Item 1. Report to Shareholders T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- February 29, 2004 Certified Annual Report This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semiannual shareholder reports fully and fairly represents their financial position. T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Performance Comparison - -------------------------------------------------------------------------------- This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. [Graphic Omitted] GEORGIA TAX-FREE BOND FUND - -------------------------------------------------------------------------------- As of 2/29/04 Georgia Tax-Free Bond Fund $17,923 Lehman Brothers Municipal Bond Index $18,600 Lipper Georgia Municipal Debt Funds Average $16,939 Lehman Brothers Lipper Georgia Georgia Municipal Bond Municipal Debt Tax-Free Index Funds Average Bond Fund 2/94 10,000 10,000 10,000 2/95 10,188 10,043 10,142 2/96 11,314 11,021 11,219 2/97 11,937 11,523 11,796 2/98 13,028 12,597 12,940 2/99 13,829 13,244 13,681 2/00 13,541 12,685 13,208 2/01 15,212 14,186 14,804 2/02 16,252 15,019 15,735 2/03 17,498 16,006 1,860 2/04 18,600 16,939 17,923 Average Annual Compound Total Return - -------------------------------------------------------------------------------- Periods Ended 2/29/04 1 Year 5 Years 10 Years - -------------------------------------------------------------------------------- Georgia Tax-Free Bond Fund 6.30% 5.55% 6.01% Lipper Georgia Municipal Debt Funds Average 5.55 4.98 5.40 Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fund shares. Past performance cannot guarantee future results. T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Dear Shareholder, We are pleased to report that the Georgia Tax-Free Bond Fund generated a solid 6.30% return for the 12 months ended February 29, 2004. As shown in the table on the preceding page, we outperformed the Lipper Georgia Municipal Debt Funds Average during the latest 12-month period and have outpaced the benchmark for the past five and 10 years. For the year, the fund's return reflects price appreciation of $0.23 per share and dividend income of $0.46. As you know, the fund seeks to provide the highest level of income exempt from federal and Georgia income taxes, consistent with prudent portfolio management, by investing primarily in investment-grade Georgia municipal bonds. Major Index Returns - -------------------------------------------------------------------------------- Period Ended 2/29/04 12-Month Return - -------------------------------------------------------------------------------- Lehman Brothers U.S. Aggregate Index 4.54% Lehman Brothers Municipal Bond Index 6.30 Lehman Brothers High Yield Municipal Bond Index 16.15 The Major Index Returns table shows how various bond indexes performed over the fund's fiscal year. The Lehman Brothers Municipal Bond Index, which tracks the national tax-free bond market, outperformed Lehman's U.S. Aggregate Index of taxable investment-grade bonds over the 12-month period. And as shown in the table, high-yield municipal bonds generated far and away the best total return over the past year. Portfolio Characteristics - -------------------------------------------------------------------------------- Periods Ended 2/28/03 2/29/04 - -------------------------------------------------------------------------------- Price Per Share $ 11.27 $ 11.50 Dividends Per Share for 12 Months 0.49 0.46 30-Day Standardized Yield to Maturity 3.42% 2.91% Weighted Average Maturity (years) 14.3 14.4 Weighted Average Effective Duration (years) 6.0 5.6 Weighted Average Quality * AA AA *Based on T. Rowe Price research. Note: Yield will vary and is not guaranteed. The Portfolio Characteristics table shows various fund details as of February 29, 2004, compared with one year earlier. The portfolio's weighted average maturity ended the period at 14.4 years, virtually unchanged from a year ago, and duration narrowed to 5.6 years. The portfolio's average quality of its holdings was unchanged at AA. Declining interest rates over the past 12 months caused the fund's 30-day standardized yield to maturity to dip from year-ago levels. Top 5 Sectors - -------------------------------------------------------------------------------- Percent of Percent of Net Assets Net