EXHIBIT 4.3

                        T. ROWE PRICE ASSOCIATES, INC.
                       1986 Employee Stock Purchase Plan
                       Restated as of September 6, 2000

1.   Eligibility.  When or where legally permissible, participation will be open
to all regular associates of the Corporation over the age of majority in the
state or country of their residence, with such eligibility beginning on the
first day of the month following the month in which employment occurs.

2.   Procedure for Commencing Participation.  Subject to Sections 3 and 9 of the
Plan, an eligible associate may commence participation in the Plan at any time
by authorizing the Corporation to make periodic payroll deductions in accordance
with the Plan and authorizing the Agent to open and maintain an Investment Plan
Account.  Commencement of payroll deductions will become effective as soon as
practicable after an associate's authorization is received by the Corporation.

3.   Payroll Deduction; Authorization and Revision.  An associate may authorize
periodic payroll deductions of 1 to 10% (in whole percentages only) of his or
her applicable base salary.  Changes to the authorized payroll deduction may be
made from time to time and will become effective as soon as practicable after
receipt by the Corporation.  Associates and Participants who receive hardship
distributions from the T. Rowe Price 401(k) Plus Plan may not make contributions
to this Plan during the 12-month period beginning on the date of receipt of the
hardship distribution.

4.   Corporate Contributions.  The Corporation will make a 50% match of each
associate's authorized payroll deduction up to 4% of his or her applicable base
salary per payroll period up to US$75,000 per year, and 50% of each associate's
authorized payroll deduction on the first 3% of his or her applicable base
salary per payroll period in excess of US$75,000 per year, and will remit the
match to the Agent at the same time as the payroll deduction.  The Corporation's
match will immediately vest and become part of the associate's account.

5.   Remittance to Agent; Purchases of Stock.  Payroll deductions and corporate
contributions will be remitted timely after each periodic payroll to the Agent
with a schedule showing the amount allocable to each participant.  The Agent
will thereupon purchase Common Stock of the Corporation in the open market at
the then prevailing market price or prices, applying the total amount remitted.

If Common Stock is unavailable in the market or for other appropriate reasons,
the Agent may purchase Common Stock directly from the Corporation.  Purchases
from the Corporation shall be at prices equal to the average of the last
reported sales prices as reported on The Nasdaq National Market for the five
previous trading days prior to the purchase (or the closing bid prices as
reported to Nasdaq if such sales prices are not available, or if such bid prices
are not available, at the purchase price determined by the Board of Directors of
the Corporation to be the fair market value thereof).  Using the average price
of the shares purchased, the total shares will be allocated


among the participants' accounts in proportion to their respective interests in
the total amount remitted.

The Agent will deliver to each participant at least quarterly a statement of
account showing the total of the payroll deduction and company match,
corresponding shares purchased, and the balance of shares held in the account.

6.   Cash Dividends.  Cash dividends net of tax withholding, if any, credited to
the participant's account will be automatically reinvested in Common Stock of
the Corporation.


7.   Brokerage Commissions, etc.  Brokerage commissions payable in connection
with purchases made with payroll deductions and corporate matching contributions
as well as from the reinvestment of cash dividends, and all other expenses
incurred in administering the Plan will be borne by the Corporation.
Commissions and other charges in connection with a sale of stock from a
participant's account will be payable by the participant for whom such service
is rendered.

8.   Withholding Taxes.  All taxes subject to withholding payable with respect
to corporate contributions paid on behalf of a participant will be deducted from
the balance of his or her pay and will not reduce the remittance to the Agent on
his behalf.

9.   Termination of Payroll Deductions; Closing of Account.  A participant may
withdraw, sell, or transfer full shares owned in his or her account subject to
three restrictions:  (1) no withdrawal, sale, or transfer may occur during the
first twelve months of participation unless the associate is terminating
participation in the plan and closing his or her account; (2) thereafter, no
withdrawal, sale, or transfer of shares held less than 60 days may occur unless
the associate is terminating participation in the plan and closing his or her
account; and (3) no more than two such transactions may occur in any rolling
twelve-month period.  A participant may terminate payroll deductions at any time
by written request to the Corporation.  Such request will become effective as
soon as practicable after receipt.  A waiting period of at least six months may
be required before payroll deductions can recommence.

The Agent will close a participant's account as soon as practicable after
termination of employment or receipt of an authorization from the participant to
do so.  Holders of 100 or more shares will (1) be issued the full shares owned
(either in certificate form mailed to the address of record or by electronic
delivery to a designated registered securities account) and (2) receive a cash
settlement from the sale of any fractional share owned.  Holders of less than
100 shares will only receive a cash settlement from the sale of all shares
owned.

10.  Administration.  The Plan shall be administered by the Executive
Compensation Committee.  In connection with the administration of the Plan, the
Executive Compensation Committee may make and promulgate such rules and
regulations as it shall deem appropriate.

11.  Amendment of Plan; Termination.  The Board of Directors may amend the Plan
at any time, and from time to time, in each case without the consent of
participants or action by the stockholders of the Corporation.  The Board of
Directors may terminate the Plan at any time.  Any such amendment or termination
will not result in the forfeiture of any funds deducted from the salary of any
participant or contributed by the Corporation on behalf of any participant, or
of any shares or a fractional interest in a share purchased for the participant,
or any dividends or


other distributions in respect of such shares, effective before the effective
date of amendment or termination of the Plan.

12.  Definitions.


(a)  Plan.  T. Rowe Price Associates, Inc. 1986 Employee Stock Purchase Plan.

(b)  Corporation.  Any one or more or all of T. Rowe Price Associates, Inc., and
     such subsidiaries of T. Rowe Price Associates, Inc., designated by the
     Board of Directors, the associates of which may participate in the Plan.

(c)  Board of Directors.  The Board of Directors of T. Rowe Price Associates,
     Inc.

(d)  Executive Compensation Committee.  The Executive Compensation Committee of
     the Board of Directors of T. Rowe Price Associates, Inc.

(e)  Associate.  An employee of the Corporation.

(f)  Participant.  An associate of the Corporation participating in the Plan.

(g)  Agent.  The independent purchasing agent designated by the Board of
     Directors.