PIPER & MARBURY
                                 CHARLES CENTER SOUTH
                                 36 SOUTH CHARLES STREET
                         BALTIMORE, MARYLAND 21201-3010      WASHINGTON
                                 410-539-2530                 NEW YORK 
                                FAX: 410-539-0489           PHILADELPHIA
                                                            LONDON
                                                            EASTON, MD

                                     APRIL 21, 1995



T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202

                      Registration Statement on Form S-8

Dear Sirs:

      We have acted as counsel for T. Rowe Price Associates, Inc., a Maryland
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 which was filed by the Company under the Securities Act of 1933, as
amended, (the "Registration Statement"), and which registers 70,000 shares of
the Common Stock of the Company (the "Shares") to be issued pursuant to the
Company's 1995 Director Stock Option Plan (the "Director Plan").  In that
capacity, we have reviewed the charter and by-laws of the Company, the
Registration Statement, the corporate action taken by the Company that
provides for the issuance or delivery of the Shares to be issued or delivered
under the Director Plan and such other materials and matters as we have 
deemed necessary for the issuance of this opinion.

      Based upon the foregoing, we are of the opinion that the Shares have
been duly and validly authorized and upon issuance and delivery thereof as
contemplated in the Registration Statement, will be, under the gernal
corporation law of the State of Maryland, legally issued, fully paid, and
non-assessable.

      We consent to the filing of this opinion as an exhibit to the Regis-
tration Statement and to the reference to our firm and to our opinion in the
Registration Statement and the prospectus which is a part thereof.

                                     Very truly yours,
                                  
                                     /s/ Piper & Marbury