Price T Rowe Associates Inc/MD – ‘PREM14A’ on 2/2/95

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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger     37±   140K 
                          or Acquisition                                         

Document Table of Contents

PS95 - 1/27/95                                                                  
                        (See notes on pages   -  )
8                 
SCHEDULE 14A                
(Rule 14a-101)                

INFORMATION REQUIRED IN PROXY STATEMENT               

SCHEDULE 14A INFORMATION                

Proxy Statement Pursuant to Section 14(a) of the Securities               
Exchange Act of 1934 (Amendment No.     )               

Filed by the registrant |X |                                                    

Filed by a party other than the registrant |  |                                 

Check the appropriate box:                                                      

|X |  Preliminary proxy statement                                               

|  |  Definitive proxy statement                                                

|  |  Definitive additional materials                                           

|  |  Soliciting material pursuant to Rule 14a-11(c) or Rule                    
14a-12                                                                          

                 T. ROWE PRICE ASSOCIATES,
INC.                
(Name of Registrant as Specified in Charter)                

  Alvin M. Younger, Jr.,
Secretary               
(Name of Person(s) Filing Proxy Statement)                

Payment of filing fee (Check the appropriate box):                              

|X |    $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-                         
6(i)(1), or 14a-6(i)(2).                                                        

|  | $500 per each party to the controversy pursuant to                         
Exchange Act Rule 14a-6(i)(3).                                          

|  | Fee computed on the table below per Exchange Act Rules                     
14a-6(i)(4) and 0-11.                                                   

(1) Title of each class of securities to which                          
transaction applies:                                                            

(2) Aggregate number of securities to which transaction                 
applies:                                                                        

(3) Per unit price or other underlying value of                         
transaction computed pursuant to Exchange Act Rule 0-11:                        

(4) Proposed maximum aggregate value of transaction:                    

|  | Check box if any part of the fee is offset as provided                     
by Exchange Act Rule 0-11(a)(2) and identify the filing                 
for which the offsetting fee was paid previously.                       
Identify the previous filing by registration statement                  
number, or the form or schedule and the date of its                     
filing.                                                                 

(1) Amount previously paid:                                             

(2) Form, schedule or registration statement no.:                       

(3) Filing party:                                                       

(4) Date filed:                                                         

PRELIMINARY COPY -- FOR THE INFORMATION                 
OF THE SECURITIES AND EXCHANGE COMMISSION ONLY                

YOUR VOTE IS IMPORTANT--Please execute and return the enclosed p                
roxy promptly,                                                                  
whether or not you plan to attend the T. Rowe Price Annual Meeti                
ng of Stockholders.                                                             

[LOGO]                

T. ROWE PRICE ASSOCIATES, INC.                
100 East Pratt Street                 
Baltimore, Maryland  21202                

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS                
April 6, 1995                 

Notice is hereby given that the Annual Meeting of                     
Stockholders of T. Rowe Price Associates, Inc. (the "Company")                  
will be held at 100 East Pratt Street, 12th Floor, Baltimore,                   
Maryland, on April 6, 1995, at 10:00 a.m. for the following                     
purposes:                                                                       

(1)  To elect eleven directors of the Company;                        

(2)  To consider and act upon a proposed charter            
amendment to increase the authorized Common Stock of        
the Company;                                                

(3)  To consider and act upon a proposed charter            
amendment to authorize a class of undesignated              
Preferred Stock;                                            

(4)  To consider and act upon a proposed performance-       
linked Executive Incentive Compensation Plan;               

(5)  To consider and act upon a proposed 1995 Director      
Stock Option Plan; and                                      

(6)  To consider and act upon such other business as        
may properly come before the meeting.                       

February 6, 1995, was fixed by the Board of Directors as the          
record date for determination of stockholders entitled to notice                
of and to vote at the meeting or any adjournments thereof.                      

              BY ORDER OF THE BOARD OF DIRECTORS

 Alvin M. Younger, Jr.
Secretary           
Baltimore, Maryland                                                             
February 27, 1995                                                               

PROXY STATEMENT               

INTRODUCTION                

This proxy statement and the accompanying proxy are furnished             
to stockholders of T. Rowe Price Associates, Inc. (the "Company")               
in connection with the solicitation of proxies by the Company's                 
Board of Directors to be used at the annual meeting of                          
stockholders described in the accompanying notice and at any                    
adjournments thereof.  The purpose of the meeting is to elect                   
directors of the Company, to consider and act upon amendments to                
the Company's charter to increase the authorized Common Stock of                
the Company and to authorize an undesignated class of Preferred                 
Stock, to consider and act upon a proposed performance-linked                   
Executive Incentive Compensation Plan, and to transact such other               
business as may properly come before the meeting.  This proxy                   
statement and the accompanying proxy are first being sent to                    
stockholders on or about February 27, 1995.                                     