Assets Periods Ended 2/28/03 2/29/04 - -------------------------------------------------------------------------------- Water and Sewer Revenue 19.8% 26.2% General Obligation - Local 17.1 15.9 Prerefunded Bonds 12.7 15.5 Hospital Revenue 5.9 6.8 Educational Revenue 7.0 6.6 The Top 5 Sectors table shows how the fund's assets were allocated at the end of the reporting period versus its year-earlier allocation. During this period, the fund's water and sewer revenue allocations rose significantly, to 26.2% from 19.8% a year ago. The portfolio trimmed its exposure to general obligation bonds and increased its allocation to prerefunded bonds. Finally, I'm sure you are aware that mutual fund companies have recently come under scrutiny for their trading policies. The investigations have led to allegations that executives of several mutual fund companies permitted or engaged in improper mutual fund trading. In addition, certain intermediaries that process fund transactions are alleged to have assisted some investors in executing improper mutual fund trades. I want T. Rowe Price shareholders to know that we emphatically condemn the abuses that have been revealed or alleged against other firms in our industry. Our firm has not entered and will not enter into any agreements with any investors or intermediaries that authorize after-hours trading or excessive short-term trading in any of our funds. T. Rowe Price investors can be assured that our firm unequivocally opposes illegal or inappropriate trading of any nature and has policies and procedures in place designed to protect the best interests of our long-term shareholders. We have reviewed trading by T. Rowe Price personnel in the T. Rowe Price mutual funds over the last several years and did not uncover the existence of any of the abusive trading practices described in recent regulatory enforcement actions relating to fund portfolio managers and senior fund executives. You may find out more about our trading policies and the steps we take to protect your interests by visiting our Web site (troweprice.com). These policies are also spelled out in your fund's prospectus. We thank you for your continued support. Respectfully submitted, James S. Riepe Chairman March 20, 2004 T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Financial Highlights For a share outstanding throughout each period - -------------------------------------------------------------------------------- Year Ended 2/29/04 2/28/03 2/28/02 2/28/01 2/29/00 NET ASSET VALUE Beginning of period $ 11.27 $ 10.99 $ 10.83 $ 10.15 $ 11.03 Investment activities Net investment income (loss) 0.46 0.49 0.51* 0.52* 0.50* Net realized and unrealized gain (loss) 0.23 0.28 0.16 0.68 (0.88) Total from investment activities 0.69 0.77 0.67 1.20 (0.38) Distributions Net investment income (0.46) (0.49) (0.51) (0.52) (0.50) NET ASSET VALUE End of period $ 11.50 $ 11.27 $ 10.99 $ 10.83 $ 10.15 --------- --------- --------- --------- --------- Ratios/Supplemental Data Total return^ 6.30% 7.15% 6.29%* 12.08%* (3.46)%* Ratio of total expenses to average net assets 0.65% 0.65% 0.65%* 0.65%* 0.65%* Ratio of net investment income (loss) to average net assets 4.13% 4.39% 4.65%* 4.93%* 4.78%* Portfolio turnover rate 29.2% 24.8% 32.1% 33.9% 48.5% Net assets, end of period (in thousands) $ 91,714 $ 86,622 $ 77,807 $ 69,874 $ 57,380 ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. * Excludes expenses in excess of a 0.65% contractual expense limitation in effect through 2/28/03. The accompanying notes are an integral part of these financial statements. T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report February 29, 2004 Portfolio of Investments (ss.) Par Value - -------------------------------------------------------------------------------- ($ 000s) GEORGIA 94.5% Americus & Sumter County Hosp. Auth., Magnolia Manor, 6.25%, 5/15/19 1,000 1,002 Assoc. County Commoners Leasing Program, Public Purpose Project, COP, 5.25%, 4/1/24 (XLCA Insured) 1,000 1,098 Athens - Clarke County Residential Care Fac., Wesley Woods of Athens, 6.375%, 10/1/27 600 531 Atlanta & Fulton County Recreation, GO, 5.75%, 12/1/18 (AMBAC Insured) 1,500 1,756 Atlanta Airport Zero Coupon, 1/1/10 (MBIA Insured) # 1,060 805 5.50%, 1/1/26 (Prerefunded 1/1/10!) (FGIC Insured) 1,000 1,174 