. 
This  would  provide the Fund with the flexibility to adapt to changes in CFTC 
regulations and any state laws without seeking further shareholder approval.   
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
ADJUSTABLE RATE, HIGH YIELD, PRIME RESERVE AND SHORT-TERM BOND FUNDS           
                                                                               
I.  PROPOSAL   TO  ELIMINATE  THE  FUND'S  FUNDAMENTAL  INVESTMENT  POLICY  ON 
    PURCHASING EQUITY SECURITIES                                               
                                                                               
ADJUSTABLE RATE, PRIME RESERVE AND SHORT-TERM BOND FUNDS                       
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on purchasing equity securities be eliminated and replaced 
with  an  operating  policy.  Fundamental  policies  may  be  changed  only by 
shareholder  vote,  while  operating  policies  may be changed by the Board of 
Directors  without shareholder approval. The current policy of the Fund is not 
required  by  applicable law to be fundamental. The purpose of the proposal is 
to  conform  the Fund's policy on purchasing equity securities to one which is 
expected  to become standard for all T. Rowe Price taxable income funds (other 
than  the  T.  Rowe Price High Yield and New Income Funds). The Board believes 
that  standardized  policies  will  assist  the  Fund  and  T.  Rowe  Price in 
monitoring compliance with the various investment restrictions to which the T. 
Rowe  Price Funds are subject. The Fund has no current intention of purchasing 
any  equity  securities. The Board has directed that the proposal be submitted 
to shareholders for approval or disapproval.                                   
    The  Fund's  current  fundamental  policy in the area of purchasing equity 
securities is as follows:                                                      
                                                                               
    EACH FUND                                                                  
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase any 
    common  stocks  or other equity securities, or securities convertible into 
    equity securities;"                                                        
                                                                               
    The operating policy on purchasing equity securities, to be adopted by the 
Fund, would be as follows:                                                     
                                                                               
    "[As  a matter of operating policy, the Fund may not:] Purchase any common 
    stocks  or  other equity securities, or securities convertible into equity 
    securities  except  as  set  forth  in  its operating policy on investment 
    companies;"                                                                
                                                                               
    The  operating  policy  includes  a  reference to purchasing securities of 
investment   companies.  Although  the  Fund  does  not  expect  to  make  any 
investments  in  other  investment  companies, the proposal, if adopted, would 
allow  it  to  do  so. Purchasing the securities of other investment companies 
involves  additional  costs  and  is subject to extensive regulation under the 
1940 Act.                                                                      
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on purchasing equity securities be eliminated and replaced 
with  a  similar operating policy. Fundamental policies may be changed only by 
shareholder  vote,  while  operating  policies  may be changed by the Board of 
Directors  without shareholder approval. The current policy of the Fund is not 
required  by  applicable  law to be fundamental. Under the new policy, the 20% 
limitation  would  apply  to  all  equity securities not just common stocks as 
under  the  current  policy.  Equity  securities  include common and preferred 
stocks  as  well  as other related securities. The Board has directed that the 
proposal be submitted to shareholders for approval or disapproval.             
    The  Fund's  current  fundamental  policy in the area of purchasing equity 
securities is as follows:                                                      
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Invest more than 
    20%  of  the  Fund's  total assets in common stocks (including up to 5% in 
    warrants);"                                                                
                                                                               
    The operating policy on purchasing equity securities, to be adopted by the 
Fund, would be as follows:                                                     
                                                                               
    "[As a matter of operating policy, the Fund may not:] Invest more than 20% 
    of  the  Fund's  total  assets in equity securities (including up to 5% in 
    warrants);"                                                                
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
NEW INCOME FUND                                                                
                                                                               
J.  PROPOSAL  TO  ELIMINATE  THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON SHORT 
    SALES                                                                      
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on effecting short sales be eliminated and replaced with a 
substantially  similar  operating  policy. Fundamental policies may be changed 
only by shareholder vote, while operating policies may be changed by the Board 
of  Directors  without shareholder approval. The current policy of the Fund is 
not  required  by  applicable law to be fundamental. The proposal, if adopted, 
would  provide  the  Fund  with greater flexibility in pursuing its investment 
objective  and  program. The Board has directed that the proposal be submitted 
to shareholders for approval or disapproval.                                   
    The Fund's current fundamental policy in the area of effecting short sales 
of securities is as follows:                                                   
                                                                               
    "[As a matter of fundamental policy, the Fund may not:] . . . Effect short 
    sales of securities . . .;"                                                
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  operating  policy on short sales, to be adopted by the Fund, would be 
as follows:                                                                    
                                                                               
    "[As  a  matter of operating policy, the Fund may not:] Effect short sales 
    of securities;"                                                            
                                                                               
    The  current fundamental policy was formerly required by certain states to 
be  fundamental.  This is no longer the case and the replacement of the policy 
with  an  operating  policy  will  adequately protect the Fund while providing 
greater   flexibility   to  the  Fund  to  respond  to  market  or  regulatory 
developments  by allowing the Board of Directors the authority to make changes 
in this policy without seeking further shareholder approval.                   
    In  a short sale, an investor, such as the Fund, sells a borrowed security 
and  must  return  the  same security to the lender. Although the Board has no 
current  intention  of  allowing  the  Fund  to  engage in short sales, if the 
proposed  amendment  is adopted, the Board would be able to authorize the Fund 
to  engage  in  short sales at any time without further shareholder action. In 
such a case, the Fund's prospectus would be amended and a description of short 
sales  and  their risks would be set forth therein. Any such short sales would 
be  subject  to extensive regulation under the 1940 Act designed to ensure the 
Fund could not use short sales for leveraging purposes.                        
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
PROPOSALS K-S PERTAIN ONLY TO HIGH YIELD AND PRIME RESERVE FUNDS               
                                                                               
K.  PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY TO INCREASE THE 
    PERCENTAGE OF FUND ASSETS WHICH MAY BE INVESTED IN ANY ONE ISSUER          
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The  Board  of  Directors  has  proposed  an  amendment to the Fundamental 
Investment Policies of the Fund to conform such policies to Section 5(b)(1) of 
the  1940  Act  and  to  permit  the  Fund  greater  flexibility  to invest in 
securities  considered  by  T.  Rowe  Price  to  present attractive investment 
opportunities.  Under  the  amended  policy,  the  Fund would be limited, with 
respect  to 75% of its total assets, to investing no more than 5% of its total 
assets  in the securities of any one issuer. However, no such limitation would 
apply  with  respect  to  the remaining 25% of the Fund's assets. It should be 
understood  that  the  proposed  amendment, by permitting the Fund to invest a 
greater percentage of its assets with a single issuer, could increase the risk 
to  the  Fund in the event of adverse developments affecting the securities of 
such  issuer.  The  Board  has  directed  that  such amendment be submitted to 
shareholders for approval or disapproval.                                      
    The  Fund's  current  fundamental  policy  in the area of investing in the 
securities of a single issuer is as follows:                                   
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any issuer (other than obligations issued or guaranteed by 
    the  U.S.  government, its agencies or instrumentalities) if, as a result, 
    more  than 5% of the value of the Fund's total assets would be invested in 
    the  securities  of  a single issuer (including repurchase agreements with 
    any one issuer);"                                                          
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    As  amended,  the Fund's fundamental policy on investing in the securities 
of a single issuer would be as follows:                                        
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may not:] Purchase a 
    security  if,  as  a result, with respect to 75% of the value of its total 
    assets,  more  than  5%  of  the value of the Fund's total assets would be 
    invested in the securities of a single issuer, except securities issued or 
    guaranteed   by   the   U.S.   government,  or  any  of  its  agencies  or 
    instrumentalities;"                                                        
                                                                               
    The  proposed  amendments  will  not  affect  the  status of the Fund as a 
diversified  investment  company  under  the  1940  Act. However, the proposed 
amendments  would  allow  the Fund to invest a significantly larger portion of 
its  assets  in the securities of a single issuer. Thus, for example, the Fund 
could  invest 25% of its total assets in the securities of a single issuer, or 
10%  of  its  total  assets  in  securities of one issuer and 15% of its total 
assets  in securities of another issuer. This would cause the Fund's net asset 
value  per  share  to be more affected by changes in the value of, and market, 
credit  and  business  developments  with  respect  to, the securities of such 
issuer(s).  In addition, if the Fund were to have a substantial portion of its 
assets  invested  in  the  securities of a single issuer, the liquidity of the 
Fund's  investment  in that issuer could be reduced. However, the Fund's Board 
of Directors believes the Fund should have the increased flexibility to pursue 
its  investment  program  which  the  proposed amendment would allow. Finally, 
there  are  certain  investments which may be treated as being U.S. government 
securities  although they are nominally issued by another person. For example, 
subject  to  applicable  limits  imposed  by  the  SEC,  the  Fund  will treat 
repurchase  agreements  fully  collateralized by U.S. government securities as 
U.S. government securities for purposes of this restriction.                   
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The  Board  of  Directors  has  proposed  an  amendment to the Fundamental 
Investment Policies of the Fund to conform such policies to Section 5(b)(1) of 
the  1940  Act  and  to conform the Fund's policy in this area to one which is 
expected to become standard for all diversified T. Rowe Price Funds. The Board 
believes  that standardized policies will assist the Fund and T. Rowe Price in 
monitoring compliance with the various investment restrictions to which the T. 
Rowe  Price  Funds  are  subject.  Under the amended policy, the Fund would be 
limited, with respect to 75% of its total assets, to investing no more than 5% 
of  its  total  assets in the securities of any one issuer. No such limitation 
would  apply  with respect to the remaining 25% of the Fund's assets. However, 
under Rule 2a-7 of the 1940 Act, the Fund is not permitted to invest more than 
5%  of  the  value of its total assets in the securities of any single issuer. 
Thus,  the added flexibility which the proposed new policy would provide would 
not  have  any  effect  on the Fund's investment program. However, should Rule 
2a-7  be  amended  to allow money market funds to invest more than 5% of their 
assets in the securities of a single issuer, the Fund's new fundamental policy 
would  allow  it  to  do  so. Any such change would be reflected in the Fund's 
prospectus,  if  and  when it occurred. Finally, there are certain investments 
which  may  be  treated  as being U.S. government securities although they are 
nominally  issued by another person. For example, subject to applicable limits 
imposed   by  the  SEC,  the  Fund  will  treat  repurchase  agreements  fully 
collateralized by U.S. government securities as U.S. government securities for 
purposes  of  this  restriction. The Board has directed that such amendment be 
submitted to shareholders for approval or disapproval.                         
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Fund's  current  fundamental  policy  in the area of investing in the 
securities of a single issuer is as follows:                                   
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities of any issuer if, as a result, more than 5% of the value of the 
    Fund's total assets would be invested in the securities of a single issuer 
    (including   repurchase  agreements  with  any  one  issuer)  (other  than 
    obligations  issued  or guaranteed by the U.S. government, its agencies or 
    instrumentalities);"                                                       
                                                                               
    As  amended,  the Fund's fundamental policy on investing in the securities 
of a single issuer would be as follows:                                        
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may not:] Purchase a 
    security  if,  as  a result, with respect to 75% of the value of its total 
    assets,  more  than  5%  of  the value of the Fund's total assets would be 
    invested in the securities of a single issuer, except securities issued or 
    guaranteed   by   the   U.S.   government,  or  any  of  its  agencies  or 
    instrumentalities;"                                                        
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
L.  PROPOSAL  TO  AMEND  THE  FUND'S  FUNDAMENTAL  INVESTMENT POLICY REGARDING 
    PURCHASING MORE THAN 10% OF AN ISSUER'S VOTING SECURITIES                  
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The  Board  of  Directors  has  proposed  an  amendment to the Fundamental 
Investment Policy of the Fund to conform such policy to Section 5(b)(1) of the 
1940 Act and to provide the Fund with greater flexibility to invest its assets 
in  the  outstanding voting securities of various companies. Under the amended 
policy,  the Fund would be restricted from owning more than 10% of an issuer's 
outstanding  voting  securities  only  with respect to 75% of the value of its 
total  assets,  as opposed to 100% under the current policy. By permitting the 
Fund  to  own more than 10% of the outstanding voting securities of an issuer, 
the  proposed  amendment, if adopted, could increase the risk to the Fund with 
respect  to  adverse  developments  concerning  such  securities. The Board of 
Directors,  however,  believes  the Fund should have the increased flexibility 
which  the amendment would provide. The Board has directed that such change be 
submitted to shareholders for approval or disapproval.                         
    The  Fund's current fundamental policy in the area of purchasing more than 
10% of an issuer's voting securities is as follows:                            
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any issuer (other than obligations issued or guaranteed by 
    the  U.S.  government, its agencies or instrumentalities) if, as a result, 
    more  than 10% of the outstanding voting securities of any issuer would be 
    held by the Fund;"                                                         
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    As  amended,  the Fund's fundamental policy in the area of purchasing more 
than 10% of an issuer's voting securities would be as follows:                 
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may not:] Purchase a 
    security  if,  as a result, with respect to 75% of the value of the Fund's 
    total  assets,  more  than 10% of the outstanding voting securities of any 
    issuer  would  be  held  by  the  Fund  (other  than obligations issued or 
    guaranteed by the U.S. government, its agencies or instrumentalities);"    
                                                                               
    The  proposed  amendments  will  not  affect  the  status of the Fund as a 
diversified  investment  company  under  the  1940  Act. However, the proposed 
amendments  would  permit  the  Fund  to  take a larger position in the voting 
securities  of  companies  than under the current investment limitation. Thus, 
for  example,  the Fund could purchase 100% of the voting securities of one or 
more  companies.  This  would cause the Fund's net asset value per share to be 
more  affected  by  changes  in  the value of, and market, credit and business 
developments  with  respect to, the securities of such companies. In addition, 
if  the  Fund  were  to  own  a  substantial  percentage of an issuer's voting 
securities,  there  is  a risk that the liquidity of those securities would be 
reduced.  However, the Fund's Board of Directors believes the Fund should have 
the  increased flexibility to pursue its investment program which the proposed 
amendment would allow.                                                         
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The  Board  of  Directors  has  proposed  an  amendment to the Fundamental 
Investment Policy of the Fund to conform such policy to Section 5(b)(1) of the 
1940  Act.  It  is  unlikely  the  changed policy would have any effect on the 
Fund's investment program in the foreseeable future. However, the proposal, if 
adopted, would conform the Fund's policy in this area to one which is expected 
to  become  standard  for  all  diversified T. Rowe Price Funds. The Directors 
believe  that  increased  standardization  will  help promote efficiencies and 
facilitate  monitoring  of compliance with the Fund's investment restrictions. 
The  Board  has  directed  that  such  change be submitted to shareholders for 
approval or disapproval.                                                       
    The  Fund's current fundamental policy in the area of purchasing more than 
10% of an issuer's voting securities is as follows:                            
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities of any issuer if, as a result, more than 10% of the outstanding 
    voting  securities  of  any  issuer  would be held by the Fund (other than 
    obligations  issued  or guaranteed by the U.S. government, its agencies or 
    instrumentalities);"                                                       
                                                                               
    As  amended,  the Fund's fundamental policy in the area of purchasing more 
than 10% of an issuer's voting securities would be as follows:                 
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may not:] Purchase a 
    security  if,  as a result, with respect to 75% of the value of the Fund's 
    total  assets,  more  than 10% of the outstanding voting securities of any 
    issuer  would  be  held  by  the  Fund  (other  than obligations issued or 
    guaranteed by the U.S. government, its agencies or instrumentalities);"    
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
M.  PROPOSAL  TO  CHANGE  THE DESIGNATION OF THE FUND'S FUNDAMENTAL INVESTMENT 
    POLICY ON INVESTING FOR CONTROL OF PORTFOLIO COMPANIES                     
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on investing for control of portfolio companies be changed 
from  a  fundamental  policy  to  an  identical  operating policy. Fundamental 
policies  may  only  be  changed  with  shareholder  approval, while operating 
policies  may be changed by vote of the Board of Directors without shareholder 
approval.  While  the  Fund has no current intention of investing in companies 
for  the purpose of obtaining or exercising control, the proposed change would 
allow the Fund to do so if the Board of Directors determined to change the new 
operating  policy. The policy is not required to be fundamental under the 1940 
Act.  The  purpose  of  the  proposal  is to provide the Fund with the maximum 
flexibility  permitted  by law to pursue its investment program and to conform 
the Fund's policy in this area to one which is expected to become standard for 
all  T.  Rowe  Price Funds. The Board believes that standardized policies will 
assist  the  Fund  and T. Rowe Price in monitoring compliance with the various 
investment  restrictions  to  which  the  T. Rowe Price Funds are subject. The 
Board  has directed that such change be submitted to shareholders for approval 
or disapproval.                                                                
    The Fund's current fundamental policy in the area of investing for control 
of portfolio companies is as follows:                                          
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:] Invest in 
    companies for the purpose of exercising management or control;"            
                                                                               