The record of stockholders entitled to notice of and to vote              
at the annual meeting was taken as of the close of business on                  
February 6, 1995.  At that date there were outstanding and                      
entitled to vote                   shares of Common Stock, par                  
value $.20 per share.  All share and per-share information                      
included in this proxy statement has been adjusted for the two-                 
for-one stock split effective at the close of business on                       
November 30, 1993.  In the election of directors, each share is                 
entitled to cast one vote for each director to be elected;                      
cumulative voting is not permitted.  For all matters except the                 
election of directors, each share is entitled to one vote.                      
Directors are elected by a plurality of the votes cast by the                   
holders of shares of Common Stock at a meeting at which a quorum                
is present.  For purposes of the election of directors,                         
abstentions and broker non-votes are not considered to be votes                 
cast and do not affect the plurality vote required for directors.               
Article EIGHTH, Section 3 of the charter of the Company limits                  
the voting rights of certain persons and groups owning in excess                
of 15% of the Company's Common Stock.  The Company does not                     
believe that such provision will be applicable to any                           
stockholders at the 1995 annual meeting, but will apply such                    
provision if circumstances require.                                             

The cost of soliciting proxies and preparing the proxy                    
materials will be borne by the Company.  In order to ensure that                
sufficient shares of Common Stock are represented at the meeting,               
the Company has retained the services of Georgeson & Company,                   
Inc. to assist it in soliciting proxies for a fee of $8,000 plus                
reimbursement for out-of-pocket expenses.  In addition, the                     
Company will request securities brokers, custodians, nominees,                  
and fiduciaries to forward solicitation material to the                         
beneficial owners of stock held of record and will reimburse them               
for their reasonable out-of-pocket expenses in forwarding such                  
solicitation material.  In addition to solicitation of proxies by               
Georgeson & Company, Inc., proxies may be solicited personally or               
by telephone or telegram by directors, officers, and employees of               
the Company or its subsidiaries without additional compensation                 
to them.                                                                        

The Board of Directors has selected George J. Collins and                 
George A. Roche to act as proxies with full power of                            
substitution.  Any stockholder executing a proxy has the power to               
revoke the proxy at any time before it is voted.  This right of                 
revocation is not limited or subject to compliance with any                     
formal procedure.  Any stockholder may attend the meeting and                   
vote in person whether or not the stockholder has previously                    
given a proxy.                                                                  

Stockholder proposals intended to be presented at the 1995                
annual meeting must be received by the Company for inclusion in                 
the Company's proxy statement and proxy relating to that meeting                
by [October 30], 1995.                                                          

ELECTION OF DIRECTORS                 

The entire Board of Directors of the Company will be elected              
to hold office until the next annual meeting of stockholders and                
until their respective successors are elected and have qualified.               
All eleven nominees currently serve as directors of the Company.                

It is intended that all proxies received, unless otherwise                
indicated, will be voted for the election of the persons named in               
the following table, to serve until the next annual meeting of                  
stockholders and until their successors are duly elected and                    
qualified.  If any nominee should become unable or unwilling to                 
serve, the proxies will be voted for the election of such person                
as may be designated by the Board of Directors to replace such                  
nominee.                                                                        

Information Concerning Nominees                                                 

The following table presents information concerning persons               
nominated by the Board of Directors for election as directors of                
the Company.  Except as indicated, the nominees have been                       
officers of the organizations named below as their principal                    
occupations or of affiliated organizations for more than five                   
years.  Positions of the nominees as trustees, directors, or                    
principal officers of the T. Rowe Price Mutual Funds (including                 
those Funds organized as trusts referred to herein as the "Price                
Funds") and of certain other affiliated registered investment                   
companies are also indicated.  Stock ownership information is                   
reported as of the record date.                                                 