5.60%, 1/1/30 (Prerefunded 1/1/10!) (FGIC Insured) 1,895 2,236 6.25%, 1/1/14 (FGIC Insured) # 1,000 1,174 5.00%, 1/1/07 (FGIC Insured) # 500 543 Atlanta Water & Sewer VRDN (Currently 0.95%) (FSA Insured) 800 800 5.00%, 11/1/33 (MBIA Insured) 1,000 1,043 Augusta Water & Sewer, 5.00%, 10/1/27 (FSA Insured) 1,000 1,049 Chatham County Hosp. Auth., Memorial Univ. Medical Center, 6.125%, 1/1/24 1,230 1,338 Cherokee County Water & Sewer Auth., 5.50%, 8/1/23 (MBIA Insured) 1,000 1,161 Clayton County Water Auth. 5.00%, 5/1/20 1,000 1,096 6.25%, 5/1/16 1,000 1,201 Cobb - Marietta Water Auth., 5.25%, 11/1/21 1,000 1,114 Cobb County Hosp. Auth., Wellstar Health System, 5.25%, 4/1/23 (AMBAC Insured) 1,000 1,095 Columbia County, GO, 5.625%, 2/1/20 1,250 1,403 Columbia County Water & Sewer, 6.25%, 6/1/18 (Prerefunded 6/1/10!) (FGIC Insured) 1,000 1,218 Coweta County Residential Care Fac. for the Elderly, Wesley Woods of Newnan-Peachtree City, 8.25%, 10/1/26 500 524 Crisp County Dev. Auth., International Paper Co., 6.20%, 2/1/20 # 1,000 1,084 Dekalb County Dev. Auth., 6.00%, 10/1/14 (Prerefunded 10/1/04!) 410 430 Dekalb County Hosp. Auth., Series A, 5.00%, 9/1/11 (FSA Insured) 1,000 1,135 Dekalb County Water And Sewage 5.00%, 10/1/22 1,000 1,069 5.00%, 10/1/35 2,000 2,094 5.125%, 10/1/31 1,000 1,051 Downtown Smyrna Dev. Auth., 6.70%, 2/1/20 (Prerefunded 2/1/05!) (MBIA Insured) 1,000 1,072 Fayette County Public Fac. Auth. 6.00%, 6/1/30 (Prerefunded 6/1/10!) 500 606 6.25%, 6/1/20 (Prerefunded 6/1/10!) 500 613 Floyd County Hosp. Auth., GO, 5.00%, 7/1/33 (MBIA Insured) 730 769 Forsyth County 6.00%, 3/1/16 (Prerefunded 3/1/10!) 1,250 1,507 GO, 5.25%, 3/1/19 760 856 Forsyth County School Dist., GO, 6.00%, 2/1/16 1,250 1,483 Forsyth County Water & Sewer Auth. 5.00%, 4/1/21 1,060 1,131 5.00%, 4/1/32 1,000 1,049 6.25%, 4/1/20 (Prerefunded 4/1/10!) 1,000 1,222 Fulton County Dev. Auth., Georgia Tech Foundation, 5.00%, 11/1/21 1,000 1,067 Fulton County Residential Care Fac. for the Elderly, Canterbury Court, 6.30%, 10/1/24 500 522 Fulton County Water & Sewage Auth., 6.25%, 1/1/09 (FGIC Insured) 1,000 1,178 Fulton Dekalb Hosp. Auth., GO, 5.25%, 1/1/20 (FSA Insured) 1,000 1,108 Gainesville Water & Sewer, 6.00%, 11/15/12 (FGIC Insured) 1,000 1,216 Georgia, GO, 6.50%, 4/1/08 1,000 1,176 Georgia Housing & Fin. Auth. 5.65%, 12/1/21 # 1,000 1,060 5.75%, 12/1/31 # 930 980 5.80%, 12/1/21 # 670 708 5.80%, 12/1/26 # 430 455 6.05%, 12/1/16 # 500 526 6.60%, 6/1/25 # 165 169 Georgia Municipal Gas Auth., Southern Storage Gas, 6.00%, 7/1/04 500 508 Georgia Private Colleges & Univ. Auth. Emory Univ. 5.50%, 11/1/20 500 566 5.50%, 11/1/25 1,975 2,174 5.50%, 11/1/33 1,500 1,660 Glynn County Water & Sewer, 5.00%, 4/1/23 (AMBAC Insured) 1,000 1,061 Griffin Utility, 5.125%, 1/1/27 (AMBAC Insured) 1,000 1,071 Gwinnett County School Dist., GO, 5.00%, 2/1/07 500 549 Gwinnett County Water & Sewage Auth., GO 4.75%, 8/1/24 1,000 1,034 5.25%, 8/1/24 1,000 1,084 Hall County & Gainsville Hosp. Auth., Northeast Health System, 5.50%, 5/15/31 1,500 1,555 Henry County Water & Sewer Auth. 5.00%, 2/1/07 (MBIA Insured) 1,000 1,095 5.125%, 2/1/20 (MBIA Insured) 1,000 1,108 5.625%, 2/1/30 (FGIC Insured) 1,000 1,120 Jackson County School Dist., 6.00%, 7/1/14 (Prerefunded 7/1/04!) (MBIA Insured) 1,000 1,037 Macon - Bibb County Urban Dev. Auth., GO, 5.50%, 10/1/22 1,000 1,118 Macon Water & Sewage Auth., 5.00%, 10/1/21 1,000 1,068 Medical Center Hosp. Auth., Columbus Regional Healthcare System, 5.50%, 8/1/25 (MBIA Insured) 1,000 1,080 Metropolitan Atlanta Rapid Transit Auth. 6.90%, 7/1/20 (Prerefunded 7/1/04!) (MBIA Insured) 1,325 1,379 7.00%, 7/1/11 (Escrowed to Maturity) 2,050 2,577 7.00%, 7/1/11 (Escrowed to Maturity) (MBIA Insured) 635 798 Municipal Electric Auth. of Georgia 6.50%, 1/1/12 (Escrowed to Maturity) 80 98 6.50%, 1/1/12 440 528 6.50%, 1/1/17 (MBIA Insured) 205 257 6.60%, 1/1/18 (Escrowed to Maturity) 175 224 6.60%, 1/1/18 860 1,080 7.25%, 1/1/24 (AMBAC Insured) 1,000 1,379 Newton County Hosp. Auth., GO, 6.00%, 2/1/20 (AMBAC Insured) 1,000 1,167 Paulding County School Dist., GO, 6.00%, 2/1/13 (MBIA Insured) 1,000 1,211 Paulding County Water & Sewer, 6.00%, 12/1/13 (MBIA Insured) 1,000 1,223 Peach County School Dist., 6.40%, 2/1/19 (Prerefunded 2/1/05!) (MBIA Insured) 500 535 Rockdale County Dev. Auth., Pratt Industries USA, 7.40%, 1/1/16 # 385 387 Rockdale County School Dist., GO, 6.50%, 1/1/09 (Prerefunded 1/1/05!) 