    As  changed,  the  Fund's  operating  policy  on  investing for control of 
portfolio companies would be as follows:                                       
                                                                               
    "[As  a matter of operating policy, the Fund may not:] Invest in companies 
    for the purpose of exercising management or control;"                      
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on investing for control of portfolio companies be changed 
from  a  fundamental  policy  to  an  identical  operating policy. Fundamental 
policies  may  only  be  changed  with  shareholder  approval, while operating 
policies  may be changed by vote of the Board of Directors without shareholder 
approval.  The Fund has no current intention of investing in companies for the 
purpose  of  obtaining or exercising control. The policy is not required to be 
fundamental  under the 1940 Act. The purpose of the proposal is to conform the 
Fund's policy in this area to one which is expected to become standard for all 
T. Rowe Price Funds. The Board believes that standardized policies will assist 
the  Fund  and  T.  Rowe  Price  in  monitoring  compliance  with  the various 
investment  restrictions  to  which  the  T. Rowe Price Funds are subject. The 
Board  has directed that such change be submitted to shareholders for approval 
or disapproval.                                                                
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The Fund's current fundamental policy in the area of investing for control 
of portfolio companies is as follows:                                          
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:] Invest in 
    companies for the purpose of exercising management or control;"            
                                                                               
    As  changed,  the  Fund's  operating  policy  on  investing for control of 
portfolio companies would be as follows:                                       
                                                                               
    "[As  a matter of operating policy, the Fund may not:] Invest in companies 
    for the purpose of exercising management or control;"                      
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
N.  PROPOSAL   TO  ELIMINATE  THE  FUND'S  FUNDAMENTAL  INVESTMENT  POLICY  ON 
    INVESTING IN THE SECURITIES OF OTHER INVESTMENT COMPANIES                  
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy  on  investing  in  the  securities  of  other  investment companies be 
eliminated  and replaced with an operating policy. Fundamental policies may be 
changed  only  by shareholder vote, while operating policies may be changed by 
vote  of  the  Board  of  Directors  without shareholder approval. The current 
policy  of  the  Fund is not required by applicable law to be fundamental. The 
purpose  of  the proposed change is to provide the Fund greater flexibility in 
pursuing  its  investment objective and in responding to regulatory and market 
developments. Although the Fund does not typically invest in the securities of 
other  open-end  investment  companies  and  would only, on occasion, purchase 
securities  of  closed-end  investment  companies,  the  proposed change would 
permit  the  Fund to invest in the securities of other investment companies to 
the  maximum  extent permitted under the 1940 Act and applicable state law, as 
described  below,  without  further  shareholder  approval. Duplicate fees may 
result  from  any  such  purchases. The Board has directed that such change be 
submitted to shareholders for approval or disapproval.                         
    The  Fund's  current  fundamental  policy  in the area of investing in the 
securities of other investment companies is as follows:                        
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:]  Purchase 
    securities  of  other  investment  companies,  except in connection with a 
    merger,  consolidation, acquisition, or reorganization. Duplicate fees may 
    result from such purchases;"                                               
                                                                               
    The  operating  policy  on investing in the securities of other investment 
companies, to be adopted by the Fund, would be as follows:                     
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    "[As  a matter of operating policy, the Fund may not:] Purchase securities 
    of  open-end  or closed-end investment companies except in compliance with 
    the Investment Company Act of 1940 and applicable state law;"              
                                                                               
    Under  the  1940  Act,  the  Fund  is  subject  to various restrictions in 
purchasing the securities of closed-end and open-end investment companies. The 
1940  Act  limits  the Fund, immediately after a purchase, (1) to investing no 
more  than  10%  of  its  total  assets  in the securities of other investment 
companies; (2) to owning no more than 3% of the total outstanding voting stock 
of  any  other  investment  company;  and (3) to having no more than 5% of its 
total   assets   invested   in   securities  of  another  investment  company. 
Additionally,  in  the  case of a closed-end investment company, the Fund, and 
all  other  mutual  funds  having  T. Rowe Price as an investment manager, are 
limited  to  owning  no more than 10% of the total outstanding voting stock of 
any closed-end company.                                                        
    The  1940 Act provides an alternative set of restrictions if the Fund were 
to  exceed certain of these percentage limitations. Under the alternative, the 
Fund  could  invest  any  or  all of its assets in other investment companies, 
provided the Fund and all of its affiliates, immediately after a purchase, did 
not  own  more  than 3% of the total outstanding stock of the other investment 
company.  Under this alternative restriction, the rate at which the Fund could 
redeem  its  investment  in the other investment companies in which it invests 
might be restricted which could result in a situation where the Fund would not 
be  able to redeem a portfolio security when it appears to T. Rowe Price to be 
in  the  best  interest of the Fund to do so. T. Rowe Price would consider the 
effect  on  the  Fund's  liquidity and the Fund's ability to timely dispose of 
securities, before purchasing the securities of another investment company.    
    Certain  states  impose further limitations on the purchase by the Fund of 
the  securities  of  other  investment  companies.  At the present time, these 
restrictions  could  prohibit  the  Fund,  with  certain exceptions, from: (i) 
purchasing  or  retaining  the  securities of any open-end investment company; 
(ii)  purchasing  the  securities  of any closed-end investment company except 
through  a  purchase  in  the  open  market where no commission or profit to a 
sponsor or dealer results from such purchase other than the customary broker's 
commission  or  when  the purchase is part of a plan of merger, consolidation, 
reorganization or acquisition; and (iii) investing more than 10% of its assets 
in one or more investment companies.                                           
    It  is  possible  the requirements of the 1940 Act or the states regarding 
the  Fund's investment in the securities of closed-end and open-end investment 
companies  could  change,  or  that  the  Fund  could obtain a waiver of their 
application.  The Board of Directors believes the Fund should have the ability 
to  respond  to  potential  changes  in  these  areas without the necessity of 
holding a further meeting of shareholders.                                     
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy  on  investing  in  the  securities  of  other  investment companies be 
eliminated  and replaced with an operating policy. Fundamental policies may be 
changed  only  by shareholder vote, while operating policies may be changed by 
vote  of  the  Board  of  Directors  without shareholder approval. The current 
policy  of  the  Fund is not required by applicable law to be fundamental. The 
purpose of the proposed change is to conform the Fund's policy in this area to 
one  which  is  expected  to  become standard for all T. Rowe Price Funds. The 
Board  believes  that  standardized  policies will assist the Fund and T. Rowe 
Price  in  monitoring  compliance  with the various investment restrictions to 
which  the  T. Rowe Price Funds are subject. The Fund has no current intention 
of  purchasing the securities of any other investment companies. The Board has 
directed  that  such  change  be  submitted  to  shareholders  for approval or 
disapproval.                                                                   
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Fund's  current  fundamental  policy  in the area of investing in the 
securities of other investment companies is as follows:                        
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:]  Purchase 
    securities  of  other  investment  companies,  except in connection with a 
    merger,  consolidation, acquisition, or reorganization. Duplicate fees may 
    result from such purchases;"                                               
                                                                               
    The  operating  policy  on investing in the securities of other investment 
companies, to be adopted by the Fund, would be as follows:                     
                                                                               
    "[As  a matter of operating policy, the Fund may not:] Purchase securities 
    of  open-end  or closed-end investment companies except in compliance with 
    the  Investment Company Act of 1940 and applicable state law provided that 
    the  Fund  may only purchase the securities of other open-end money market 
    funds;"                                                                    
                                                                               
Duplicate fees may result from any such purchases.                             
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
O.  TO  ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON INVESTING IN OIL 
    AND GAS PROGRAMS                                                           
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on  investing  in  oil  and gas programs be eliminated and 
replaced  with  a substantially similar operating policy. Fundamental policies 
may  be  changed  only  by  shareholder  vote, while operating policies may be 
changed  by  the  Board of Directors without shareholder approval. The current 
policy  of  the  Fund is not required by applicable law to be fundamental. The 
purpose  of  the  proposal is to conform the Fund's policy on investing in oil 
and  gas  programs to one which is expected to become standard for all T. Rowe 
Price  Funds.  The  Board  believes that standardized policies will assist the 
Fund  and  T.  Rowe Price in monitoring compliance with the various investment 
restrictions  to  which  the  T.  Rowe  Price Funds are subject. The Board has 
directed  that  the  proposal  be  submitted  to  shareholders for approval or 
disapproval.                                                                   
    The  Fund's current fundamental policy in the area of investing in oil and 
gas programs is as follows:                                                    
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:]  Purchase 
    participations or other direct interests or enter into leases with respect 
    to oil, gas, other mineral exploration or development programs;"           
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  operating  policy on investing in oil and gas programs, to be adopted 
by the Fund, would be as follows:                                              
                                                                               
    "[As   a   matter  of  operating  policy,  the  Fund  may  not:]  Purchase 
    participations or other direct interests or enter into leases with respect 
    to, oil, gas or other mineral exploration or development programs;"        
                                                                               
    The  current fundamental policy was formerly required by certain states to 
be  fundamental.  This is no longer the case and the replacement of the policy 
with  an  operating  policy  will  adequately protect the Fund while providing 
greater   flexibility   to  the  Fund  to  respond  to  market  or  regulatory 
developments  by allowing the Board of Directors the authority to make changes 
in this policy without seeking further shareholder approval                    
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on  investing  in  oil  and gas programs be eliminated and 
replaced  with  a substantially similar operating policy. Fundamental policies 
may  be  changed  only  by  shareholder  vote, while operating policies may be 
changed  by  the  Board of Directors without shareholder approval. The current 
policy  of  the  Fund is not required by applicable law to be fundamental. The 
purpose  of  the  proposal is to conform the Fund's policy on investing in oil 
and  gas  programs to one which is expected to become standard for all T. Rowe 
Price  Funds.  The  Board  believes that standardized policies will assist the 
Fund  and  T.  Rowe Price in monitoring compliance with the various investment 
restrictions  to  which  the  T.  Rowe  Price Funds are subject. The Board has 
directed  that  the  proposal  be  submitted  to  shareholders for approval or 
disapproval.                                                                   
    The  Fund's current fundamental policy in the area of investing in oil and 
gas programs is as follows:                                                    
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:]  Purchase 
    participations or other direct interests or enter into leases with respect 
    to oil, gas, other mineral exploration or development programs;"           
                                                                               
    The  operating  policy on investing in oil and gas programs, to be adopted 
by the Fund, would be as follows:                                              
                                                                               
    "[As   a   matter  of  operating  policy,  the  Fund  may  not:]  Purchase 
    participations or other direct interests or enter into leases with respect 
    to, oil, gas or other mineral exploration or development programs;"        
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
P.  PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON OPTIONS  
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on  investing in options be eliminated and replaced with a 
substantially  similar  operating  policy. Fundamental policies may be changed 
only  by  shareholder vote, while operating policies may be changed by vote of 
the  Board  of Directors without shareholder approval. Under the new operating 
policy,  the  Fund would be permitted to purchase and sell options of any type 
for  any purpose consistent with the Fund's investment program. The purpose of 
the  proposal is to allow the Fund greater flexibility in responding to market 
and  regulatory  developments by allowing the Board of Directors the authority 
to  make  changes  in  the  Fund's  policy  on options without seeking further 
shareholder approval. The new restriction would also conform the Fund's policy 
on investing in options to one which is expected to become standard for all T. 
Rowe  Price  Funds.  The Board believes that standardized policies will assist 
the  Fund  and  T.  Rowe  Price  in  monitoring  compliance  with  the various 
investment  restrictions  to  which  the  T. Rowe Price Funds are subject. The 
Board  has directed that such change be submitted to shareholders for approval 
or disapproval.                                                                
    The  Fund's current fundamental policy in the area of investing in options 
is as follows:                                                                 
                                                                               
    "[As  a matter of fundamental policy, the Fund may not:] Invest in options 
    except  in  furtherance  of the Fund's investment objectives and policies, 
    and  in  this  connection  the  Fund  may:  (1)  buy  and sell covered and 
    uncovered  put,  call and spread options on securities and currencies, and 
    (2)  purchase,  hold,  and  sell contracts for the future delivery of debt 
    securities and warrants where the grantor of the warrants is the issuer of 
    the underlying securities;"                                                
                                                                               
    The  operating  policy on investing in options, to be adopted by the Fund, 
would be as follows:                                                           
                                                                               
    "[As  a  matter  of  operating  policy, the Fund may not:] Invest in puts, 
    calls,  straddles,  spreads,  or  any  combination  thereof, except to the 
    extent   permitted   by   the   prospectus  and  Statement  of  Additional 
    Information;"                                                              
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on  investing in options be eliminated and replaced with a 
substantially  similar  operating  policy. Fundamental policies may be changed 
only  by  shareholder vote, while operating policies may be changed by vote of 
the Board of Directors without shareholder approval. The new restriction would 
also  conform  the  Fund's  policy  on  investing  in  options to one which is 
expected  to  become  standard for all T. Rowe Price Funds. The Board believes 
that  standardized  policies  will  assist  the  Fund  and  T.  Rowe  Price in 
monitoring compliance with the various investment restrictions to which the T. 
Rowe  Price  Funds  are  subject.  The  Board has directed that such change be 
submitted to shareholders for approval or disapproval.                         
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Fund's current fundamental policy in the area of investing in options 
is as follows:                                                                 
                                                                               
    "[As  a  matter  of fundamental policy, the Fund may not:] Invest in puts, 
    calls, straddles, spreads, or any combination thereof;"                    
                                                                               
    The  operating  policy on investing in options, to be adopted by the Fund, 
would be as follows:                                                           
                                                                               
    "[As  a  matter  of  operating  policy, the Fund may not:] Invest in puts, 
    calls,  straddles,  spreads,  or  any  combination  thereof, except to the 
    extent   permitted   by   the   prospectus  and  Statement  of  Additional 
    Information;"                                                              
                                                                               
    While  the  Fund does not normally engage in options transactions, some of 
the Fund's current investments may include demand or "put" features, which can 
provide additional liquidity or protection against loss. In addition, the Fund 
may from time to time enter into agreements with option-like features, such as 
standby  commitments or other instruments conveying the right or obligation to 
buy  or sell securities at a future date. The Fund can already invest in these 
types  of  options  and  a  vote  against  the  proposal would not change this 
authority.  However,  approval  of  the  proposal would allow T. Rowe Price to 
develop and implement additional strategies in the future, without the need to 
seek  further shareholder approval. Any such strategies must, of course, be in 
accordance with applicable federal and state regulation. In addition to review 
by  the Directors, the Fund would not engage in such strategies until they had 
been  described  sufficiently  in  the  Fund's  Prospectus  and  Statement  of 
Additional Information.                                                        
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
Q.  PROPOSAL   TO  ELIMINATE  THE  FUND'S  FUNDAMENTAL  INVESTMENT  POLICY  ON 
    OWNERSHIP OF PORTFOLIO SECURITIES BY OFFICERS AND DIRECTORS                
                                                                               
    The  Fund's  Board  of  Directors has proposed that the Fund's Fundamental 
Investment  Policy  on  the  ownership of portfolio securities by officers and 
directors  of  the  Fund  and  T. Rowe Price be eliminated and replaced with a 
substantially  similar  operating  policy. Fundamental policies may be changed 
only  by  shareholder vote, while operating policies may be changed by vote of 
the  Board  of Directors without shareholder approval. The current fundamental 
policy  was formerly required by certain states to be fundamental, but this is 
no  longer  the case. The Board has directed that the proposal be submitted to 
shareholders for approval or disapproval.                                      
    The  Fund's  current  fundamental  policy  in  the  area  of  ownership of 
portfolio securities by officers and directors is as follows:                  
                                                                               
    EACH FUND                                                                  
                                                                               
    "[As a matter of fundamental policy, the Fund may not:] Purchase or retain 
    the  securities  of  any  issuer  if,  to  the  knowledge  of  the  Fund's 
    management,  those  officers  and  directors  of  the  Fund,  and  of  its 
    investment  manager,  who  each  owns  beneficially  more  than .5% of the 
    outstanding securities of such issuer, together own beneficially more than 
    5% of such securities;"                                                    
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    As  changed,  the  Fund's  operating  policy  in  the area of ownership of 
portfolio securities by officers and directors would be as follows:            
                                                                               