    Age, principal occupation, directorships
        with public companies, and beneficial owner-
Name of Nominee             ship of Common Stock (percent of                    
class)                                                                          
Thomas H. Broadus, Jr.      Mr. Broadus is 57 years old and has                 
      been a director of the Company since 1979,
  a managing director since 1989, a vice
   president between 1971 and 1989, and an
       employee since 1966.  He is president and a
       director of the Blue Chip Growth Fund and a
trustee of the Equity Income Fund.  

     shares (     %) (6)

George J. Collins           Mr. Collins is 54 years old and has                 
      been a director of the Company since 1980,
       president and chief executive officer since
   1984, a managing director since 1989, a
     vice president between 1975 and 1984, and
     an employee since 1971.  He is a director
    or trustee of 19 equity and fixed income
       funds within the Price Funds.  Of these, he
    is chairman of 14 funds and president of
two funds.  (1)(2)(5)               

     shares (     %) (7)

James E. Halbkat, Jr. Mr. Halbkat is 60 years old and has been a                
      director of the Company since 1979.  He is
    President of U.S. Monitor Corporation, a
provider of public response systems.
(3)(4)(5)                           

14,000 shares *                     

Carter O. Hoffman           Mr. Hoffman is 67 years old and has                 
      been a director of the Company since 1973,
    a managing director since 1989, a senior
   vice president between 1980 and 1989, a
     vice president between 1966 and 1980, and
      an employee since 1961.  He is chairman of
    the Prime Reserve Fund and a director of
two other Price Funds.              

shares * (8)  

Henry H. Hopkins            Mr. Hopkins is 52 years old and has                 
      been a director of the Company since 1987,
  a managing director since 1989, a vice
   president between 1976 and 1989, and an
employee since 1972.                

     shares (     %) (9)

James S. Riepe              Mr. Riepe is 51 years old and has                   
      been a director of the Company since 1981,
a managing director since 1989, a   
     vice-president between 1981 and 1989, and
director of the investment services 
       division and an employee since 1981.  He is
     chairman of four of the 37 Price Funds on
      which he serves as a  director or trustee,
    is chairman of New Age Media Fund, Inc.,
   and is president and a director of CUNA
     Mutual Funds, Inc.  He is also a director
of Rhone-Poulenc Rorer, Inc., a     
pharmaceuticals company. (1)(2)     

      shares (     %) (10)

George A. Roche             Mr. Roche is 53 years old and has                   
      been a director of the Company since 1980,
 chief financial officer since 1984, a
managing director since 1989, a vice
   president between 1973 and 1989, and an
      employee since 1968.  He is a director and
  the president of the New Era Fund, and
   serves as a director of two other Price
funds.  (1)(2)                      

      shares (     %) (11)

John W. Rosenblum     Mr. Rosenblum is 51 years old and has been                
     a director of the Company since 1991.  He
 is the Tayloe Murphy Professor at the
Darden Graduate School of Business  
 Administration ("the Darden School"),
       University of Virginia, and was Dean of the
   Darden School from 1983 to 1993.  He is
      also a director of Chesapeake Corporation,
    a manufacturer of paper products; Cadmus
Communications Corp., a provider of 
printing and communication services;
      Comdial Corp., a manufacturer of telephone
  systems for businesses; and Cone Mills
    Corporation, a textiles producer. (3)(4)

shares *              

Robert L. Strickland  Mr. Strickland is 63 years old and has been               
     a director of the Company since 1991.  He
    is Chairman of Lowe's Companies, Inc., a
       retailer of specialty home supplies, and is
     a director of Hannaford Bros. Co., a food
retailer, since 1994.  (1)(3)(4)    

2,000 shares *                      

M. David Testa              Mr. Testa is 50 years old and has                   
      been a director of the Company since 1981,
  a managing director since 1989, a vice
   president between 1976 and 1989, and an
      employee since 1972.  He is a director and
      the president of the Equity Series, and is
   a director or trustee of 13 other Price
    Funds.  He serves as chairman of five of
these Funds. (1)(2)(5)              

      shares (     %) (12)

Philip C. Walsh             Mr. Walsh is 73 years old and has                   
      been a director of the Company since 1987.
       He is currently a consultant to Cyprus Amax
     Minerals Company, the successor by merger
      to Cyprus Minerals Company, and a director
     of Piedmont Mining Company.  From 1985 to
   1993, he served as a director of Cyprus
Minerals Company. (3)(4)(5)         

2,000 shares *                      

Beneficial ownership                                                            
of Common Stock by all                                                          
directors and executive                                                         
officers as a group                                                             
(22 persons)                          shares (        %) (13)                   

*  Indicates holdings of less than 1 percent.                             