1,000 1,066 Roswell, 5.50%, 2/1/14 (Prerefunded 2/1/09!) 1,000 1,162 Savannah, Savannah Airport Commision, 5.25%, 1/1/17 (FSA Insured) 1,000 1,095 Savannah Economic Dev. Auth. 7.40%, 1/1/24 420 429 Savannah College of Art & Design, 6.80%, 10/1/19 500 550 Total Georgia (Cost $79,468) 86,730 PUERTO RICO 3.7% Puerto Rico Electric Power Auth., 5.00%, 7/1/08 2,000 2,233 Puerto Rico Highway & Transportation Auth., 5.00%, 7/1/26 (Tender 7/1/10) (FSA Insured) 1,000 1,143 Total Puerto Rico (Cost $3,272) 3,376 OPTIONS PURCHASED 0.0% U.S. Treasury Note 10 Year Future, 20 contracts (for 100 shares each), Put, 3/31/04 @ $110.00* 2 2 Total Options Purchased (Cost $17) 2 Total Investments in Securities 98.2% of Net Assets (Cost $82,757) $90,108 ------- (ss.) Denominated in U.S. dollar unless otherwise noted # Interest subject to alternative minimum tax * Non-income producing ! Used in determining portfolio maturity AMBAC AMBAC Assurance Corp. COP Certificates of Participation FGIC Financial Guaranty Insurance Company FSA Financial Security Assurance Inc. GO General Obligation MBIA MBIA Insurance Corp. VRDN Variable-Rate Demand Note XLCA XL Capital Assurance Inc. The accompanying notes are an integral part of these financial statements. T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report February 29, 2004 Statement of Assets and Liabilities - -------------------------------------------------------------------------------- ($ 000s) Assets Total investments in securities, at value (cost $82,757) $ 90,108 Other assets 1,815 Total assets 91,923 Liabilities Total liabilities 209 NET ASSETS $ 91,714 -------------------- Net Assets Consist of: Undistributed net investment income (loss) $ 36 Undistributed net realized gain (loss) (441) Net unrealized gain (loss) 7,351 Paid-in-capital applicable to 7,976,957 no par value shares of beneficial interest outstanding; unlimited number of shares authorized 84,768 NET ASSETS $ 91,714 -------------------- NET ASSET VALUE PER SHARE $ 11.50 -------------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Operations - -------------------------------------------------------------------------------- ($ 000s) Year Ended 2/29/04 Investment Income (Loss) Interest income $ 4,191 Expenses Investment management 367 Custody and accounting 103 Shareholder servicing 54 Legal and audit 15 Prospectus and shareholder reports 11 Registration 7 Trustees 5 Miscellaneous 5 Reductions/repayments pursuant to expense limitation Investment management fees (waived) repaid 6 Total expenses 573 Expenses paid indirectly (2) Net expenses 571 Net investment income (loss) 3,620 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 613 Futures (112) Written options 35 Net realized gain (loss) 536 Change in net unrealized gain (loss) Securities 1,164 Futures 41 Change in net unrealized gain (loss) 1,205 Net realized and unrealized gain (loss) 1,741 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 5,361 -------------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Changes in Net Assets - -------------------------------------------------------------------------------- ($ 000s) Year Ended 2/29/04 2/28/03 Increase (Decrease) in Net Assets Operations Net investment income $ 3,620 $ 3,635 Net realized gain (loss) 536 287 Change in net unrealized gain (loss) 1,205 1,816 Increase (decrease) in net assets from operations 5,361 5,738 Distributions to shareholders Net investment income (3,612) (3,626) Capital share transactions * Shares sold 21,300 19,391 Distributions reinvested 2,538 2,662 Shares redeemed (20,495) (15,350) Increase (decrease) in net assets from capital share transactions 3,343 6,703 Net Assets Increase (decrease) during period 5,092 8,815 Beginning of period 86,622 77,807 End of period $ 91,714 $ 86,622 --------------- --------------- *Share information Shares sold 1,882 1,756 Distributions reinvested 225 241 Shares redeemed (1,819) (1,390) Increase (decrease) in shares outstanding 288 607 The accompanying notes are an integral part of these financial statements. T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report February 29, 2004 Notes to Financial Statements - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price State Tax-Free Income Trust (the trust) is registered under the Investment Company Act of 1940 (the 1940 Act). The Georgia Tax-Free Bond Fund (the fund), a nondiversified, open-end management investment company, is one portfolio established by the trust and commenced operations on March 31, 1993. The fund seeks to provide the highest level of income exempt from federal and Georgia state income taxes, consistent with prudent portfolio management, by investing primarily in investment-grade Georgia municipal bonds. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation The fund values its investments and computes its net asset value per share at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day that the NYSE is open for business. Debt securities are generally traded in the over-the-counter market. Securities are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Purchased and written options on futures contracts are valued at the last sale price. Financial futures contracts are valued at closing settlement prices. Other investments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Trustees. Credits The fund earns credits on temporarily uninvested cash balances at the custodian that reduce the fund's custody charges. Custody expense in the accompanying financial statements is presented before reduction for credits, which are reflected as expenses paid indirectly. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Payments ("variation margin") made or received to settle the daily fluctuations in the value of futures contracts are recorded as unrealized gains or losses until the contracts are closed. Distributions to shareholders are recorded on the ex-dividend date. Income distributions are declared on a daily basis and paid monthly. Capital gains distributions, if any, are declared and paid by the fund, typically on an annual basis. Other In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote. NOTE 2 - INVESTMENT TRANSACTIONS Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks or enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund's prospectus and Statement of Additional Information. Futures Contracts During the year ended February 29, 2004, the fund was a party to futures contracts, which provide for the future sale by one party and purchase by another of a specified amount of a specific financial instrument at an agreed upon price, date, time, and place. Risks arise from possible illiquidity of the futures market and from movements in security values. Call and put options on futures contracts give the holder the right to purchase or sell, respectively, a particular futures contract at a specified price on a certain date. Risks arise from possible illiquidity of the options market and from movements in underlying futures prices. Options are reflected in the accompanying Portfolio of Investments at market value. Transactions in options written and related premiums received during the year ended February 29, 2004, were as follows: Number of Contracts Premiums Outstanding at beginning of period -- $ -- Written 25 15,000 Expired (25) (15,000) Outstanding at end of period -- $ -- ----------------------------- Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $29,141,000 and $24,373,000, respectively, for the year ended February 29, 2004. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. Distributions during the year ended February 29, 2004 totaled $3,612,000 and were characterized as tax-exempt income for tax purposes. At February 29, 2004, the tax-basis components of net assets were as follows: - -------------------------------------------------------------------------------- Unrealized appreciation $ 7,463,000 Unrealized depreciation (310,000) Net unrealized appreciation (depreciation) 7,153,000 Undistributed tax-exempt income 4,000 Capital loss carryforwards (211,000) Paid-in capital 84,768,000 Net assets $ 91,714,000 -------------------- Federal income tax regulations require the fund to defer recognition of capital losses realized on certain covered option and futures transactions; accordingly, $245,000 of realized losses reflected in the accompanying financial statements have not been recognized for tax purposes as of February 29, 2004. The fund intends to retain realized