    "[As  a  matter of operating policy, the Fund may not:] Purchase or retain 
    the  securities  of  any  issuer  if,  to  the  knowledge  of  the  Fund's 
    management,  those  officers  and  directors  of  the  Fund,  and  of  its 
    investment  manager,  who  each  own  beneficially  more  than  .5% of the 
    outstanding securities of such issuer, together own beneficially more than 
    5% of such securities;"                                                    
                                                                               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
R.  PROPOSAL  TO  CHANGE  THE DESIGNATION OF THE FUND'S FUNDAMENTAL INVESTMENT 
    POLICY REGARDING THE PURCHASE OF ILLIQUID SECURITIES                       
                                                                               
HIGH YIELD FUND                                                                
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy  on  purchasing  unmarketable  securities be changed from a fundamental 
policy  to  an  operating  policy. Fundamental policies may be changed only by 
shareholder  vote,  while  operating  polices  may  be changed by the Board of 
Directors  without shareholder approval. If the proposed change is approved by 
shareholders, the Board of Directors of the Fund intends to adopt an operating 
policy which would (1) allow the Fund to invest up to 15% of its net assets in 
illiquid  securities  and (2) conform the Fund's operating policy in this area 
to  one  which  is  expected  to  become standard for all T. Rowe Price Funds, 
except  the  T.  Rowe Price money market funds. The Fund's current fundamental 
policy  in this area is not required by applicable law and the proposed change 
should  provide  the Fund with greater flexibility in responding to market and 
regulatory  developments. The Board has directed that such change be submitted 
to shareholders for approval or disapproval.                                   
    The  Fund's  current fundamental policy in the area of purchasing illiquid 
securities is as follows:                                                      
                                                                               
    "[As  a  matter of fundamental policy, the Fund may not:] Invest more than 
    10%  of  the value of its net assets in repurchase agreements which do not 
    provide  for payment within seven days and restricted securities, illiquid 
    securities and securities which are not readily marketable;"               
                                                                               
    As  changed,  the operating policy on investing in illiquid securities, to 
be adopted by the Fund, would be as follows:                                   
                                                                               
    "[As  a  matter  of operating policy, the Fund may not:] Purchase illiquid 
    securities  if,  as  a  result,  more  than 15% of its net assets would be 
    invested in such securities;"                                              
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
ILLIQUID SECURITIES                                                            
                                                                               
    As  an  open-end  investment  company, the Fund may not hold a significant 
amount  of illiquid securities because such securities may present problems of 
accurate  valuation  and  it  is  possible  the  Fund  could  have  difficulty 
satisfying  redemptions  within  seven days as required under the 1940 Act. In 
general,  the  SEC defines an illiquid security as one which cannot be sold in 
the  ordinary  course of business within seven days at approximately the value 
at  which  the Fund has valued the security. Illiquid securities have included 
those   enumerated   in  the  Fund's  fundamental  restriction  on  restricted 
securities and repurchase agreements of a duration of more than seven days.    
    The securities markets, however, are evolving and new types of instruments 
have  developed.  In  light  of  these  developments,  the  Fund's fundamental 
investment  restriction,  by  essentially  assuming  restricted securities are 
unmarketable, may be overbroad and unnecessarily restrictive. For example, the 
markets  for  various  types  of securities--repurchase agreements, commercial 
paper,   and   some   corporate   bonds   and  notes--are  almost  exclusively 
institutional.  These instruments are often either exempt from registration or 
sold in transactions not requiring registration. Although these securities may 
be  legally  classified  as  "restricted,"  institutional investors will often 
justifiably  rely  either  on  the  issuer's  ability  to  honor  a demand for 
repayment  in  less than seven days or on an efficient institutional market in 
which  the  unregistered  security  can  be  readily resold. The fact that the 
securities  may  be restricted because of legal or contractual restrictions on 
resale  to  the  general  public  will,  therefore,  not be dispositive of the 
liquidity of such investments.                                                 
    In  recognition  of  the increased size and liquidity of the institutional 
markets  for  unregistered  securities  and  the  importance  of institutional 
investors  in  the  capital  formation  process,  the  SEC  has adopted rules, 
including  Rule  144A  under  the  Securities Act of 1933, designed to further 
facilitate efficient trading among institutional investors. These rules permit 
a  broader  institutional trading market for securities subject to restriction 
on  resale to the general public. If institutional markets develop which trade 
in  these  securities, the Fund could be constrained by its current investment 
restrictions.  Accordingly,  T.  Rowe Price recommends that the Fund eliminate 
its  fundamental  limitations  in this area so that restricted securities that 
are  nonetheless liquid may be purchased without regard to the Fund's limit on 
investing  in  illiquid  securities.  Of  course,  the  Fund  would modify its 
operating policy to comply with future regulatory and market developments.     
    If  this  proposal  is  approved  by  shareholders,  the specific types of 
securities  that  may be deemed to be illiquid will be determined from time to 
time  by  T. Rowe Price under the supervision of the Directors, with reference 
to  legal,  regulatory and market developments. By making the Fund's policy on 
illiquid  securities  non-fundamental,  the  Fund will be able to respond more 
quickly  to  such developments because no shareholder vote will be required to 
redefine what types of securities may be deemed illiquid.                      
                                                                               
PERCENTAGE LIMITATIONS                                                         
                                                                               
    The  Fund's  fundamental policy limits it to investing no more than 10% of 
the  value  of its total assets in restricted and unmarketable securities. The 
new  operating policy to be adopted by the Board of Directors, if shareholders 
approve  elimination of the fundamental policy, would allow the Fund to invest 
up  to  15%  of  its  net  assets  in  illiquid securities. The 15% limitation 
represents  a higher percentage than the Fund was previously allowed to invest 
in  illiquid  securities and is the result of a 1992 liberalization by the SEC 
in this area. If the fundamental policy is changed to an operating policy, the 
Fund  will,  without the necessity of any further shareholder vote, be able to 
take advantage of any future changes in SEC policy in this area.               
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
PRIME RESERVE FUND                                                             
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy  on  purchasing  unmarketable  securities be changed from a fundamental 
policy  to  an  operating  policy. Fundamental policies may be changed only by 
shareholder  vote,  while  operating  polices  may  be changed by the Board of 
Directors  without shareholder approval. If the proposed change is approved by 
shareholders, the Board of Directors of the Fund intends to adopt an operating 
policy which would (1) allow the Fund to invest up to 10% of its net assets in 
illiquid  securities  and (2) conform the Fund's operating policy in this area 
to  one  which  is  expected  to  become  standard for all T. Rowe Price Funds 
(except  that the percentage limit on investing in illiquid securities for the 
other T. Rowe Price Funds, which are not money market funds, is 15% instead of 
10%).  The  Fund's  current fundamental policy in this area is not required by 
applicable  law  and  the proposed change should provide the Fund with greater 
flexibility in responding to market and regulatory developments. The Board has 
directed  that  such  change  be  submitted  to  shareholders  for approval or 
disapproval.                                                                   
    The  Fund's  current fundamental policy in the area of purchasing illiquid 
securities is as follows:                                                      
                                                                               
    "[As  a  matter  of  fundamental  policy,  the  Fund  may  not:]  Purchase 
    securities  which  are  not readily marketable, or invest more than 10% of 
    its  net  assets in repurchase agreements which do not provide for payment 
    within  seven  days  and in the obligations of small banks and savings and 
    loan associations which are not readily marketable;"                       
                                                                               
    As  changed,  the operating policy on investing in illiquid securities, to 
be adopted by the Fund, would be as follows:                                   
                                                                               
    "[As  a  matter  of operating policy, the Fund may not:] Purchase illiquid 
    securities  if,  as  a  result,  more  than 15% of its net assets would be 
    invested in such securities;"                                              
                                                                               
ILLIQUID SECURITIES                                                            
                                                                               
    As  an  open-end  investment  company, the Fund may not hold a significant 
amount  of illiquid securities because such securities may present problems of 
accurate  valuation  and  it  is  possible  the  Fund  could  have  difficulty 
satisfying  redemptions  within  seven days as required under the 1940 Act. In 
general,  the  SEC defines an illiquid security as one which cannot be sold in 
the  ordinary  course of business within seven days at approximately the value 
at  which  the  Fund  has  valued the security. The current policy of the Fund 
prohibits  the Fund from purchasing any illiquid (or unmarketable) securities. 
The new policy would allow the Fund to make such investments provided they are 
consistent  with  the maturity and credit standards for the Fund and Rule 2a-7 
under the 1940 Act which governs the operation of money market funds.          
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The securities which the Fund purchases are usually highly liquid and this 
would  continue  to  be  the  case even under the new policy. However, the new 
policy   would   allow   the  Fund  to  purchase  certain  types  of  illiquid 
securities--for  example  privately placed securities which are not registered 
under  the  Securities  Act of 1933 and may only be sold under certain limited 
conditions.  Such  securities  may,  at  times,  present additional investment 
opportunities  for  the  Fund  and the Board believes the Fund should have the 
maximum  flexibility  allowed  by  law  to  make  such investments in a manner 
consistent  with  its  investment  objective  and program. There are, however, 
additional risks when investing in illiquid securities. Such securities can be 
difficult  to  value  and,  by  definition,  are  not  easily  sold. The Board 
believes, however, that these risks are manageable and that the Fund's ability 
to purchase illiquid securities will not subject it to undue risk.             
    If  this  proposal  is  approved  by  shareholders,  the specific types of 
securities  that  may be deemed to be illiquid will be determined from time to 
time  by  T. Rowe Price under the supervision of the Directors, with reference 
to  legal,  regulatory and market developments. By making the Fund's policy on 
illiquid  securities  non-fundamental,  the  Fund will be able to respond more 
quickly  to  such developments because no shareholder vote will be required to 
redefine  what  types  of  securities  may be deemed illiquid or to make other 
changes in the policy as permitted by applicable law.                          
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
S.  PROPOSAL  TO  CHANGE  THE DESIGNATION OF THE FUND'S FUNDAMENTAL INVESTMENT 
    POLICY ON INVESTING IN UNSEASONED ISSUERS                                  
                                                                               
    The Board of Directors has proposed that the Fund's Fundamental Investment 
Policy  on investing in the securities of unseasoned issuers be eliminated and 
replaced by a substantially similar operating policy. Fundamental policies may 
only  be  changed  with  shareholder approval, while operating policies may be 
changed  by  vote  of the Board of Directors without shareholder approval. The 
proposed change should provide the Fund with greater flexibility in responding 
to market and regulatory developments without the necessity of seeking further 
shareholder approval. The new restriction would also conform the Fund's policy 
on investing in unseasoned issuers to one which is expected to become standard 
for  all  T.  Rowe  Price Funds. The Board believes that standardized policies 
will  assist  the  Fund  and  T.  Rowe Price in monitoring compliance with the 
various  investment restrictions to which the T. Rowe Price Funds are subject. 
The  Board  has  directed  that  such  change be submitted to shareholders for 
approval or disapproval.                                                       
    The  Fund's  current  fundamental  policy  in  the  area  of  investing in 
unseasoned issuers is as follows:                                              
                                                                               
    HIGH YIELD FUND                                                            
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities  of  any issuer (other than obligations issued or guaranteed by 
    the  U.S.  government, its agencies or instrumentalities) if, as a result, 
    more  than 5% of the value of the Fund's total assets would be invested in 
    the  securities  of  issuers  which  at  the  time of purchase had been in 
    operation   for   less   than  three  years,  including  predecessors  and 
    unconditional guarantors;"                                                 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    PRIME RESERVE FUND                                                         
                                                                               
    "[As  a  matter  of  fundamental  policy,  the Fund may not:] Purchase the 
    securities of any issuer if, as a result, more than 5% of the value of the 
    Fund's  total  assets would be invested in the securities of issuers which 
    at  the  time of purchase had been in operation for less than three years, 
    including   predecessors   and   unconditional   guarantors   (other  than 
    obligations  issued  or guaranteed by the U.S. government, its agencies or 
    instrumentalities);"                                                       
                                                                               
    The  operating policy on investing in unseasoned issuers, to be adopted by 
the Fund, would be as follows:                                                 
                                                                               
    "[As  a matter of operating policy, the Fund may not:] Purchase a security 
    (other  than  obligations  issued  or guaranteed by the U.S., any foreign, 
    state  or  local government, their agencies or instrumentalities) if, as a 
    result,  more  than  5%  of  the value of the Fund's total assets would be 
    invested  in  the  securities of issuers which at the time of purchase had 
    been  in operation for less than three years (for this purpose, the period 
    of  operation  of  any issuer shall include the period of operation of any 
    predecessor  or  unconditional guarantor of such issuer). This restriction 
    does  not apply to securities of pooled investment vehicles or mortgage or 
    asset-backed securities;"                                                  
                                                                               
    The  new  operating  policy  would  add securities issued or guaranteed by 
foreign,  state  or  local  governments,  as  well  as  securities  of  pooled 
investment  vehicles  and mortgage and asset-backed securities, to the list of 
those  which  are  excluded  from  the  percentage restriction on investing in 
unseasoned issuers.                                                            
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
EACH FUND                                                                      
                                                                               
3.  RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS          
                                                                               
    The selection by the Board of Directors of the Adjustable Rate Fund of the 
firm  of Coopers & Lybrand as the independent accountants for the Fund for the 
three-month fiscal year ending May 31, 1994 and for fiscal year ending May 31, 
1995  is  to be submitted for ratification or rejection by the shareholders of 
the Fund at the Shareholders Meeting. The firm of Coopers & Lybrand has served 
the  Adjustable  Rate Fund as independent accountants since its inception. The 
selection  by  the  Board  of  Directors  of the High Yield, New Income, Prime 
Reserve,  and  Short-Term  Bond  Funds  of the firm of Price Waterhouse as the 
independent  accountants  for each Fund for the three-month fiscal year ending 
May  31,  1994  and for fiscal year ending May 31, 1995 is to be submitted for 
ratification or rejection by the shareholders of each Fund at the Shareholders 
Meeting.  The  firm  of  Price  Waterhouse has served each Fund as independent 
accountants since each such Fund's inception.                                  
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    Each  Fund  has been advised by its independent accountants that they have 
no direct or material indirect financial interest in the Fund. Representatives 
of  the  firm  of  Coopers  &  Lybrand and Price Waterhouse are expected to be 
present at the Shareholders Meeting and will be available to make a statement, 
if  they  desire  to  do so, and to respond to appropriate questions which the 
shareholders may wish to address to them.                                      
                                                                               
NEW INCOME AND PRIME RESERVE FUNDS                                             
                                                                               
4.  PROPOSAL  TO  AMEND  THE FUND'S ARTICLES OF INCORPORATION TO ELIMINATE THE 
    POLICY ON PRICING SECURITIES                                               
                                                                               
    The  Board of Directors has proposed that the New Income and Prime Reserve 
Funds  amend  their Articles of Incorporation by deleting subparagraphs (iii), 
(iv)  and  (v)  of Paragraph 3.04(b)(2) of Article SEVENTH from the New Income 
Fund's   Articles   of  Incorporation  and  subparagraph  (iii)  of  Paragraph 
3.04(b)(2)  of  Article  SEVENTH  from  the  Prime  Reserve Fund's Articles of 
Incorporation  regarding the policy on pricing securities in their portfolios. 
The  manner  in which the Fund prices its securities is currently set forth in 
the  Fund's  Statement  of  Additional  Information  and  the Fund's policy on 
pricing  securities  is  not  required  to  be  included  in  its  Articles of 
Incorporation.  The  purpose  of the proposed amendment is to provide the Fund 
with  greater  flexibility to respond to regulatory and market developments in 
pricing  its  securities,  should the need arise. Although there is no current 
intention  to  change  the manner in which the Fund's portfolio securities are 
priced, the proposal, if adopted, would allow the Fund's Board of Directors to 
make  changes  in  the  Fund's  policy on pricing, in a manner consistent with 
applicable  law,  without  seeking further shareholder approval. The Board has 
directed  that  the  proposal  be  submitted  to  shareholders for approval or 
disapproval.                                                                   
    The  Fund's  policy  on  pricing  securities  as stated in the Articles of 
Incorporation is as follows:                                                   
                                                                               