(1)  Member of the Executive Committee of the Board of          
Directors.                                                          

(2)  Member of the Management Committee of the Board of         
Directors.                                                          

(3)  Member of the Audit Committee of the Board of              
Directors.                                                          

(4)  Member of the Executive Compensation Committee of          
the Board of Directors.                                             

(5)  Member of the Nominating Committee of the Board of         
Directors.                                                          

(6)  Includes            shares which may currently be          
acquired by Mr. Broadus upon the exercise of stock options.         
Also includes            shares held by Mr. Broadus as              
custodian for a minor child,            shares held by a            
charitable foundation of which Mr. Broadus is an executive          
officer, and            shares owned by family members.             
Also includes            shares held in trusts for members          
of Mr. Broadus's immediate family.  Does not include an             
aggregate of 140,000 shares held in trusts for family               
members of two other directors of the Company of which              
trusts Mr. Broadus is a co-trustee. Mr. Broadus disclaims           
beneficial ownership of the shares described in the two             
immediately preceding sentences.                                    

(7)  Includes            shares which may currently be          
acquired by Mr. Collins upon the exercise of stock options.         
Also includes 67,602 shares owned by a family member and as         
to which Mr. Collins disclaims beneficial ownership.                

(8)  Includes 14,000 shares owned by a family member and        
as to which Mr. Hoffman disclaims beneficial ownership.             

(9)  Includes            shares which may currently be          
acquired by Mr. Hopkins upon the exercise of stock options.         

(10) Includes            shares which may currently be          
acquired by Mr. Riepe upon the exercise of stock options.           
Also includes 20,000 shares owned by a member of                    
Mr. Riepe's family and 70,000 shares held in trusts for             
members of Mr. Riepe's family, as to which Mr. Riepe                
disclaims beneficial ownership.  Also includes 42,000               
shares held in a charitable foundation of which Mr. Riepe           
is a trustee and as to which Mr. Riepe has voting and               
disposition power.                                                  

(11) Includes            shares which may currently be          
acquired by Mr. Roche upon the exercise of stock options,           
and 200,000 shares held by or in trusts for members of              
Mr. Roche's family and as to which Mr. Roche disclaims              
beneficial ownership.                                               

(12) Includes            shares which may currently be          
acquired by Mr. Testa upon the exercise of stock options,           
and 80,000 shares held in trusts for members of Mr. Testa's         
family and as to which Mr. Testa disclaims beneficial               
ownership.                                                          

(13) Includes            shares which may currently be          
acquired by all executive officers as a group upon the              
exercise of stock options.                                          

Unless otherwise indicated in the foregoing notes, the                    
individuals named above have sole voting and disposition powers                 
over the shares beneficially owned by them.                                     

Information Regarding the Board of Directors and Certain                        
Committees                                                                      

During 1994 there were six meetings of the Board of Directors             
of the Company.  Each director attended at least 75% of the                     
combined total number of meetings of the Board and Board                        
committees of which he was a member.  The Board of Directors of                 
the Company has an Audit Committee, Executive Compensation                      
Committee, and a Nominating Committee.                                          

The Audit Committee meets with the Company's independent                  
accountants to review whether satisfactory accounting procedures                
are being followed by the Company and whether internal accounting               
controls are adequate, to inform itself with regard to non-audit                
services performed by the independent accountants, and to review                
fees charged by the independent accountants.  The Audit Committee               
also recommends to the Board of Directors the selection of                      
independent accountants.  The directors designated in note (3)                  
above are members of the Audit Committee, which met on four                     
occasions.                                                                      

As described in the report of the Executive Compensation                  
Committee, the Executive Compensation Committee establishes the                 
compensation for certain executive officers of the Company and                  
generally reviews benefits and compensation for all officers and                
employees.  It also administers the Company's stock option and                  
stock purchase plans.  The directors designated in note (4) above               
are members of this Committee and met [five] times.                             

The Nominating Committee advises the Board of Directors with              
respect to the selection and nomination of individuals to serve                 
as directors of the Company.  The directors designated in note                  
(5) on the previous page are members of the Nominating Committee                
and met on two occasions.  Nominations for director which are                   
presented to the Nominating Committee by stockholders are                       
considered in light of the needs of the Company, as well as the                 
nominee's individual knowledge, experience, and background.                     