gains to the extent of available capital loss carryforwards for federal income tax purposes. During the fiscal year ended February 29, 2004, the fund utilized $739,000 of capital loss carryforwards. As of February 29, 2004, the fund had $193,000 of capital loss carryforwards that expire in fiscal 2009, and $18,000 that expire in fiscal 2010. For the year ended February 29, 2004, the fund recorded the following permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to a tax practice that treats a portion of the proceeds from each redemption of capital shares as a distribution of taxable net investment income and/or realized capital gain. Results of operations and net assets were not affected by these reclassifications. - -------------------------------------------------------------------------------- Undistributed net investment income $ (9,000) Undistributed net realized gain 7,000 Paid-in capital 2,000 At February 29, 2004, the cost of investments for federal income tax purposes was $82,955,000. NOTE 4 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and the manager provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.10% of the fund's average daily net assets, and the fund's pro-rata share of a group fee. The group fee is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.295% for assets in excess of $120 billion. The fund's portion of the group fee is determined by the ratio of its average daily net assets to those of the group. At February 29, 2004, the effective annual group fee rate was 0.32%, and investment management fee payable totaled $30,000. The fund is also subject to a contractual expense limitation through February 28, 2003. During the limitation period, the manager is required to waive its management fee and reimburse the fund for any expenses, excluding interest, taxes, brokerage commissions, and extraordinary expenses, that would otherwise cause the fund's ratio of total expenses to average net assets (expense ratio) to exceed its expense limitation of 0.65%. Through February 28, 2005, the fund is required to repay the manager for expenses previously reimbursed and management fees waived to the extent its net assets have grown or expenses have declined sufficiently to allow repayment without causing the fund's expense ratio to exceed its expense limitation. At February 29, 2004, management fees waived remain subject to repayment by the fund in the amount of $4,000 through February 28, 2005. In addition, the fund has entered into service agreements with Price Associates and a wholly owned subsidiary of Price Associates (collectively, Price). Price Associates computes the daily share price and maintains the financial records of the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the fund's transfer and dividend disbursing agent. Expenses incurred pursuant to these service agreements totaled $101,000 for the year ended February 29, 2004, of which $8,000 was payable at period-end. T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Report of Independent Auditors - -------------------------------------------------------------------------------- To the Board of Trustees of T. Rowe Price State Tax-Free Income Trust and Shareholders of Georgia Tax-Free Bond Fund In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Georgia Tax-Free Bond Fund (one of the portfolios comprising T. Rowe Price State Tax-Free Income Trust, hereafter referred to as the "Fund") at February 29, 2004, and the results of its operations, the changes in its net assets and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, 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 audits, which included confirmation of securities at February 29, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland March 22, 2004 T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Tax Information (Unaudited) for the Tax Year Ended 2/29/04 - -------------------------------------------------------------------------------- We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements. The fund's distributions to shareholders included: o $2,000 from short-term capital gains o $3,600,000 which qualified as exempt-interest dividends. Information on Proxy Voting - -------------------------------------------------------------------------------- A