    NEW INCOME FUND                                                            
                                                                               
    "Article SEVENTH                                                           
    (2) Valuation  of  Assets. The value of such assets is to be determined as 
        follows:                                                               
        (iii) Securities  Listed  or  Dealt in on New York Stock Exchange. The 
        value  of  any  security  listed  or  dealt in upon the New York Stock 
        Exchange   and  not  subject  to  restrictions  against  sale  by  the 
        Corporation  on  such  Exchange shall be determined as of the close of 
        trading  by  taking  the  last  sale price on the date as of which net 
        asset  value  is  being  determined,  all  as reported by any means in 
        common  use.  Lacking any sales, the value shall be deemed to be such, 
        not higher than the closing asked price and not lower than the closing 
        bid  price  therefor  on  such  date, as the Board of Directors or its 
        delegate may from time to time determine. When an appraisal is made as 
        part  of  a  determination  other than as of the close of trading, the 
        latest available quotations (i.e., last sale on that day or latest bid 
        and  asked  if  no  sale  on  that  day)  shall  be used. The Board of 
        Directors  may  by  resolution  permit quotations on an exchange other 
        than the New York Stock Exchange or over-the-counter rather than stock 
        exchange  quotations  to  be  used  when  they  appear to the Board of 
        Directors  or  its  delegate to reflect more closely the fair value of 
        any particular security in the portfolio and may authorize adjustments 
        to  be  made  in applying any market quotation in order to reflect the 
        size  of  the  Corporation's  holding  of the particular security, the 
        relation  to  such  size of the volume of trading on which such market 
        quotation is based and other similar factors.                          
        (iv) Securities  Listed  on Other Exchanges. The value of any security 
        listed or dealt in on one or more securities exchanges, but not on the 
        New  York Stock Exchange, and not subject to restrictions against sale 
        by the Corporation on such exchanges, shall be determined as nearly as 
        possible  in  the manner described in the preceding subparagraph, with 
        reference  to  the  quotations on the exchange that, in the opinion of 
        the  Board  of Directors or its delegate, best reflects the fair value 
        of the security.                                                       
        (v) Unlisted  Securities  and  Other  Property. The value of any other 
        property,  the  valuation of which is not provided for above, shall be 
        its  fair  market  value  as determined in such manner as the Board of 
        Directors shall from time to time prescribe by resolution."            
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    PRIME RESERVE FUND                                                         
    "Article SEVENTH                                                           
    (2) Valuation  of  Assets. The value of such assets is to be determined as 
        follows:                                                               
        (iii) Securities.  The short-term money market securities in which the 
        Fund  invests  are  traded  primarily  in the over-the-counter market. 
        Securities  for  which  representative  market  quotations are readily 
        available  are valued at the most recent bid price or yield equivalent 
        as  quoted by one or more dealers who make markets in such securities. 
        Other  securities are appraised at values deemed best to reflect their 
        fair  value as determined in good faith by or under the supervision of 
        officers   of  the  Fund  specifically  authorized  by  the  Board  of 
        Directors."                                                            
                                                                               
    The Board of Directors recommends that these provisions of the Articles of 
Incorporation  be  deleted and that the Fund's policy on pricing securities be 
described only in the Fund's Statement of Additional Information.              
    The Board of Directors recommends that shareholders vote FOR the proposal. 
                                                                               
INVESTMENT MANAGER                                                             
                                                                               
    The  Fund's  investment  manager is T. Rowe Price, a Maryland corporation, 
100  East  Pratt  Street,  Baltimore,  Maryland 21202. The principal executive 
officer  of  T.  Rowe  Price  is  George J. Collins, who together with Messrs. 
Hoffman  and  Riepe,  Thomas  H. Broadus, Jr., James E. Halbkat, Jr., Henry H. 
Hopkins,  George  A.  Roche, John W. Rosenblum, Robert L. Strickland, M. David 
Testa,  and Philip C. Walsh, constitute its Board of Directors. The address of 
each  of  these  persons,  with  the  exception of Messrs. Halbkat, Rosenblum, 
Strickland  and  Walsh,  is  100 East Pratt Street, Baltimore, Maryland 21202, 
and,  with the exception of Messrs. Halbkat, Rosenblum, Strickland, and Walsh, 
all  are  employed  by T. Rowe Price. Mr. Halbkat is President of U.S. Monitor 
Corporation,  a  provider  of  public response systems, P.O. Box 23109, Hilton 
Head  Island,  South  Carolina 29925. Mr. Rosenblum, whose address is P.O. Box 
6550,  Charlottesville,  Virginia 22906, is the Tayloe Murphy Professor at the 
University   of  Virginia,  and  a  director  of:  Chesapeake  Corporation,  a 
manufacturer  of  paper  products;  Cadmus Communications Corp., a provider of 
printing  and  communication  services; Comdial Corporation, a manufacturer of 
telephone  systems  for  businesses;  and  Cone  Mills Corporation, a textiles 
producer.  Mr. Strickland is Chairman of Lowe's Companies, Inc., a retailer of 
specialty home supplies, 604 Two Piedmont Plaza Building, Winston-Salem, North 
Carolina  27104.  Mr.  Walsh, whose address is Blue Mill Road, Morristown, New 
Jersey  07960,  is  a  consultant  to Cyprus Amax Minerals Company, Englewood, 
Colorado,  and  a  director  of  Piedmont  Mining  Company,  Charlotte,  North 
Carolina.                                                                      
    The  officers  of  the  Funds  (other  than the nominees for reelection as 
directors) and their positions with T. Rowe Price are as follows:              
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                                                                               
                                                                        
                                                                      
- - - ------------------------------------------------------------------------------------------------------- 
Officer                         Position with Fund                  Position with Manager               
- - - ------------------------------------------------------------------------------------------------------- 
                                                                                               
Patrice L. Berchtenbreiter*     Vice President                      Vice President                      
Paul W. Boltz*                  Vice President                      Vice President                      
Catherine H. Bray**             Vice President                      Vice President                      
Andrew M. Brooks**              Vice President                      Vice President                      
Robert P. Campbell+             Executive Vice President            Vice President                      
Michael J. Conelius***          Vice President                      Assistant Vice President            
Christy M. DiPietro++           Vice President                      Vice President                      
Henry H. Hopkins                Vice President                      Managing Director                   
Veena A. Kutler++               President                           Vice President                      
Heather R. Landon!              Executive Vice President            Vice President                      
James M. McDonald!!             Executive Vice President            Vice President                      
Edmund M. Notzon!               Vice President                      Vice President                      
Joan R. Potee@                  Vice President                      Vice President                      
Robert M. Rubino+               Vice President                      Vice President                      
Hubert M. Stiles, Jr.**         Vice President                      Vice President                      
Jay W. VanErt**                 Vice President                      Vice President                      
Mark J. Vaselkiv**              Vice President                      Vice President                      
Edward A. Wiese@@               President                           Vice President                      
Thea N. Williams**              Vice President                      Vice President                      
Lenora V. Hornung               Secretary                           Vice President                      
Carmen F. Deyesu                Treasurer                           Vice President                      
David S. Middleton              Controller                          Vice President                      
Roger L. Fiery                  Assistant Vice President            Vice President                      
Edward T. Schneider             Assistant Vice President            Assistant Vice President            
Ingrid I. Vordemberge           Assistant Vice President            Employee                            
                                                                               
<FN>                                                                           
*      Ms. Berchtenbreiter and Mr. Boltz are Vice Presidents of the Prime Reserve Fund only.         
**     Mmes. Bray and Williams and Messrs. Brooks, Stiles, VanErt, and Vaselkiv are Vice Presidents  
       of the High Yield Fund only.                                                                  
***    Mr. Conelius is a Vice President of the Adjustable Rate and Prime Reserve Funds and an        
       Assistant Vice President of the High Yield Fund only.                                         
+      Mr. Campbell is an Executive Vice President of the Prime Reserve Fund and a Vice President    
       of the New Income and Short-Term Bond Funds. Mr. Campbell's date of birth is January 31,      
       1956, and he has been employed by T. Rowe Price since July 30, 1990. Mr. Rubino is a Vice     
       President of the New Income, Prime Reserve and Short-Term Bond Funds only.                    
++     Ms. Kutler is the President of the Short-Term Bond Fund and a Vice President of the           
       Adjustable Rate Fund. Ms. Kutler's date of birth is December 22, 1956, and she has been       
       employed by T. Rowe Price since November 23, 1987. Ms. DiPietro is a Vice President of the    
       Short-Term Bond Fund only.                                                                    
!      Ms. Landon is an Executive Vice President of the Adjustable Rate Fund and a Vice President    
       of the New Income Fund. Ms. Landon's date of birth is July 8, 1954, and she has been          
       employed by T. Rowe Price since August 27, 1979. Mr. Notzon is a Vice President of the        
       Adjustable Rate and New Income Funds only.                                                    
!!     Mr. McDonald is an Executive Vice President of the Prime Reserve Fund, a Vice President of    
       the Adjustable Rate, High Yield, New Income and Short-Term Bond Funds, and an Assistant Vice  
       President of the High Yield Fund. Mr. McDonald's date of birth is September 29, 1949, and he  
       has been employed by T. Rowe Price since September 18, 1976.                                  
@      Ms. Potee is a Vice President of the New Income and Prime Reserve Funds only.                 
@@     Mr. Wiese is the President of the Prime Reserve Fund and a Vice President of the Short-Term   
       Bond Fund. Mr. Wiese's date of birth is April 12, 1959, and he has been employed by T. Rowe   
       Price since June 25, 1984.                                                                    
                                                                       
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  Funds  have  an  Underwriting Agreement with T. Rowe Price Investment 
Services,  Inc.  ("Investment  Services"), a Transfer Agency Agreement with T. 
Rowe  Price  Services,  Inc. ("Price Services"), and an Agreement with T. Rowe 
Price  Retirement  Plan  Services,  Inc.  ("Retirement  Services"),  which are 
wholly-owned  subsidiaries  of  T.  Rowe Price. In addition, the Funds have an 
Agreement  with  T.  Rowe  Price to perform fund accounting services. James S. 
Riepe,  a  Director and Vice President of the Adjustable Rate, High Yield, New 
Income  and  Short-Term  Bond  Funds and a Vice President of the Prime Reserve 
Fund,  is  Chairman of the Board of Price Services and Retirement Services and 
President  and  Director  of  Investment  Services.  Henry  H. Hopkins, a Vice 
President  of  each  Fund, is a Vice President and Director of both Investment 
Services  and  Price  Services  and  a  Vice President of Retirement Services. 
Edward  T.  Schneider,  an  Assistant  Vice  President of each Fund, is a Vice 
President  of  Price Services. Certain officers of the Funds own shares of the 
common stock of T. Rowe Price, its only class of securities.                   
    The  following information pertains to transactions involving common stock 
of  T. Rowe Price, par value $.20 per share ("Stock"), during the period March 
1,  1993  through  February  28,  1994.  There were no transactions during the 
period  by  any director or officer of the Fund, or any director or officer of 
T.  Rowe Price which involved more than 1% of the outstanding Stock of T. Rowe 
Price.  These  transactions  did  not involve, and should not be mistaken for, 
transactions in the stock of the Fund.                                         
    During  the  period,  the  holders of certain options purchased a total of 
371,535  shares  of  common  stock  at varying prices from $0.67 to $18.75 per 
share.  Pursuant to the terms of T. Rowe Price's Employee Stock Purchase Plan, 
eligible  employees  of  T.  Rowe  Price  and  its  subsidiaries  purchased an 
aggregate of 95,380 shares at fair market value. Such shares were purchased in 
the open market during this period for employees' accounts.                    
    The  Company's  Board  of  Directors  has  approved  the purchase of up to 
2,200,000  shares  of  its common stock in the open market. During the period, 
the Company purchased 110,000 common shares under this plan, leaving 1,402,000 
shares authorized for future repurchase at February 28, 1994.                  
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    During  the  period,  T.  Rowe Price issued 1,154,000 common stock options 
with an exercise price of $28.13 per share to certain employees under terms of 
the 1990 and 1993 Stock Incentive Plans.                                       
    An  audited consolidated balance sheet of T. Rowe Price as of December 31, 
1993, is included in this Proxy Statement.                                     
                                                                               
INVESTMENT MANAGEMENT AGREEMENT                                                
                                                                               
    T.  Rowe Price serves as investment manager to the Funds pursuant to their 
respective  Investment  Management Agreements (each the "Management Agreement" 
and  collectively  the  "Management  Agreements").  The  date  of  each Fund's 
Management  Agreement  and  the  date it was approved by the respective Fund's 
shareholders is as follows:                                                    
                                                                               
                       Date of               Shareholder                       
                       Management            Approval                          
 Fund                  Agreement             Date                              
 --------------------- --------------------- ---------------------             
 Adjustable Rate       July 1, 1992          June 11, 1992                     
 High Yield            July 1, 1987          June 10, 1987                     
 New Income            July 1, 1987          June 10, 1987                     
 Prime Reserve         July 1, 1987          June 9, 1987                      
 Short-Term Bond       July 1, 1991          June 13, 1991                     
                                                                               
By  their  terms, the Management Agreements will, continue in effect from year 
to  year  as  long  as  they  are  approved  annually  by each Fund's Board of 
Directors,  (at a meeting called for that purpose) or by vote of a majority of 
each  Fund's  outstanding  shares.  In  either case, renewal of the Management 
Agreements  must  be  approved  by  a  majority  of  each  Fund's  independent 
directors.  On March 1, 1994, the directors of each Fund, including all of the 
independent  directors,  voted  to  extend  the  Management  Agreements for an 
additional  period  of one year, commencing May 1, 1994, and terminating April 
30,  1995. Each Management Agreement is subject to termination by either party 
without  penalty  on  60  days' written notice to the other and will terminate 
automatically in the event of assignment.                                      
    Under  each  Management  Agreement,  T. Rowe Price provides each Fund with 
discretionary  investment services. Specifically, T. Rowe Price is responsible 
for  supervising and directing the investments of each Fund in accordance with 
the  Funds'  investment  objectives, programs, and restrictions as provided in 
their  prospectuses and Statements of Additional Information. T. Rowe Price is 
also  responsible  for  effecting all securities transactions on behalf of the 
Funds,  including  the  negotiation  of  commissions  and  the  allocation  of 
principal  business and portfolio brokerage. In addition to these services, T. 
Rowe  Price provides the Funds with certain corporate administrative services, 
including: maintaining each Fund's corporate existence, corporate records, and 
registering   and  qualifying  Fund  shares  under  federal  and  state  laws; 
monitoring  the  financial,  accounting,  and  administrative functions of the 
Funds; maintaining liaison with the agents employed by the Funds, such as each 
Fund's  custodian  and transfer agent; assisting the Funds in the coordination 
of  such agents' activities; and permitting T. Rowe Price's employees to serve 
as officers, directors, and committee members of the Funds without cost to the 
Fund.                                                                          
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    Each  Fund's  Management  Agreement  also provides that T. Rowe Price, its 
directors,  officers, employees, and certain other persons performing specific 
functions  for  the  Fund will only be liable to the Fund for losses resulting 
from  willful  misfeasance, bad faith, gross negligence, or reckless disregard 
of duty.                                                                       
    The Management Agreement provides that each Fund will bear all expenses of 
its  operations  not  specifically  assumed  by  T.  Rowe  Price.  However, in 
compliance  with  certain  state regulations, T. Rowe Price will reimburse the 
Funds   for   any   expenses  (excluding  interest,  taxes,  brokerage,  other 
expenditures  which  are  capitalized  in  accordance  with generally accepted 
accounting  principles,  and  extraordinary expenses) which in any year exceed 
the  limits  prescribed  by any state in which the Funds' shares are qualified 
for  sale. Presently, the most restrictive expense ratio limitation imposed by 
any  state  is  2.5%  of the first $30 million of the Fund's average daily net 
assets,  2%  of the next $70 million of such assets, and 1.5% of net assets in 
excess  of  $100  million.  For  the  purpose of determining whether a Fund is 
entitled  to  reimbursement,  the  expenses  of  the  Fund are calculated on a 
monthly  basis.  If  the  Fund  is  entitled  to  reimbursement,  that month's 
management  fee  will  be reduced or postponed, with any adjustment made after 
the end of the year.                                                           
    For  its  services  to  each  Fund under the Management Agreement, T. Rowe 
Price  is paid a management fee ("Management Fee") consisting of two elements: 
a  "group"  fee  ("Group  Fee") and an "individual" fund fee ("Individual Fund 
Fee").  The Group Fee varies and is based on the combined net assets of all of 
the  T.  Rowe  Price  Funds  distributed by T. Rowe Price Investment Services, 
Inc.,  other than institutional or "private label" products. For this purpose, 
the  T.  Rowe  Price  Funds include all Funds managed and sponsored by T. Rowe 
Price  as  well  as  those  Funds  managed and sponsored by Rowe Price-Fleming 
International, Inc. Each Fund pays, as its portion of the Group Fee, an amount 
equal  to the ratio of its daily net assets to the daily net assets of all the 
T.  Rowe  Price  Funds. At February 28, 1994, the Group Fee was 0.34% based on 
combined  T.  Rowe  Price  Funds'  assets  of  approximately $36.1 billion. In 
addition, each Fund pays a flat Individual Fund Fee based on the net assets of 
each Fund. The following table lists each Fund's individual fee, combined fee, 
net assets and management fee paid to T. Rowe Price, at February 28, 1994.     
                                                                               