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS                

Summary Compensation Table.  The following table sets forth               
certain information concerning the compensation for the last                    
three completed fiscal years of the chief executive officer and                 
the four executive officers of the Company who, in addition to                  
the chief executive officer, received the highest compensation                  
during 1994.                                                                    

SUMMARY COMPENSATION TABLE                

         Long-Term
All Other                                                                       
Annual Compensation (1)           Compensation
Awards   Compensation (4)                                                       

Name and                                 Securities Underlying                  
Principal Position     Year    Salary   Bonus (2)Options Granted                
(#) (3)                                                                         

George J. Collins      1994  $325,000   $1,250,000           -0-                
$22,500                                                                         
President, Chief Execu-1993   290,008   750,000           35,000                
30,000                                                                          
tive Officer and1992265,000   500,000        12,000       30,000                
Managing Director                                                               

James S. Riepe 1994 275,000 1,250,000           -0-       22,500                
Managing Director      1993   248,750   750,000           30,000                
30,000                                                                          
1992 230,000   500,000        24,000       30,000 

George A. Roche1994 275,000 1,250,000           -0-       22,500                
Chief Financial Officer1993   248,750   750,000           30,000                
30,000                                                                          
and Managing Director  1992   230,000   500,000           24,000                
30,000                                                                          

M. David Testa 1994 275,000 1,250,000       300,000       26,625                
Managing Director      1993   248,750   750,000           30,000                
33,731                                                                          
1992 230,000   500,000        24,000       33,450 

Brian C. Rogers1994 250,000   810,000        25,000       26,250                
Managing Director      1993   220,833   400,000           24,000                
33,312                                                                          
1992 190,000   350,000        30,000       32,850 

(1)No officer named above received any perquisites
and other personal benefits the aggregate amount of which           
exceeded the lesser of either $50,000 or 10% of the total           
annual salary and bonus reported for 1994 in the Summary            
Compensation Table.                                                 

(2)Bonuses are generally based upon individual,   
group, and corporate performance and are allocated and paid         
at year end.  Bonuses are discretionary and vary                    
significantly from year to year and among eligible                  
employees.  In recent years, bonuses have been a                    
significant portion of compensation.  See "Report of the            
Executive Compensation Committee."  Payment of the portion          
of the 1994 Bonus that is not deductible for federal income         
tax purposes has been deferred until such time as it will           
be deductible.                                                      

(3)The number of shares subject to options have   
been adjusted in accordance with the terms of the options           
for the two-for-one stock split effective at the close of           
business on November 30, 1993.                                      

(4)Included in other compensation is a $22,500,   
$30,000 and $30,000 contribution for 1994, 1993 and 1992,           
respectively, for each of the named individuals to the              
Company's tax-qualified profit sharing plan, which provides         
retirement benefits based on the investment performance of          
each participant's account under the plan.  Also includes           
$4,125, $3,731 and $3,450 in employer matching                      
contributions under the Company's 1986 Employee Stock               
Purchase Plan for Mr. Testa for 1994, 1993 and 1992,                
respectively, and $3,750, $3,312 and $2,850 in employer             
matching contributions under the Company's 1986 Employee            
Stock Purchase Plan for Mr. Rogers for 1994, 1993 and 1992,         
respectively.                                                       

Option Grants Table.  The following table sets forth certain              
information relating to options granted to purchase shares of                   
Common Stock of the Company.  Options generally become                          
exercisable in the first through fifth anniversaries of the date                
of grant.  The Company's 1990 and 1993 Stock Incentive Plans                    
provide that the right to exercise options may be accelerated by                
the Company.  Any decision to accelerate options held by                        
executive officers will be made in the sole discretion of the                   
Executive Compensation Committee on such terms and conditions as                
this committee determines to be appropriate under the                           
circumstances.                                                                  

OPTION GRANTS IN LAST FISCAL YEAR                 

Individual Grants                 

Number ofPercent of                 Potential Realizable      
Value at As-                                                                    
SecuritiesTotal Options              sumed Annual Rates         
of Stock Price                                                                  
UnderlyingGranted to Exercise or     Appreciation for           
Option Term (2) _                                                               
Options Employees inBase Price Expiration                   
Name   Granted (#)Fiscal Year(Per Share)(1)  Date    0%(3)   5%         10%     