description of the policies and procedures that the T. Rowe Price Georgia Tax-Free Bond Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 1-800-225-5132. It also appears in the fund's Statement of Additional Information (Form 485B), which can be found on the SEC's Web site, www.sec.gov. T. Rowe Price Georgia Tax-Free Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report About the Fund's Trustees and Officers - -------------------------------------------------------------------------------- Your fund is governed by a Board of Trustees that meets regularly to review investments, performance, expenses, and other business matters, and is responsible for protecting the interests of shareholders. The majority of the fund's trustees are independent of T. Rowe Price Associates, Inc. (T. Rowe Price); "inside" trustees are officers of T. Rowe Price. The Board of Trustees elects the fund's officers, who are listed in the final table. The business address of each trustee and officer is 100 East Pratt Street, Baltimore, MD 21202. The Statement of Additional Information includes additional information about the fund trustees and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132. - -------------------------------------------------------------------------------- Independent Trustees Name (Year of Birth) Year Elected* Principal Occupation(s) During Past 5 Years and Directorships of Other Public Companies Anthony W. Deering (1945) 1986 Director, Chairman of the Board, President, and Chief Executive Officer, The Rouse Company, real estate developers; Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. (1943) 2001 Principal, EuroCapital Advisors, LLC, an acquisition and management advisory firm David K. Fagin (1938) 2001 Director, Golden Star Resources Ltd., Canyon Resources Corp. (5/00 to present), and Pacific Rim Mining Corp. (2/02 to present); Chairman and President, Nye Corp. Karen N. Horn (1943) 2003 Managing Director and President, Global Private Client Services, Marsh Inc.; Managing Director and Head of International Private Banking, Bankers Trust; Director, Eli Lilly and Company F. Pierce Linaweaver (1934) 1986 President, F. Pierce Linaweaver & Associates, Inc., consulting environmental and civil engineers John G. Schreiber (1946) 1992 Owner/President, Centaur Capital Partners, Inc., a real estate investment company; Senior Advisor and Partner, Blackstone Real Estate Advisors, L.P.; Director, AMLI Residential Properties Trust, Host Marriott Corp., and The Rouse Company * Each independent trustee oversees 111 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. - -------------------------------------------------------------------------------- Inside Trustees Name (Year of Birth) Year Elected* [Number of T. Rowe Price Portfolios Overseen] Principal Occupation(s) During Past 5 Years and Directorships of Other Public Companies William T. Reynolds, CFA, CIC (1948) 1991 [37] Director and Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Director, T. Rowe Price Global Asset Management Limited James S. Riepe (1943) 1986 [111] Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc.; Chairman of the Board, State Tax-Free Income Trust M. David Testa, CFA, CIC (1944) 1997 [111] Director and Vice President, T. Rowe Price and T. Rowe Price Trust Company; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price International, Inc.; Director, T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited * Each inside trustee serves until retirement, resignation, or election of a successor. Officers Name (Year of Birth) Title and Fund(s) Served Principal Occupation(s) Stephen V. Booth, CPA (1961) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company Linda A. Brisson (1959) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Steven G. Brooks, CFA (1954) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Joseph A. Carrier, CPA (1960) Treasurer, State Tax-Free Income Trust Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc. Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. - -------------------------------------------------------------------------------- Officers (continued) Name (Year of Birth) Title and Fund(s) Served Principal Occupation(s) Jonathan M. Chirunga (1966) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price Maria H. Condez (1962) Assistant Vice President, State Tax-Free Income Trust Employee, T. Rowe Price G. Richard Dent (1960) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Roger L. Fiery III, CPA (1959) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Trust Company, and T. Rowe Price International, Inc. Gregory S. Golczewski (1966) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Trust Company Charles B. Hill (1961) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Henry H. Hopkins (1942) Vice President, State Tax-Free Income Trust Director and Vice President, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price, T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. T. Dylan Jones (1971) Assistant Vice President, State Tax-Free Income Trust Assistant Vice President, T. Rowe Price Marcy M. Lash (1963) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price Alan D. Levenson (1958) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Patricia B. Lippert (1953) Secretary, State Tax-Free Income Trust Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc. Joseph K. Lynagh, CFA (1958) Executive Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Konstantine B. Mallas (1963) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Group, Inc. James M. McDonald (1949) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. - -------------------------------------------------------------------------------- Officers (continued) Name (Year of Birth) Title and Fund(s) Served Principal Occupation(s) Hugh D. McGuirk, CFA (1960) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Mary J. Miller, CFA (1955) President, State Tax-Free Income Trust Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Timothy G. Taylor (1975) Assistant Vice President, State Tax-Free Income Trust Employee, T. Rowe Price Edward A. Wiese, CFA (1959) Vice President, State Tax-Free Income Trust Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; Director, Vice President, and Chief Investment Officer, T. Rowe Price Savings Bank Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Item 2. Code of Ethics. As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report. Item 3. Audit Committee Financial Expert. The registrant's Board of Directors/Trustees has determined that Mr. David K. Fagin qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Fagin is considered independent for purposes of Item 3 of Form N-CSR. Item 4. Principal Accountant Fees and Services. (a) - (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant's principal accountant were as follows: 2004 2003 Audit Fees $8,009 $7,892 Audit-Related Fees 683 -- Tax Fees 2,233 1,996 All Other Fees 124 129 Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements, specifically the issuance of a report on internal controls. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the registrant's pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant's Board of Directors/Trustees. (e)(1) The registrant's audit committee has adopted a policy whereby audit and non-audit services performed by the registrant's principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted. (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $719,000 and $671,000, respectively, and were less than the aggregate fees billed for those same periods by the registrant's principal accountant for audit services rendered to the T. Rowe Price Funds. (h) All non-audit services rendered in (g) above were pre-approved by the registrant's audit committee. Accordingly, these services were considered by the registrant's audit committee in maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Not applicable. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Submission of Matters to a Vote of Security Holders. Not applicable. Item 10. Controls and Procedures. (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached. (2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (3) Not applicable. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and 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. T. Rowe Price State Tax-Free Income Trust By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date April 16, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date April 16, 2004 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date April 16, 2004