                    Individual    Combined         Net         Management    
Fund                   Fee          Fee           Assets           Fee       
- - - ------------------ ------------ ------------ ---------------- -------------  
Adjustable Rate       0.10%        0.44%       $  225,154,000   $   526,000  
High Yield            0.30%        0.64%        1,623,770,000    10,554,000  
New Income            0.15%        0.49%        1,457,959,000     7,750,000  
Prime Reserve         0.05%        0.39%        3,378,976,000    13,617,000  
Short-Term Bond       0.10%        0.44%          668,066,000     2,873,000  
                                                                               
    The  following  chart shows the ratio of operating expenses to average net 
assets  of  the  following Funds for the fiscal years ended February 28, 1994, 
February 28, 1993 and February 29, 1992.                                       
                                                                               
Fund                         1994             1993             1992          
- - - ----------------             -----            -----            -----         
High Yield                   0.85%            0.89%            0.97%         
New Income                   0.82%            0.84%            0.87%         
Prime Reserve                0.74%            0.75%            0.78%         
Short-Term Bond              0.74%            0.76%            0.88%         
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
ADJUSTABLE RATE FUND                                                           
                                                                               
    Effective  July 1, 1992, T. Rowe Price agreed to bear any expenses through 
June  30,  1993  which would cause the Fund's ratio of expenses to average net 
assets to exceed 0.40%. Effective July 1, 1993, T. Rowe Price agreed to extend 
the  Fund's  0.40%  expense  limitation  for  a  period  of six months through 
December 31, 1993. Effective January 1, 1994, T. Rowe Price agreed to bear any 
expenses  through May 31, 1996, which would cause the Fund's ratio of expenses 
to average net assets to exceed 0.70%.                                         
    The  0.70%  expense  limitation  will  be phased in beginning with a 0.40% 
limitation  on  January 1, 1994; 0.50% on March 1, 1994; 0.60% on September 1, 
1994;  and  0.70%  on  March  1,  1995.  Expenses  paid  or assumed under each 
agreement  are  subject to reimbursement to T. Rowe Price by the Fund whenever 
the  Fund's  expense  ratio  is below 0.40% (for the first two agreements) and 
0.70%  (for the third agreement); however, no reimbursement will be made after 
June  30,  1995  (for  the first agreement), December 31, 1995 (for the second 
agreement), or May 31, 1998 (for the third agreement) or if it would result in 
the  expense  ratio  exceeding  0.40% (for the first two agreements) and 0.70% 
(for  the  third  agreement).  Pursuant  to  the  present  expense limitation, 
$938,000  of  management  fees were not accrued by the Fund for the year ended 
February 28, 1994.                                                             
    The  Fund's Management Agreement also provides that one or more additional 
expense  limitation  periods  (of  the  same or different time periods) may be 
implemented  after  the expiration of the current expense limitation, and that 
with  respect to any such additional limitation period, the Fund may reimburse 
T.  Rowe  Price,  provided  the  reimbursement  does  not result in the Fund's 
aggregate expenses exceeding the additional expense limitation.                
                                                                               
PORTFOLIO TRANSACTIONS                                                         
                                                                               
    In the following discussion "the Fund" is intended to refer to each Fund.  
                                                                               
INVESTMENT OR BROKERAGE DISCRETION                                             
                                                                               
    Decisions with respect to the purchase and sale of portfolio securities on 
behalf  of  the  Fund  are  made  by  T.  Rowe  Price.  T.  Rowe Price is also 
responsible  for  implementing  these  decisions, including the negotiation of 
commissions  and the allocation of portfolio brokerage and principal business. 
The  Fund's purchases and sales of portfolio securities are normally done on a 
principal  basis  and do not involve the payment of a commission although they 
may  involve  the  designation  of  selling  concessions.  That  part  of  the 
discussion  below  relating solely to brokerage commissions would not normally 
apply to the Fund. However, it is included because T. Rowe Price does manage a 
significant  number  of  common  stock  portfolios  which  do engage in agency 
transactions  and  pay  commissions  and  because  some  research and services 
resulting from the payment of such commissions may benefit the Fund.           
                                                                               
HOW BROKERS AND DEALERS ARE SELECTED                                           
                                                                               
    FIXED INCOME SECURITIES                                                    
                                                                               
    Fixed  income  securities  are  generally  purchased  from the issuer or a 
primary  market-maker  acting  as principal for the securities on a net basis, 
with  no  brokerage  commission  being  paid by the client, although the price 
usually  includes  an  undisclosed  compensation.  Transactions placed through 
dealers  serving  as  primary market-makers reflect the spread between the bid 
and asked prices. Securities may also be purchased from underwriters at prices 
which include underwriting fees.                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    T. Rowe Price may effect principal transactions on behalf of the Fund with 
a broker or dealer who furnishes brokerage and/or research services, designate 
any  such  broker or dealer to receive selling concessions, discounts or other 
allowances,  or  otherwise  deal  with any such broker or dealer in connection 
with the acquisition of securities in underwritings. T. Rowe Price may receive 
brokerage  and research services in connection with such designations in fixed 
priced underwritings.                                                          
    In  purchasing  and selling the Fund's portfolio securities, it is T. Rowe 
Price's  policy  to  obtain  quality  execution  at  the most favorable prices 
through   responsible   brokers  and  dealers  and,  in  the  case  of  agency 
transactions  (in  which  the  Fund does not generally engage), at competitive 
commission  rates.  However, under certain conditions, the Fund may pay higher 
brokerage  commissions  in  return  for  brokerage  and  research services. In 
selecting   broker-dealers  to  execute  the  Fund's  portfolio  transactions, 
consideration  is given to such factors as the price of the security, the rate 
of  the  commission,  the  size  and difficulty of the order, the reliability, 
integrity, financial condition, general execution and operational capabilities 
of competing brokers and dealers, and brokerage and research services provided 
by  them.  It  is not the policy of T. Rowe Price to seek the lowest available 
commission rate where it is believed that a broker or dealer charging a higher 
commission  rate  would  offer  greater reliability or provide better price or 
execution.                                                                     
                                                                               
HOW   EVALUATIONS   ARE  MADE  OF  THE  OVERALL  REASONABLENESS  OF  BROKERAGE 
COMMISSIONS PAID                                                               
                                                                               
    On  a  continuing  basis,  T. Rowe Price seeks to determine what levels of 
commission  rates  are reasonable in the marketplace for transactions executed 
on  behalf  of the Fund. In evaluating the reasonableness of commission rates, 
T.  Rowe  Price  considers:  (a)  historical commission rates, both before and 
since  rates  have  been fully negotiable; (b) rates which other institutional 
investors  are paying, based on available public information; (c) rates quoted 
by  brokers and dealers; (d) the size of a particular transaction, in terms of 
the  number  of shares, dollar amount, and number of clients involved; (e) the 
complexity  of  a  particular  transaction  in  terms  of  both  execution and 
settlement;  (f)  the  level  and type of business done with a particular firm 
over  a  period  of time; and (g) the extent to which the broker or dealer has 
capital at risk in the transaction.                                            
                                                                               
DESCRIPTION OF RESEARCH SERVICES RECEIVED FROM BROKERS AND DEALERS             
                                                                               
    T.  Rowe Price receives a wide range of research services from brokers and 
dealers. These services include information on the economy, industries, groups 
of  securities,  individual companies, statistical information, accounting and 
tax  law interpretations, political developments, legal developments affecting 
portfolio securities, technical market action, pricing and appraisal services, 
credit  analysis, risk measurement analysis, performance analysis and analysis 
of  corporate  responsibility issues. These services provide both domestic and 
international  perspective.  Research  services  are received primarily in the 
form  of  written reports, computer generated services, telephone contacts and 
personal  meetings  with  security analysts. In addition, such services may be 
provided  in  the  form  of  meetings  arranged  with  corporate  and industry 
spokespersons,  economists,  academicians  and  government representatives. In 
some  cases, research services are generated by third parties but are provided 
to T. Rowe Price by or through broker-dealers.                                 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    Research services received from brokers and dealers are supplemental to T. 
Rowe  Price's  own research effort and, when utilized, are subject to internal 
analysis  before  being  incorporated  by  T.  Rowe  Price into its investment 
process.  As a practical matter, it would not be possible for T. Rowe Price to 
generate  all of the information presently provided by brokers and dealers. T. 
Rowe  Price  pays  cash  for  certain research services received from external 
sources.  T.  Rowe  Price also allocates brokerage for research services which 
are  available  for  cash.  While  receipt of research services from brokerage 
firms has not reduced T. Rowe Price's normal research activities, the expenses 
of  T.  Rowe  Price  could be materially increased if it attempted to generate 
such additional information through its own staff. To the extent that research 
services  of  value  are  provided by brokers or dealers, T. Rowe Price may be 
relieved of expenses which it might otherwise bear.                            
    T.  Rowe Price has a policy of not allocating brokerage business in return 
for  products  or  services  other  than  brokerage  or  research services. In 
accordance with the provisions of Section 28(e) of the Securities Exchange Act 
of  1934,  T.  Rowe  Price may from time to time receive services and products 
which  serve  both research and non-research functions. In such event, T. Rowe 
Price  makes  a  good  faith  determination  of  the  anticipated research and 
non-research  use  of the product or service and allocates brokerage only with 
respect to the research component.                                             
                                                                               
COMMISSIONS TO BROKERS WHO FURNISH RESEARCH SERVICES                           
                                                                               
    With  regard  to  the  payment of brokerage commissions, T. Rowe Price has 
adopted  a brokerage allocation policy embodying the concepts of Section 28(e) 
of the Securities Exchange Act of 1934, which permits an investment adviser to 
cause  an account to pay commission rates in excess of those another broker or 
dealer  would  have charged for effecting the same transaction, if the adviser 
determines in good faith that the commission paid is reasonable in relation to 
the  value  of the brokerage and research services provided. The determination 
may  be  viewed  in terms of either the particular transaction involved or the 
overall  responsibilities  of  the  adviser  with respect to the accounts over 
which  it  exercises  investment  discretion. Accordingly, while T. Rowe Price 
cannot  readily  determine  the  extent  to  which commission rates charged by 
broker-dealers  reflect  the  value  of their research services, T. Rowe Price 
would expect to assess the reasonableness of commissions in light of the total 
brokerage and research services provided by each particular broker.            
                                                                               
INTERNAL ALLOCATION PROCEDURES                                                 
                                                                               
    T.  Rowe  Price  has  a  policy  of not precommitting a specific amount of 
business  to any broker or dealer over any specific time period. Historically, 
the  majority  of  brokerage  placement  has been determined by the needs of a 
specific  transaction such as market-making, availability of a buyer or seller 
of  a  particular  security, or specialized execution skills. However, T. Rowe 
Price does have an internal brokerage allocation procedure for that portion of 
its  discretionary  client  brokerage  or  selling  concessions business where 
special  needs  do  not  exist,  or  where the business may be allocated among 
several  brokers  or  dealers  which  are  able  to  meet  the  needs  of  the 
transaction.                                                                   
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    Each  year,  T.  Rowe Price assesses the contribution of the brokerage and 
research  services provided by brokers and dealers, and attempts to allocate a 
portion  of its brokerage and selling concession business in response to these 
assessments. Research analysts, counselors, various investment committees, and 
the  Trading  Department  each  seek  to  evaluate  the brokerage and research 
services  they  receive  from brokers and dealers and make judgments as to the 
level  of  business  which would recognize such services. In addition, brokers 
and  dealers  sometimes suggest a level of business they would like to receive 
in return for the various brokerage and research services they provide. Actual 
business  received  by any firm may be less than the suggested allocations but 
can,  and  often  does,  exceed the suggestions, because the total business is 
allocated  on  the basis of all the considerations described above. In no case 
is  a  broker  or  dealer  excluded from receiving business from T. Rowe Price 
because it has not been identified as providing research services.             
                                                                               
MISCELLANEOUS                                                                  
                                                                               
    T. Rowe Price's brokerage allocation policy is consistently applied to all 
its  fully  discretionary  accounts, which represent a substantial majority of 
all  assets  under  management. Research services furnished by brokers through 
which  T.  Rowe Price effects securities transactions may be used in servicing 
all   accounts  (including  non-Fund  accounts)  managed  by  T.  Rowe  Price. 
Conversely, research services received from brokers which execute transactions 
for  the  Fund  are  not  necessarily  used  by  T.  Rowe Price exclusively in 
connection with the management of the Fund.                                    
    From time to time, orders for clients may be placed through a computerized 
transaction network.                                                           
    The  Fund  does not allocate business to any broker-dealer on the basis of 
its   sales   of   the  Fund's  shares.  However,  this  does  not  mean  that 
broker-dealers  who  purchase  Fund  shares for their clients will not receive 
business from the Fund.                                                        
    Some  of  T.  Rowe  Price's  other  clients have investment objectives and 
programs  similar  to  those  of the Fund. T. Rowe Price may occasionally make 
recommendations  to  other clients which result in their purchasing or selling 
securities  simultaneously  with  the  Fund.  As  a  result,  the  demand  for 
securities  being  purchased  or  the  supply  of  securities  being  sold may 
increase,  and  this  could  have  an  adverse  effect  on  the price of those 
securities.  It is T. Rowe Price's policy not to favor one client over another 
in  making  recommendations  or  in  placing  orders. T. Rowe Price frequently 
follows the practice of grouping orders of various clients for execution which 
generally  results in lower commission rates being attained. In certain cases, 
where  the  aggregate order is executed in a series of transactions at various 
prices on a given day, each participating client's proportionate share of such 
order  reflects  the  average price paid or received with respect to the total 
order.  T. Rowe Price has established a general investment policy that it will 
ordinarily  not  make  additional purchases of a common stock of a company for 
its  clients  (including  the  T.  Rowe  Price  Funds) if, as a result of such 
purchases,  10%  or more of the outstanding common stock of such company would 
be held by its clients in the aggregate.                                       
    To  the  extent  possible, T. Rowe Price intends to recapture solicitation 
fees  paid  in  connection with tender offers through T. Rowe Price Investment 
Services,  Inc.,  the  Fund's  distributor. At the present time, T. Rowe Price 
does  not  recapture  commissions  or  underwriting discounts or selling group 
concessions  in  connection  with  taxable securities acquired in underwritten 
offerings.  T.  Rowe  Price does, however, attempt to negotiate elimination of 
all or a portion of the selling-group concession or underwriting discount when 
purchasing  tax-exempt  municipal  securities  on  behalf  of  its  clients in 
underwritten offerings.                                                        
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
TRANSACTIONS  WITH  RELATED  BROKERS  AND DEALERS (ALL FUNDS EXCEPT ADJUSTABLE 
RATE AND PRIME RESERVE FUNDS)                                                  
                                                                               
    As provided in the Investment Management Agreement between the Fund and T. 
Rowe  Price,  T.  Rowe Price is responsible not only for making decisions with 
respect  to the purchase and sale of the Fund's portfolio securities, but also 
for implementing these decisions, including the negotiation of commissions and 
the  allocation  of portfolio brokerage and principal business. It is expected 
that T. Rowe Price may place orders for the Fund's portfolio transactions with 
broker-dealers  through the same trading desk T. Rowe Price uses for portfolio 
transactions  in  domestic  securities.  The trading desk accesses brokers and 
dealers in various markets in which the Fund's foreign securities are located. 
These  brokers  and  dealers  may include certain affiliates of Robert Fleming 
Holdings Limited ("Robert Fleming Holdings") and Jardine Fleming Group Limited 
("JFG"), persons indirectly related to T. Rowe Price. Robert Fleming Holdings, 
through  Copthall Overseas Limited, a wholly-owned subsidiary, owns 25% of the 
common stock of Rowe Price-Fleming International, Inc. ("RPFI"), an investment 
adviser registered under the Investment Advisers Act of 1940. Fifty percent of 
the  common  stock  of  RPFI  is  owned  by  TRP Finance, Inc., a wholly-owned 
subsidiary of T. Rowe Price, and the remaining 25% is owned by Jardine Fleming 
Holdings  Limited,  a  subsidiary  of  JFG. JFG is 50% owned by Robert Fleming 
Holdings  and  50%  owned by Jardine Matheson Holdings Limited. Orders for the 
Fund's  portfolio  transactions  placed  with  affiliates  of  Robert  Fleming 
Holdings and JFG will result in commissions being received by such affiliates. 
    The Board of Directors of the Fund has authorized T. Rowe Price to utilize 
certain  affiliates  of  Robert  Fleming  Holdings  and JFG in the capacity of 
broker  in connection with the execution of the Fund's portfolio transactions. 
These affiliates include, but are not limited to, Jardine Fleming (Securities) 
Limited  ("JFS"),  a  wholly-owned  subsidiary  of  JFG,  Robert Fleming & Co. 
Limited  ("RF&Co."),  Jardine Fleming Australia Securities Limited, and Robert 
Fleming,  Inc. (a New York brokerage firm). Other affiliates of Robert Fleming 
Holdings  and  JFG  also  may  be  used. Although it does not believe that the 
Fund's use of these brokers would be subject to Section 17(e) of the 1940 Act, 
the Board of Directors of the Fund has agreed that the procedures set forth in 
Rule 17e-1 under that Act will be followed when using such brokers.            
                                                                               