George J. Collins0       0%      N/A      N/A   $0     $0      $0               

James S. Riepe   0       0       N/A      N/A    0      0       0               

George A. Roche  0       0       N/A      N/A    0      0       0               

M. David Testa300,000 24.4%   $32.25 11/10/04    0$6,084,600$15,419,400         

Brian C. Rogers25,000  2.0     32.25 11/10/04    0507,0501,284,950              

The 5% and 10% assumed rates of stock price appreciation        
used to calculate potential gains to optionees are mandated by                  
the rules of the Securities and Exchange Commission.  To put                    
these hypothetical gains into perspective, the following                        
additional information is being provided.                                       

   Percent of                 Potential Realizable
Value at As-                                                                    
    Total Options              sumed Annual Rates of
Stock Price                                                                     
Granted to Exercise or     Appreciation for 
Option Term (2) _                                                               
OptionsEmployees inBase Price Expiration                  
Name       GrantedFiscal Year(Per Share)(1)  Date    0%(3)   5%                 
10%                                                                             

All Stockholders (4)    N/A      N/A      N/A  N/A   0   $582,319,4             
43$1,475,695,431                                                                

Potential Gain to                                                               
Named Executives as                                                             
a Percentage of Potential                                                       
All Stockholders Gain   N/A      N/A      N/A  N/A   N/A    1.13%               
1.13%                                                                           

(1)Options were granted at 100% of fair market    
value on the date of grant.                                         

(2)The dollar amounts set forth under these       
columns are the result of calculations of assumed annual            
rates of stock price appreciation from November 11, 1994            
(the date of grant of the 1994 option awards) to                    
November 10, 2004 (the date of expiration of such options)          
of 0%, 5%, and 10%, the latter two assumed rates being              
required under the rules of the Securities and Exchange             
Commission.  Based on these assumed annual rates of stock           
price appreciation of 0%, 5%, and 10%, respectively, the            
Company's stock price at November 10, 2004 is projected to          
be $32.25, $52.532, and $83.648, respectively.  These               
assumptions are not intended to forecast future                     
appreciation of the Company's stock price.  Indeed, the             
Company's stock price may increase or decrease in value             
over the time period set forth above.  The potential                
realizable value computation does not take into account             
federal or state income tax consequences of option                  
exercises or sales of appreciated stock.                            

(3)Optionees will not realize value under their   
1994 option grants without a stock price appreciation which         
will benefit all stockholders.                                      

(4)The number of shares subject to options granted
in 1994 is not included in the number of shares outstanding         
used to calculate potential realizable value at the assumed         
annual rates of stock price appreciation of 0%, 5%, and             
10%, respectively.                                                  

Aggregated Option Exercises and Fiscal Year-End Option Values             
Table.  The following table sets forth certain information                      
concerning the exercise of stock options, the number of                         
unexercised options and the value of unexercised options at the                 
end of 1994 for the executive officers whose compensation is                    
reported in the Summary Compensation Table.  Value is considered                
to be, in the case of exercised options, the difference between                 
the exercise price and the market price on the date of exercise,                
and, in the case of unexercised options, the difference between                 
the exercise price and market price at December 31, 1994.                       

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR                 
AND FISCAL YEAR END OPTION VALUES                 

  Number of Secur-
               ities Underlying  Value of Un
exercised                                                                       
                                 Unexercised Options      "In-the-Money" Options
                                 at December 31, 1994       at December 31, 1994
Shares Acquired     Value (Exercisable/     (Exercisable/         
Name   on Exercise (1)   RealizedUnexercisable) (1)           Unexercisable) (2)

George J. Collins  N/A        N/A39,800/47,200     $627,725/$3                  
60,150                                                                          

James S. Riepe   4,800   $110,70027,600/56,000     275,250/530                  
,000                                                                            

George A. Roche  8,600    153,52519,200/56,000     166,050/530                  
,000                                                                            

M. David Testa  11,100    250,21927,300/356,000    295,881/530                  
,000                                                                            

Brian C. Rogers 11,000    222,37594,800/88,000     1,553,438/7                  
09,312                                                                          

  (1)All share and per share figures have been
adjusted in accordance with the terms of the options for            
the two-for-one stock split effective at the close of               
business on November 30, 1993.                                      

  (2)An "In-the-Money" option is an option for
which the option price of the underlying stock is less than         
the market price at December 31, 1994, and all of the value         
shown reflects stock price appreciation since the granting          
of the option.                                                      

Compensation of Directors.  Directors who are also officers do            
not receive directors' fees. Each independent director received a               
$50,000 retainer for his 1994 services as a director and member                 
of the various committees on which he serves.                                   

