****************************** FORM N-Px REPORT *******************************

ICA File Number: 811-02603
Reporting Period: 07/01/2003 - 06/30/2004
T. Rowe Price Prime Reserve Fund, Inc.

                                   FORM N-PX

         ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file number    811-2603

T. Rowe Price Prime Reserve Fund, Inc.
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(Exact name of registrant as specified in charter)

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

                                Stephen V. Booth
                             100 East Pratt Street
                           Baltimore, Maryland 21202
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                    (Name and address of agent for service)

Registrant's telephone number, including area code:  (410) 345-4762

Date of fiscal year end:   5/31
Date of reporting period:   7/1/03 to 6/30/04

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

(Registrant) T. Rowe Price Prime Reserve Fund, Inc.

By (Signature and Title)  /s/ Stephen V. Booth
                              Stephen V. Booth, Vice-President
Date   August 11, 2004



============================== PRIME RESERVE FUND ==============================


The Fund held no securities during the period covered by this report in which
there was a securityholder vote. Accordingly, there are no proxy votes to
report.