OTHER                                                                          
                                                                               
    The  Funds  engaged  in portfolio transactions involving broker-dealers in 
the  following  amounts for the fiscal years ended February 28, 1994, February 
28, 1993 and February 29, 1992:                                                
                                                                               
Fund                        1994             1993            1992        
- - - -----------------      ---------------  ---------------  --------------- 
Adjustable Rate        $   793,565,000  $ 1,876,498,000  $   427,475,000 
High Yield              18,554,222,000   16,168,606,000    6,702,967,000 
New Income              20,265,475,000   15,193,999,000    6,648,064,000 
Prime Reserve           29,024,172,000   36,478,989,000   29,975,769,000 
Short-Term Bond          4,266,837,000    5,805,958,000    5,534,535,000 
                                                                               
    The   entire   amount  for  each  of  these  years  represented  principal 
transactions  as  to which the Adjustable Rate and Prime Reserve Funds have no 
knowledge  of  the profits or losses realized by the respective broker-dealers 
for  the  fiscal years ended February 28, 1994, February 28, 1993 and February 
29,  1992.  With  respect  to  the  High Yield, New Income and Short-Term Bond 
Funds,  the  following amounts consisted of principal transactions as to which 
the  Funds  have  no  knowledge  of  the  profits  or  losses  realized by the 
respective  broker-dealers  for  the  fiscal  years  ended  February 28, 1994, 
February 28, 1993 and February 29, 1992:                                       
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
Fund                      1994             1993             1992             
- - - ------------------------- ---------------- ---------------- ---------------- 
High Yield                 $17,956,306,000  $15,737,460,000   $6,682,140,000 
New Income                  20,206,382,000   15,189,019,000    6,518,595,000 
Short-Term Bond              4,266,837,000                0    5,034,535,000 
                                                                               
    The  following  amounts  involved  trades with brokers acting as agents or 
underwriters  for  the fiscal years ended February 28, 1994, February 28, 1993 
and February 29, 1992:                                                         
                                                                               
Fund                         1994           1993           1992                
- - - ---------------------------- -------------- -------------- ----------------    
High Yield                     $597,916,000   $431,146,000      $20,827,000    
New Income                       59,093,000      4,980,000      129,469,000    
Short-Term Bond                           0              0        5,000,000    
                                                                               
    The  amounts  shown below involved trades with brokers acting as agents or 
underwriters,  in  which  such  brokers  received total commissions, including 
discounts received in connection with underwritings for the fiscal years ended 
February 28, 1994, February 28, 1993 and February 29, 1992:                    
                                                                               
Fund                           1994             1993             1992       
- - - ----------------            -----------       ----------       --------     
High Yield                  $16,730,000       $3,661,000       $201,000     
New Income                      169,000           20,000        402,000     
Short-Term Bond                       0                0         15,000     
                                                                               
    The  percentage  of  total portfolio transactions, placed with firms which 
provided  research,  statistical,  or  other  services  to  T.  Rowe  Price in 
connection  with  the  management of the Funds, or in some cases, to the Funds 
for  the  fiscal years ended February 28, 1994, February 28, 1993 and February 
29, 1992, are shown below:                                                     
                                                                               
Fund                            1994        1993        1992                   
- - - ---------------------------- ----------- ----------- -----------               
Adjustable Rate                 100%         94%        100%                   
High Yield                       70%         70%         59%                   
New Income                       61%         61%         87%                   
Prime Reserve                    87%         81%         76%                   
Short-Term Bond                  61%         84%         79%                   
                                                                               
    The  portfolio turnover rates for the following Funds for the fiscal years 
ended  February  28,  1994,  February  28,  1993  and February 29, 1992 are as 
follows:                                                                       
                                                                               
Fund                            1994        1993        1992                   
- - - ---------------------------- ----------- ----------- -----------               
Adjustable Rate                 70.4%      110.8%       98.4%                  
High Yield                     107.0%      104.4%       58.9%                  
New Income                      58.3%       85.8%       49.7%                  
Short-Term Bond                 90.8%       68.4%      380.7%                  
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
OTHER BUSINESS                                                                 
                                                                               
    The  management  of  each  Fund  knows of no other business which may come 
before  the meeting. However, if any additional matters are properly presented 
at  the  meeting, it is intended that the persons named in the enclosed proxy, 
or  their  substitutes, will vote such proxy in accordance with their judgment 
on such matters.                                                               
                                                                               
GENERAL INFORMATION                                                            
                                                                               
    The  number  of outstanding shares, the number of shares registered to the 
T.  Rowe Price Trust Company, and the percentage of those shares registered to 
the  T.  Rowe  Price  Trust Company as Trustee for participants in the T. Rowe 
Price  Funds  Retirement  Plan  for  Self-Employed  (Keogh),  as  Trustee  for 
participants   in   T.  Rowe  Price  Funds  401(k)  plans,  as  Custodian  for 
participants  in  the T. Rowe Price Funds Individual Retirement Account (IRA), 
as Custodian for participants in various 403(b)(7) plans, and as Custodian for 
various  Profit Sharing and Money Purchase plans for each Fund, as of February 
28, 1994, are shown below.                                                     
                                                                               
                                            Shares               Percent       
                                          Registered           Representing    
                       Shares          to T. Rowe Price        Outstanding     
      Fund          Outstanding          Trust Company            Shares       
- - - ---------------- ------------------ ----------------------- ------------------ 
Adjustable Rate        47,373,000            9,208,060             19.4        
High Yield            177,392,000           48,150,870             23.7        
New Income            159,860,000           45,312,965             28.2        
Prime Reserve       3,384,443,000          905,131,023             26.7        
Short-Term Bond       133,552,000           34,413,959             25.8        
                                                                               
The  T.  Rowe Price Trust Company has no beneficial interest in such accounts, 
nor in any other account for which it may serve as trustee or custodian.       
    At  February  28,  1994,  approximately 5,250,340, 651,425, and 11,238,984 
shares  of  the  outstanding  stock  of  the  High Yield, New Income and Prime 
Reserve Funds, respectively, representing approximately 3.0%, 0.41% and 0.33%, 
respectively,  were  owned  by various counsel clients of T. Rowe Price, as to 
which  T.  Rowe Price has discretionary authority. Accordingly such shares are 
deemed to be owned beneficially by T. Rowe Price only for the limited purposes 
as  that  term  is  defined in Rule 13d-3 under the Securities Exchange Act of 
1934.  T.  Rowe Price disclaims actual beneficial ownership of such shares. In 
addition,  as of February 28, 1994, a wholly-owned subsidiary of T. Rowe Price 
owned  directly  230,088, 130,781, 18,222, 106,319 and 4,284,314 shares of the 
outstanding  stock  of  the  Adjustable  Rate,  High  Yield, New Income, Prime 
Reserve  and  Short-Term  Bond Funds, respectively, representing approximately 
0.49%,  0.07%,  0.01%, .003% and 3.21%, respectively. As of February 28, 1994, 
T.  Rowe  Price  owned  712,713  shares  of the outstanding stock of the Prime 
Reserve  Fund representing approximately 0.02%. In addition as of February 28, 
1994,  Yachtcrew  &  Co.,  FBO  Spectrum Income Account, State Street Bank and 
Trust   Co.,  1776  Heritage  Drive-4W,  North  Quincy,  MA  02171-2101  owned 
beneficially  14,753,293,  12,227,925  and 7,444,297 shares of the High Yield, 
New Income and Short-Term Bond Funds, respectively, representing approximately 
8.3%, 7.6% and 5.6%, respectively.                                             
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
    The  following  chart  indicates  the number of shares beneficially owned, 
directly  or  indirectly,  by the officers and directors of each Fund, and the 
percentage this ownership represents of each Fund's outstanding shares.        
                                                                               
                                  Shares                                       
                               Beneficially         % Ownership of             
                              Owned Directly          Outstanding              
Fund                           or Indirectly            Shares                 
- - - ------------------------   --------------------   --------------------         
Adjustable Rate                       36,065             0.08             
High Yield                           181,079             0.10             
New Income                            70,890             0.04             
Prime Reserve                      3,912,500             0.12             
Short-Term Bond                      463,862             0.35             
                                                                               
The  ownership  of  the  officers  and  directors reflects their proportionate 
interests,  if  any,  in 18,179, 9,776, 1,598, 8,973 and 328,176 shares of the 
Adjustable  Rate,  High  Yield, New Income, Prime Reserve, and Short-Term Bond 
Funds,  respectively,  which are owned by a wholly-owned subsidiary of T. Rowe 
Price  and  their  interests  in  14,101, 90,158, 48,461, 2,631,168 and 81,056 
shares,  respectively,  owned  by  the  T.  Rowe Price Associates, Inc. Profit 
Sharing Trust.                                                                 
    A  copy  of the Annual Report of each Fund for the year ended February 28, 
1994,  including  financial  statements,  has  been  mailed to shareholders of 
record  at  the  close  of  business  on  that  date and to persons who became 
shareholders of record between that time and the close of business on April 8, 
1994,  the  record  date  for  the  determination  of the shareholders who are 
entitled to be notified of and to vote at the meeting.                         
                                                                               
ANNUAL MEETINGS                                                                
                                                                               
    Under  Maryland  General Corporation Law, any corporation registered under 
the  1940  Act  is not required to hold an annual meeting in any year in which 
the  1940  Act  does  not  require  action  by shareholders on the election of 
directors. The Board of Directors of each Fund has determined that in order to 
avoid  the  significant  expense  associated  with  holding  annual  meetings, 
including  legal,  accounting, printing and mailing fees incurred in preparing 
proxy  materials,  each  Fund  will  take  advantage  of  these  Maryland  law 
provisions. Accordingly, no annual meetings shall be held in any year in which 
a  meeting  is  not  otherwise  required  to  be  held by the 1940 Act for the 
election  of Directors unless the Board of Directors otherwise determines that 
there  should  be an annual meeting. However, special meetings will be held in 
accordance  with  applicable  law or when otherwise determined by the Board of 
Directors. Each Fund's By-Laws reflect this policy.                            
                                                                               
SHAREHOLDER PROPOSALS                                                          
                                                                               
    If  a shareholder wishes to present a proposal to be included in the Proxy 
Statement  for  the next Annual Meeting, and if such Annual Meeting is held in 
June,  1995,  such  proposal  must be submitted in writing and received by the 
Corporation's Secretary at its Baltimore office prior to December 26, 1994.    
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
FINANCIAL STATEMENT OF INVESTMENT MANAGER                                      
                                                                               
    The  audited  consolidated balance sheet of T. Rowe Price which follows is 
required  by  the  1940 Act, and should not be confused with, or mistaken for, 
the  financial  statements  of  T.  Rowe Price Adjustable Rate U.S. Government 
Fund,  Inc.,  T.  Rowe  Price  High Yield Fund, Inc., T. Rowe Price New Income 
Fund,  Inc.,  T.  Rowe  Price  Prime  Reserve  Fund,  Inc.  and  T. Rowe Price 
Short-Term  Bond Fund, Inc., which are set forth in the Annual Report for each 
Fund.                                                                          
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                        T. ROWE PRICE ASSOCIATES, INC.                         
                                                                               
                          CONSOLIDATED BALANCE SHEET                           
                                                                               
                              DECEMBER 31, 1993                                
                                (in thousands)                                 
                                                                               
ASSETS                                                                         
Cash and cash equivalents ...................................      $ 46,218    
Accounts receivable .........................................        43,102    
Investments in sponsored mutual funds                                          
  Short-term bond and money market mutual funds held                           
    as trading securities ...................................        27,647    
  Other funds held as available-for-sale securities .........        69,423    
Partnership and other investments ...........................        19,606    
Property and equipment ......................................        39,828    
Goodwill and deferred expenses ..............................         9,773    
Other assets ................................................         7,803    
                                                              -------------    
                                                                   $263,400    
                                                              -------------    
                                                              -------------    
LIABILITIES AND STOCKHOLDERS' EQUITY                                           
Liabilities                                                                    
  Accounts payable and accrued expenses .....................      $ 15,111    
  Accrued retirement and other compensation costs ...........        19,844    
  Income taxes payable ......................................         5,097    
  Dividends payable .........................................         3,784    
  Debt ......................................................        12,915    
  Deferred revenues .........................................         1,548    
  Minority interests in consolidated subsidiaries ...........         9,148    
                                                              -------------    
      Total liabilities .....................................        67,447    
                                                              -------------    
                                                                               
Commitments and contingent liabilities                                         
                                                                               
Stockholders' equity                                                           
  Common stock, $.20 par value--authorized 48,000,000 shares;                  
    issued and outstanding 29,095,039 shares ................         5,819    
  Capital in excess of par value ............................         1,197    
  Unrealized security holding gains .........................         5,345    
  Retained earnings .........................................       183,592    
                                                              -------------    
      Total stockholders' equity ............................       195,953    
                                                              -------------    
                                                                   $263,400    
                                                              -------------    
                                                              -------------    
                                                                               
The accompanying notes are an integral part of the consolidated balance sheet. 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                        T. ROWE PRICE ASSOCIATES, INC.                         
                                                                               
                  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                   
                                                                               
T.  Rowe  Price  Associates,  Inc.  and  its  consolidated  subsidiaries  (the 
"Company")   provide   investment  advisory  and  administrative  services  to 
sponsored  mutual  funds  and  investment products, and to private accounts of 
other institutional and individual investors.                                  
                                                                               
BASIS OF PREPARATION                                                           
                                                                               
The  Company's  financial statements are prepared in accordance with generally 
accepted accounting principles.                                                
                                                                               
PRINCIPLES OF CONSOLIDATION                                                    
                                                                               
The  consolidated  financial  statements  include the accounts of all majority 
owned  subsidiaries  and, by virtue of the Company's controlling interest, its 
50%-owned  subsidiary,  Rowe  Price-Fleming  International, Inc. ("RPFI"). All 
material intercompany accounts are eliminated in consolidation.                
                                                                               
CASH EQUIVALENTS                                                               
                                                                               
For  purposes  of  financial statement disclosure, cash equivalents consist of 
all  short-term,  highly  liquid  investments  including  certain money market 
mutual funds and all overnight commercial paper investments. The cost of these 
investments is equivalent to fair value.                                       
                                                                               
INVESTMENTS IN SPONSORED MUTUAL FUNDS                                          
                                                                               
On  December  31,  1993, the Company adopted Statement of Financial Accounting 
Standards  ("SFAS")  No.  115, "Accounting for Certain Investments in Debt and 
Equity  Securities,"  which  requires  the  Company  to  state its mutual fund 
investments  at  fair  value  and to classify these holdings as either trading 
(held  for  only  a  short  period  of time) or available-for-sale securities. 
Unrealized holding gains on available-for-sale securities at December 31, 1993 
are   reported   net  of  income  tax  effects  in  a  separate  component  of 
stockholders' equity.                                                          
                                                                               
CONCENTRATION OF CREDIT RISK                                                   
                                                                               
Financial  instruments  which potentially expose the Company to concentrations 
of  credit risk as defined by SFAS No. 105 consist primarily of investments in 
sponsored  money  market and bond mutual funds and accounts receivable. Credit 
risk  is  believed  to  be  minimal  in that counterparties to these financial 
instruments have substantial assets including the diversified portfolios under 
management by the Company which aggregate $54.4 billion at December 31, 1993.  
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                        T. ROWE PRICE ASSOCIATES, INC.                         
                                                                               
            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)             
                                                                               
PARTNERSHIP AND OTHER INVESTMENTS                                              
                                                                               
The  Company  invests  in  various  partnerships  and ventures including those 
sponsored  by  the  Company.  These  investments which hold equity securities, 
venture  capital  investments,  debt  securities and real estate are stated at 
cost  adjusted  for  the  Company's  share  of  the  earnings or losses of the 
investees  subsequent to the date of investment. Because the majority of these 
entities  carry  their  investments at fair value and include unrealized gains 
and  losses in their reported earnings, the Company's carrying value for these 
investments approximates fair value.                                           
                                                                               
PROPERTY AND EQUIPMENT                                                         
                                                                               
Property  and  equipment is stated at cost net of accumulated depreciation and 
amortization   computed   using   the  straight-line  method.  Provisions  for 
depreciation  and  amortization  are  based  on the following estimated useful 
lives:   computer   and  communications  equipment  and  furniture  and  other 
equipment,  3  to  7 years; building, 40 years; leased land, the 50-year lease 
term;  and  leasehold  improvements,  the shorter of their useful lives or the 
remainder of the lease term.                                                   
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                        T. ROWE PRICE ASSOCIATES, INC.                         
                                                                               
                     NOTES TO CONSOLIDATED BALANCE SHEET                       
                                                                               
NOTE 1--INVESTMENTS IN SPONSORED MUTUAL FUNDS                                  
                                                                               
Investments  in  sponsored  money market mutual funds, which are classified as 
cash  equivalents  in  the  accompanying  consolidated  financial  statements, 
aggregate $45,272,000 at December 31, 1993.                                    
    The   Company's   investments   in   sponsored   mutual   funds   held  as 
available-for-sale at December 31, 1993 (in thousands) includes:               
                                                                               
                                                      Gross                  
                                                 unrealized        Aggregate 
                                 Aggregate          holding             fair 
                                      cost            gains            value 
                          ---------------- ---------------- ---------------- 
  Stock funds ...........          $34,990           $7,025          $42,015 
  Bond funds ............           26,190            1,218           27,408 
                          ---------------- ---------------- ---------------- 
    Total ...............          $61,180           $8,243          $69,423 
                          ---------------- ---------------- ---------------- 
                          ---------------- ---------------- ---------------- 
                                                                               
    The  Company  provides  investment advisory and administrative services to 
the  T.  Rowe  Price  family  of mutual funds which had aggregate assets under 
management at December 31, 1993 of $34.7 billion. All services rendered by the 
Company  are  provided  under  contracts  that  set  forth  the services to be 
provided  and  the fees to be charged. These contracts are subject to periodic 
review  and  approval  by  each  of  the  funds' boards of directors and, with 
respect  to  investment  advisory  contracts, also by the funds' shareholders. 
Services rendered to the funds accounted for 71% of 1993 revenues.             
    Accounts receivable from the sponsored mutual funds aggregated $21,741,000 
at December 31, 1993.                                                          
                                                                               
NOTE 2--PROPERTY AND EQUIPMENT                                                 
                                                                               
Property and equipment at December 31, 1993 (in thousands) consists of:        
                                                                               
 Computer and communications equipment ..........             $31,431          
 Building and leased land .......................              19,756          
 Furniture and other equipment ..................              13,889          
 Leasehold improvements .........................               4,691          
                                                 ---------------------         
                                                               69,767         
 Accumulated depreciation and amortization ......             (29,939)        
                                                 ---------------------         
                                                              $39,828          
                                                 ---------------------         
                                                 ---------------------         
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                        T. ROWE PRICE ASSOCIATES, INC.                         
                                                                               
               NOTES TO CONSOLIDATED BALANCE SHEET (CONTINUED)                 
                                                                               
NOTE 3--GOODWILL AND DEFERRED EXPENSES                                         
                                                                               
On September 2, 1992, the Company acquired an investment management subsidiary 
of  USF&G  Corporation  and combined six USF&G mutual funds with aggregate net 
assets  of  $.5  billion  into  the  T.  Rowe Price family of funds. The total 
transaction  cost  which  has  been  recognized  using  the purchase method of 
accounting  was  approximately  $11,024,000,  including goodwill of $8,139,000 
which is being amortized over 11 years using the straight-line method. Prepaid 
non-compete  and  transition services agreements totaling $2,500,000 are being 
amortized over their three-year life. Accumulated amortization at December 31, 
1993 aggregates $2,216,000.                                                    
    Goodwill  of  $1,980,000  from  an  earlier corporate acquisition is being 
amortized   over   40   years  using  the  straight-line  method.  Accumulated 
amortization was $1,039,000 at December 31, 1993.                              
                                                                               
NOTE 4--DEBT                                                                   
                                                                               
In  June  1991, the Company completed the long-term financing arrangements for 
its  administrative  services  facility.  Terms  of  the  $13,500,000  secured 
promissory  note with Confederation Life Insurance Company include an interest 
rate  of  9.77%, monthly principal and interest payments totaling $128,000 for 
10  years,  and  a final principal payment of $9,845,000 in 2001. A prepayment 
option  is  available  under  the terms of the note; however, the payment of a 
substantial  premium  would  have been required to retire the debt at December 
31,  1993.  Related  debt  issuance costs of $436,000 are included in deferred 
expenses  and  are  being  amortized  over  the life of the loan to produce an 
effective annual interest rate of 10.14%.                                      
    The  outstanding  principal  balance  for  this  note  was  $12,904,000 at 
December 31, 1993. A fair value of $16,030,000 was estimated based on the cost 
of  risk-free  assets  that  could be acquired to extinguish the obligation at 
December 31, 1993.                                                             
    A  maximum  of  $20,000,000  is available to the Company under unused bank 
lines of credit at December 31, 1993.                                          
                                                                               
NOTE 5--INCOME TAXES                                                           
                                                                               
Deferred  income  taxes  arise  from  differences  between  taxable income for 
financial  statement  and  income tax return purposes and are calculated using 
the  liability  method  prescribed  by  SFAS  No.  109, "Accounting for Income 
Taxes."                                                                        
    The  net  deferred  tax  liability  of $2,596,000 included in income taxes 
payable  at  December  31,  1993 consists of total deferred tax liabilities of 
$5,609,000   and  total  deferred  tax  assets  of  $3,013,000.  Deferred  tax 
liabilities  include  $2,898,000  arising  from  unrealized  holding  gains on 
available-for-sale  securities,  $1,353,000  arising  from  unrealized capital 
gains  allocated from the Company's partnership investments, and $677,000 from 
differences  in  the  recognition of depreciation expense. Deferred tax assets 
include  $1,100,000  from  differences  in the recognition of the costs of the 
defined benefit retirement plan and postretirement benefits.                   
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                        T. ROWE PRICE ASSOCIATES, INC.                         
                                                                               
               NOTES TO CONSOLIDATED BALANCE SHEET (CONTINUED)                 
                                                                               
NOTE 6--COMMON STOCK AND EMPLOYEE STOCK INCENTIVE PLANS                        
                                                                               
SHARES AUTHORIZED                                                              
                                                                               
At  December  31,  1993,  the  Company  had  reserved  8,151,315 shares of its 
unissued  common  stock  for  issuance  upon the exercise of stock options and 
420,000 shares for issuance under an employee stock purchase plan.             
                                                                               
SHARE REPURCHASES                                                              
                                                                               
The Company's board of directors has authorized the future repurchase of up to 
1,432,000 common shares at December 31, 1993.                                  
                                                                               
EXECUTIVE STOCK                                                                
                                                                               
At  December 31, 1993, there were outstanding 1,226,540 shares of common stock 
("Executive Stock") which were sold to certain officers of the Company in 1982 
at  a discount. These shares are subject to restrictions which require payment 
of the discount of $.32 per share to the Company at the earlier of the sale of 
such stock or termination of employment.                                       
                                                                               
STOCK INCENTIVE PLANS                                                          
                                                                               
The  following  table  summarizes  the status of noncompensatory stock options 
granted at market value to certain officers and directors of the Company.      
                                                                               
                                                                        
                                                                      
                                                OPTIONS                             OPTIONS                     
            UNEXERCISED        OPTIONS          GRANTED         UNEXERCISED       EXERCISABLE                   
  YEAR      OPTIONS AT        EXERCISED        (CANCELED)       OPTIONS AT            AT                        
   OF      DECEMBER 31,         DURING           DURING        DECEMBER 31,      DECEMBER 31,        EXERCISE   
 GRANT         1992              1993             1993             1993              1993             PRICE     
- - - --------   -------------      ----------       ------------     -------------    --------------     -----------  
                                                                                       
1983-4           53,000         (30,600)               --            22,400            22,400       $.67 & $.75  
 1987           309,410         (68,064)               --           241,346           241,346      $5.38 & $9.38 
 1988           359,000         (66,586)               --           292,414           292,414          $7.94     
 1989           632,280         (46,288)          (5,600)           580,392           312,404          $11.38    
 1990           681,500         (83,387)         (11,800)           586,313           141,313      $7.19 & $8.50 
 1991           811,450         (37,000)         (14,000)           760,450           283,450          $17.00    
 1992           926,000         (11,600)         (27,400)           887,000           168,600          $18.75    
 1993                --               --       1,154,000          1,154,000                --          $28.13    
          -------------   --------------   --------------    --------------    --------------                
              3,772,640        (343,525)       1,095,200          4,524,315         1,461,927                
          -------------   --------------   --------------    --------------    --------------                
          -------------   --------------   --------------    --------------    --------------                
                                                                       
                                                                               
The  right to exercise stock options generally vests over the five-year period 
following  the  grant.  After the tenth year following the grant, the right to 
exercise the related stock options lapses and the options are canceled.        
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                        T. ROWE PRICE ASSOCIATES, INC.                         
                                                                               
               NOTES TO CONSOLIDATED BALANCE SHEET (CONTINUED)                 
                                                                               
NOTE 7--EMPLOYEE RETIREMENT PLANS                                              
                                                                               
The   Company   sponsors   two   defined   contribution  retirement  plans:  a 
profit-sharing plan based on participant compensation and a 401(k) plan.       
    The Company also has a defined benefit plan covering those employees whose 
annual  base  salaries  do  not  exceed  a specified salary limit. Participant 
benefits  are  based  on  the  final  month's  base  pay  and years of service 
subsequent  to  January 1, 1987. The Company's funding policy is to contribute 
annually  the  maximum  amount  that  can  be  deducted for federal income tax 
purposes.  The  following  table  sets  forth the plan's funded status and the 
amounts  recognized in the Company's consolidated balance sheet (in thousands) 
at December 31, 1993.                                                          
                                                                               
Actuarial present value of                                                     
  Accumulated benefit obligation for service rendered                          
    Vested ..................................................  $  780
    Non-vested ..............................................   1,362
                                                               ------  
    Total ...................................................   2,142
  Obligation attributable to estimated future                                  
    compensation increases ..................................   2,594
                                                               ------
  Projected benefit obligation ..............................   4,736
Plan assets held in sponsored mutual funds, at fair value ...   2,594
                                                               ------  
Projected benefit obligation in excess of plan assets .......   2,142
Unrecognized loss from decreases in discount rate ...........     407
                                                               ------  
Accrued retirement costs ....................................  $1,735
                                                               ------  
                                                               ------  
                                                                               
Discount rate used in determining actuarial present values ..   6.40%
                                                               ------  
                                                               ------  
                                                                               
NOTE 8--COMMITMENTS AND CONTINGENT LIABILITIES                                 
                                                                               
The Company is a minority partner in the joint venture which owns the land and 
building  in  which  the  Company leases its corporate offices. Future minimum 
rental payments under the Company's lease agreement are $3,110,000 in 1994 and 
1995, $3,220,000 in 1996, $3,769,000 in 1997 and 1998, and $33,755,000 in 1999 
through 2006.                                                                  
    The   Company   leases   office   facilities  and  equipment  under  other 
noncancelable  operating  leases.  Future  minimum rental payments under these 
leases  aggregate  $4,621,000 in 1994, $4,123,000 in 1995, $1,776,000 in 1996, 
$1,259,000 in 1997, $696,000 in 1998, and $4,806,000 in later years.           
    At December 31, 1993, the Company had outstanding commitments to invest an 
additional $6,757,000 in various investment partnerships and ventures.         
    The  Company  has  contingent  obligations  at  December  31, 1993 under a 
$500,000  direct  pay  letter  of  credit  expiring  not later than 1999 and a 
$780,000 standby letter of credit which is renewable annually.                 
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                        T. ROWE PRICE ASSOCIATES, INC.                         
                                                                               
               NOTES TO CONSOLIDATED BALANCE SHEET (CONTINUED)                 
                                                                               
NOTE 8--COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)                     
                                                                               
    Consolidated   stockholders'   equity   at   December  31,  1993  includes 
$32,635,000  which  is  restricted  as  to  use  under various regulations and 
agreements  to  which  the  Company  and  its  subsidiaries are subject in the 
ordinary course of business.                                                   
    From  time  to  time, the Company is a party to various employment-related 
claims,  including  claims  of discrimination, before federal, state and local 
administrative  agencies  and  courts.  The  Company vigorously defends itself 
against  these  claims.  In the opinion of management, after consultation with 
counsel,  it is unlikely that any adverse determination in one or more pending 
employment-related  claims  would  have  a  material  adverse  effect  on  the 
Company's financial position.                                                  
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                      REPORT OF INDEPENDENT ACCOUNTANTS                        
                                                                               
To the Stockholders and Board of Directors                                     
of T. Rowe Price Associates, Inc.                                              
                                                                               
                                                                               
                                                                               
In  our  opinion, the accompanying consolidated balance sheet presents fairly, 
in  all material respects, the financial position of T. Rowe Price Associates, 
Inc.  and  its  subsidiaries at December 31, 1993 in conformity with generally 
accepted accounting principles. This financial statement is the responsibility 
of  the  Company's  management; our responsibility is to express an opinion on 
this  financial  statement  based  on  our  audit.  We  conducted our audit in 
accordance  with  generally  accepted auditing standards which require that we 
plan  and  perform  the audit to obtain reasonable assurance about whether the 
financial  statements  are  free  of  material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures in 
the  financial  statements,  assessing  the  accounting  principles  used  and 
significant estimates made by management, and evaluating the overall financial 
statement  presentation. We believe that our audit provides a reasonable basis 
for the opinion expressed above.                                               
                                                                               
                                                                               
                                                                               
PRICE WATERHOUSE                                                               
                                                                               
                                                                               
Baltimore, Maryland                                                            
January 25, 1994                                                               
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                                                       PROXY 
- - - ------------------------------------------------------------------------------ 
     INSTRUCTIONS:                                                             
1.   Cast  your vote by checking the appropriate boxes on the reverse side. If 
     you do not check a box, your vote will be cast FOR that proposal.         
2.   Sign and date the card below.                                             
3.   Please  return  the  signed card promptly using the enclosed postage paid 
     envelope, even if you will be attending the meeting.                      
4.   Please do not enclose checks or any other correspondence.                 
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.                       
                                              MEETING: 10:30 A.M. EASTERN TIME 
                                                                               
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                    
                                                                               
The  undersigned hereby appoints James S. Riepe and Peter VanDyke, as proxies, 
each  with  the power to appoint his substitute, and hereby authorizes them to 
represent  and  to vote, as designated below, all shares of stock of the Fund, 
which   the  undersigned  is  entitled  to  vote  at  the  Annual  Meeting  of 
Shareholders  to  be  held  on  Wednesday, June 8, 1994, at the time indicated 
above,  at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland 
21202,  and  at  any and all adjournments thereof, with respect to the matters 
set  forth  below  and  described  in  the  Notice of Annual Meeting and Proxy 
Statement dated April 22, 1994, receipt of which is hereby acknowledged.       
                                                                               
                                      Please  sign  exactly  as  name appears. 
                                      Only authorized officers should sign for 
                                      corporations.  For information as to the 
                                      voting  of stock registered in more than 
                                      one  name,  see  page 3 of the Notice of 
                                      Annual Meeting and Proxy Statement.      
                                      Dated: -------------------------- , 1994 
                                      ---------------------------------------- 
                                      ---------------------------------------- 
                                                    Signature(s)               
                                              CUSIP#77954D105/fund#069         
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                 WE NEED YOUR PROXY VOTE BEFORE JUNE 8, 1994 
- - - ------------------------------------------------------------------------------ 
Please refer to the Proxy Statement discussion of each of these matters.       
THIS  PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN 
BY  THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL 
PROPOSALS.                                                                     
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
1.  Election of directors. FOR all nominees         WITHHOLD AUTHORITY  1.     
                           listed below (except     to vote for all nominees   
                           as marked to the         listed below               
                           contrary)                                           
                                                                               
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A 
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)                            
  Robert P. Black  Calvin W. Burnett  George J. Collins  Anthony W. Deering    
    F. Pierce Linaweaver  James S. Riepe  John G. Schreiber  Peter VanDyke     
                            Anne Marie Whittemore                              
                                                                               
                                                                               
2.  Approve changes to the   FOR EACH POLICY       AGAINST      ABSTAIN  2.    
    Fund's fundamental       LISTED BELOW (except  ALL          ALL            
    policies.                as marked to the                                  
                             contrary)                                         
                                                                               
IF  YOU  DO  NOT WISH TO APPROVE A POLICY CHANGE, PLEASE CHECK THE APPROPRIATE 
BOX BELOW:                                                                     
(A) Borrowing       (D) Real Estate     (H) Commodities and                    
                                            Futures                            
(B) Lending         (E) Senior          (I) Equity                             
                        Securities          Securities                         
(C) Purchasing on   (F) Industry                                               
    Margin              Concentration                                          
                                                                               
3.  Ratify the selection of Coopers & Lybrand as independent accountants.      
                                                 FOR    AGAINST    ABSTAIN  3. 
                                                                               
I authorize the Proxies, in their discretion, to vote upon such other business 
as may properly come before the meeting.                                       
                                                                               
                                                      CUSIP#77954D105/fund#069 
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                                                       PROXY 
- - - ------------------------------------------------------------------------------ 
     INSTRUCTIONS:                                                             
1.   Cast  your vote by checking the appropriate boxes on the reverse side. If 
     you do not check a box, your vote will be cast FOR that proposal.         
2.   Sign and date the card below.                                             
3.   Please  return  the  signed card promptly using the enclosed postage paid 
     envelope, even if you will be attending the meeting.                      
4.   Please do not enclose checks or any other correspondence.                 
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
T. ROWE PRICE HIGH YIELD FUND, INC.           MEETING: 10:30 A.M. EASTERN TIME 
                                                                               
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                    
                                                                               
The  undersigned  hereby  appoints  James  S. Riepe and Richard S. Swingle, as 
proxies,  each with the power to appoint his substitute, and hereby authorizes 
them to represent and to vote, as designated below, all shares of stock of the 
Fund,  which  the  undersigned  is  entitled  to vote at the Annual Meeting of 
Shareholders  to  be  held  on  Wednesday, June 8, 1994, at the time indicated 
above,  at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland 
21202,  and  at  any and all adjournments thereof, with respect to the matters 
set  forth  below  and  described  in  the  Notice of Annual Meeting and Proxy 
Statement dated April 22, 1994, receipt of which is hereby acknowledged.       
                                                                               
                                      Please  sign  exactly  as  name appears. 
                                      Only authorized officers should sign for 
                                      corporations.  For information as to the 
                                      voting  of stock registered in more than 
                                      one  name,  see  page 3 of the Notice of 
                                      Annual Meeting and Proxy Statement.      
                                      Dated: -------------------------- , 1994 
                                      ---------------------------------------- 
                                      ---------------------------------------- 
                                                    Signature(s)               
                                              CUSIP#741841105/fund#057         
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                 WE NEED YOUR PROXY VOTE BEFORE JUNE 8, 1994 
- - - ------------------------------------------------------------------------------ 
Please refer to the Proxy Statement discussion of each of these matters.       
THIS  PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN 
BY  THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL 
PROPOSALS.                                                                     
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
1.  Election of directors. FOR all nominees         WITHHOLD AUTHORITY  1.     
                           listed below (except     to vote for all nominees   
                           as marked to the         listed below               
                           contrary)                                           
                                                                               
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A 
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)                            
  Robert P. Black  Calvin W. Burnett  George J. Collins  Anthony W. Deering    
 F. Pierce Linaweaver  James S. Riepe  John G. Schreiber  Richard S. Swingle   
                            Anne Marie Whittemore                              
                                                                               
                                                                               
2.  Approve changes to the   FOR EACH POLICY       AGAINST      ABSTAIN  2.    
    Fund's fundamental       LISTED BELOW (except  ALL          ALL            
    policies.                as marked to the                                  
                             contrary)                                         
                                                                               
IF  YOU  DO  NOT WISH TO APPROVE A POLICY CHANGE, PLEASE CHECK THE APPROPRIATE 
BOX BELOW:                                                                     
(A) Borrowing       (F) Industry        (L) Voting          (Q) Ownership of   
                        Concentration       Securities          Securities     
(B) Lending         (G) Pledging Assets (M) Control         (R) Illiquid       
                                                                Securities     
(C) Purchasing on   (H) Commodities and (N) Investment      (S) Unseasoned     
    Margin              Futures             Companies           Issuers        
(D) Real Estate     (I) Equity          (O) Oil and Gas                        
                        Securities                                             
(E) Senior          (K) Single Issuer   (P) Options                            
    Securities                                                                 
                                                                               
3.  Ratify the selection of Price Waterhouse as independent accountants.       
                                                 FOR    AGAINST    ABSTAIN  3. 
                                                                               
I authorize the Proxies, in their discretion, to vote upon such other business 
as may properly come before the meeting.                                       
                                                                               
                                                      CUSIP#741841105/fund#057 
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                                                       PROXY 
- - - ------------------------------------------------------------------------------ 
     INSTRUCTIONS:                                                             
1.   Cast  your vote by checking the appropriate boxes on the reverse side. If 
     you do not check a box, your vote will be cast FOR that proposal.         
2.   Sign and date the card below.                                             
3.   Please  return  the  signed card promptly using the enclosed postage paid 
     envelope, even if you will be attending the meeting.                      
4.   Please do not enclose checks or any other correspondence.                 
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
T. ROWE PRICE NEW INCOME FUND, INC.           MEETING: 10:30 A.M. EASTERN TIME 
                                                                               
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                    
                                                                               
The  undersigned  hereby  appoints  James  S.  Riepe  and Charles P. Smith, as 
proxies,  each with the power to appoint his substitute, and hereby authorizes 
them to represent and to vote, as designated below, all shares of stock of the 
Fund,  which  the  undersigned  is  entitled  to vote at the Annual Meeting of 
Shareholders  to  be  held  on  Wednesday, June 8, 1994, at the time indicated 
above,  at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland 
21202,  and  at  any and all adjournments thereof, with respect to the matters 
set  forth  below  and  described  in  the  Notice of Annual Meeting and Proxy 
Statement dated April 22, 1994, receipt of which is hereby acknowledged.       
                                                                               
                                      Please  sign  exactly  as  name appears. 
                                      Only authorized officers should sign for 
                                      corporations.  For information as to the 
                                      voting  of stock registered in more than 
                                      one  name,  see  page 3 of the Notice of 
                                      Annual Meeting and Proxy Statement.      
                                      Dated: -------------------------- , 1994 
                                      ---------------------------------------- 
                                      ---------------------------------------- 
                                                    Signature(s)               
                                              CUSIP#779570100fund#043          
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                 WE NEED YOUR PROXY VOTE BEFORE JUNE 8, 1994 
- - - ------------------------------------------------------------------------------ 
Please refer to the Proxy Statement discussion of each of these matters.       
THIS  PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN 
BY  THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL 
PROPOSALS.                                                                     
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
1.  Election of directors. FOR all nominees         WITHHOLD AUTHORITY  1.     
                           listed below (except     to vote for all nominees   
                           as marked to the         listed below               
                           contrary)                                           
                                                                               
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A 
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)                            
  Robert P. Black  Calvin W. Burnett  George J. Collins  Anthony W. Deering    
  Carter O. Hoffman  F. Pierce Linaweaver  James S. Riepe  John G. Schreiber   
                   Charles P. Smith  Anne Marie Whittemore                     
                                                                               
                                                                               
2.  Approve changes to the   FOR EACH POLICY       AGAINST      ABSTAIN  2.    
    Fund's fundamental       LISTED BELOW (except  ALL          ALL            
    policies.                as marked to the                                  
                             contrary)                                         
                                                                               
IF  YOU  DO  NOT WISH TO APPROVE A POLICY CHANGE, PLEASE CHECK THE APPROPRIATE 
BOX BELOW:                                                                     
(A) Borrowing       (D) Real Estate     (G) Pledging Assets                    
(B) Lending         (E) Senior          (H) Commodities and                    
                        Securities          Futures                            
(C) Purchasing on   (F) Industry        (J) Short Sales                        
    Margin              Concentration                                          
                                                                               
3.  Ratify the selection of Price Waterhouse as independent accountants.       
                                                 FOR    AGAINST    ABSTAIN  3. 
                                                                               
4.  Amend Articles of Incorporation to delete policy on pricing securities.    
                                                 FOR    AGAINST    ABSTAIN  4. 
                                                                               
I authorize the Proxies, in their discretion, to vote upon such other business 
as may properly come before the meeting.                                       
                                                                               
                                                      CUSIP#779570100/fund#043 
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                                                       PROXY 
- - - ------------------------------------------------------------------------------ 
     INSTRUCTIONS:                                                             
1.   Cast  your vote by checking the appropriate boxes on the reverse side. If 
     you do not check a box, your vote will be cast FOR that proposal.         
2.   Sign and date the card below.                                             
3.   Please  return  the  signed card promptly using the enclosed postage paid 
     envelope, even if you will be attending the meeting.                      
4.   Please do not enclose checks or any other correspondence.                 
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
T. ROWE PRICE PRIME RESERVE FUND, INC.        MEETING: 10:30 A.M. EASTERN TIME 
                                                                               
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                    
                                                                               
The  undersigned  hereby  appoints George J. Collins and Carter O. Hoffman, as 
proxies,  each with the power to appoint his substitute, and hereby authorizes 
them to represent and to vote, as designated below, all shares of stock of the 
Fund,  which  the  undersigned  is  entitled  to vote at the Annual Meeting of 
Shareholders  to  be  held  on  Wednesday, June 8, 1994, at the time indicated 
above,  at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland 
21202,  and  at  any and all adjournments thereof, with respect to the matters 
set  forth  below  and  described  in  the  Notice of Annual Meeting and Proxy 
Statement dated April 22, 1994, receipt of which is hereby acknowledged.       
                                                                               
                                      Please  sign  exactly  as  name appears. 
                                      Only authorized officers should sign for 
                                      corporations.  For information as to the 
                                      voting  of stock registered in more than 
                                      one  name,  see  page 3 of the Notice of 
                                      Annual Meeting and Proxy Statement.      
                                      Dated: -------------------------- , 1994 
                                      ---------------------------------------- 
                                      ---------------------------------------- 
                                                    Signature(s)               
                                              CUSIP#779573104fund#044          
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                 WE NEED YOUR PROXY VOTE BEFORE JUNE 8, 1994 
- - - ------------------------------------------------------------------------------ 
Please refer to the Proxy Statement discussion of each of these matters.       
THIS  PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN 
BY  THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL 
PROPOSALS.                                                                     
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
1.  Election of directors. FOR all nominees         WITHHOLD AUTHORITY  1.     
                           listed below (except     to vote for all nominees   
                           as marked to the         listed below               
                           contrary)                                           
                                                                               
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A 
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)                            
  Robert P. Black  Calvin W. Burnett  George J. Collins  Anthony W. Deering    
  Carter O. Hoffman  F. Pierce Linaweaver  James S. Riepe  John G. Schreiber   
                            Anne Marie Whittemore                              
                                                                               
                                                                               
2.  Approve changes to the   FOR EACH POLICY       AGAINST      ABSTAIN  2.    
    Fund's fundamental       LISTED BELOW (except  ALL          ALL            
    policies.                as marked to the                                  
                             contrary)                                         
                                                                               
IF  YOU  DO  NOT WISH TO APPROVE A POLICY CHANGE, PLEASE CHECK THE APPROPRIATE 
BOX BELOW:                                                                     
(A) Borrowing       (F) Industry        (L) Voting          (P) Options        
                        Concentration       Securities                         
(B) Lending         (G) Pledging Assets (M) Control         (Q) Ownership of   
                                                                Securities     
(C) Purchasing on   (I) Equity          (N) Investment      (R) Illiquid       
    Margin              Securities          Companies           Securities     
(D) Real Estate     (K) Single Issuer   (O) Oil and Gas     (S) Unseasoned     
                                                                Issuers        
(E) Senior                                                                     
    Securities                                                                 
                                                                               
3.  Ratify the selection of Price Waterhouse as independent accountants.       
                                                 FOR    AGAINST    ABSTAIN  3. 
                                                                               
4.  Amend Articles of Incorporation to delete policy on pricing securities.    
                                                 FOR    AGAINST    ABSTAIN  4. 
                                                                               
I authorize the Proxies, in their discretion, to vote upon such other business 
as may properly come before the meeting.                                       
                                                                               
                                                      CUSIP#779573104/fund#044 
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                                                       PROXY 
- - - ------------------------------------------------------------------------------ 
     INSTRUCTIONS:                                                             
1.   Cast  your vote by checking the appropriate boxes on the reverse side. If 
     you do not check a box, your vote will be cast FOR that proposal.         
2.   Sign and date the card below.                                             
3.   Please  return  the  signed card promptly using the enclosed postage paid 
     envelope, even if you will be attending the meeting.                      
4.   Please do not enclose checks or any other correspondence.                 
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
T. ROWE PRICE SHORT-TERM BOND FUND, INC.      MEETING: 10:30 A.M. EASTERN TIME 
                                                                               
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                    
                                                                               
The  undersigned  hereby  appoints  George  J.  Collins and James S. Riepe, as 
proxies,  each with the power to appoint his substitute, and hereby authorizes 
them to represent and to vote, as designated below, all shares of stock of the 
Fund,  which  the  undersigned  is  entitled  to vote at the Annual Meeting of 
Shareholders  to  be  held  on  Wednesday, June 8, 1994, at the time indicated 
above,  at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland 
21202,  and  at  any and all adjournments thereof, with respect to the matters 
set  forth  below  and  described  in  the  Notice of Annual Meeting and Proxy 
Statement dated April 22, 1994, receipt of which is hereby acknowledged.       
                                                                               
                                      Please  sign  exactly  as  name appears. 
                                      Only authorized officers should sign for 
                                      corporations.  For information as to the 
                                      voting  of stock registered in more than 
                                      one  name,  see  page 3 of the Notice of 
                                      Annual Meeting and Proxy Statement.      
                                      Dated: -------------------------- , 1994 
                                      ---------------------------------------- 
                                      ---------------------------------------- 
                                                    Signature(s)               
                                              CUSIP#77957P105fund#055          
                                                                               
                                                                         
                                                                               
                                                                               
T. ROWE PRICE LOGO                 WE NEED YOUR PROXY VOTE BEFORE JUNE 8, 1994 
- - - ------------------------------------------------------------------------------ 
Please refer to the Proxy Statement discussion of each of these matters.       
THIS  PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN 
BY  THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL 
PROPOSALS.                                                                     
                                                                               
          Please fold and detach card at perforation before mailing.           
- - - ------------------------------------------------------------------------------ 
1.  Election of directors. FOR all nominees         WITHHOLD AUTHORITY  1.     
                           listed below (except     to vote for all nominees   
                           as marked to the         listed below               
                           contrary)                                           
                                                                               
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A 
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)                            
  Robert P. Black  Calvin W. Burnett  George J. Collins  Anthony W. Deering    
F. Pierce Linaweaver  James S. Riepe  John G. Schreiber  Anne Marie Whittemore 
                                                                               
                                                                               
2.  Approve changes to the   FOR EACH POLICY       AGAINST      ABSTAIN  2.    
    Fund's fundamental       LISTED BELOW (except  ALL          ALL            
    policies.                as marked to the                                  
                             contrary)                                         
                                                                               
IF  YOU  DO  NOT WISH TO APPROVE A POLICY CHANGE, PLEASE CHECK THE APPROPRIATE 
BOX BELOW:                                                                     
(A) Borrowing       (D) Real Estate     (G) Pledging Assets                    
(B) Lending         (E) Senior          (H) Commodities and                    
                        Securities          Futures                            
(C) Purchasing on   (F) Industry        (I) Equity                             
    Margin              Concentration       Securities                         
                                                                               
3.  Ratify the selection of Price Waterhouse as independent accountants.       
                                                 FOR    AGAINST    ABSTAIN  3. 
                                                                               
I authorize the Proxies, in their discretion, to vote upon such other business 
as may properly come before the meeting.                                       
                                                                               
                                                      CUSIP#77957P105/fund#055