Executive Compensation Committee Interlocks and Insider                         
Participation                                                                   

During 1994 Philip C. Walsh (Chairman), James E. Halbkat, Jr.,            
John W. Rosenblum, and Robert L. Strickland served as members of                
the Executive Compensation Committee.  No director or executive                 
officer of the Company is a director or executive officer of any                
other corporation that has a director or executive officer who is               
also a director or board committee member of the Company.                       

Report of the Executive Compensation Committee                                  

The  Executive  Compensation  Committee  of  the  Board   of          
Directors  (the "Committee"), comprised solely of the independent               
directors  named  below,  is responsible  to  the  Board  and  by               
extension  to  the  stockholders for: (i)  determination  of  the               
compensation  of  the  chief  executive  officer  and  the  other               
managing   directors  who  are  also  members  of  the  Company's               
management   committee  (collectively,  the   "Senior   Executive               
Officers") as well as the other officers of the Company  who  are               
also  directors;  (ii)  administration  of  the  Company's  stock               
incentive  plans as required by Rule 16b-3 under  the  Securities               
Exchange  Act  of  1934; and (iii) review  and  approval  of  the               
compensation policies and general levels of compensation for  the               
Company's  remaining Managing Directors and other  key-employees,               
for  whom  individual  compensation  decisions  are  made  by   a               
management-level compensation committee.                                        

The  Committee recognizes that the investment management and          
securities   industries   are  highly   competitive,   and   that               
experienced professionals have significant career mobility.   Its               
members  believe that the ability to attract, retain and  provide               
appropriate  incentives  for  the  highest  quality  professional               
personnel  is  essential  to  retain  the  Company's  competitive               
position  in the mutual fund and investment management  industry,               
and  thereby to provide for the long-term success of the  Company               
in the interests of its shareholders.                                           

The  Committee  believes  that competitive  levels  of  cash          
compensation,  together with equity incentive programs  that  are               
consistent  with  shareholder interests, are  necessary  for  the               
motivation and retention of the company's professional personnel.               
The Company's compensation programs are keyed to achievement,  as               
determined  by the Committee, of short- and long-term performance               
goals.                                                                          

During 1994, base salaries for each of the individuals named          
in the table on page __ (the "Named Officers") were unchanged                   
from the annual levels established during 1993 (which levels, ,                 
in the case of each of the Senior Executive Officers had not                    
previously been changed since the Company's initial public                      
offering in 1986.  Consistent with compensation practices                       
generally applied in the investment management and other                        
financial services industries with whom the Company competes for                
talent, base salaries for the Named Officers are intended to form               
a relatively low percentage (substantially below 50%) of total                  
cash compensation.  The annual discretionary cash bonus has been                
the principal means of rewarding the Named Officers for                         
individual and group performance and, in recent years, has been                 
the major component of cash compensation.  At the outset of 1994,               
the Company's Board of Directors established a specific earnings                
target relative to three year average growth rates and a                        
corresponding target bonus pool that is available for the payment               
of bonuses to a significant number of the Company's professional                
staff.  During the course of the year, the amount of the                        
aggregate bonus pool was substantially increased above the                      
initial target bonus pool to reflect the fact that the Company's                
performance during the year substantially exceeded the initial                  
earnings target.                                                                

The Executive Compensation Committee first determined the             
portion of the aggregate bonus pool to be made available to the                 
other persons (other than the Named Officers) eligible to receive               
awards from the aggregate bonus pool.  The Executive Compensation               
Committee then determined individual bonus awards for the Named                 
Officers that would be made available from the remainder of the                 
aggregate bonus pool.  In making bonus awards to all                            
participants, the Company and the Committee recognized that                     
market and competitive forces require compensation levels for a                 
significant percentage of the Company's investment and other                    
professional staff sufficient to prevent loss of promising                      
personnel to direct competitors or other participants in the                    
investment and financial services markets.                                      

In addition to its primary consideration of the quantitative          
factors described above, the Committee gave significant                         
consideration to a series of specific, qualitative performance                  
factors that it believed reflected the Named Officers'                          
performance but were not capable of precise measurement.  The                   
qualitative factors were considered for purposes of determining                 
both the aggregate amount of the bonus pool to be made available                
as well as individual bonus awards.   For 1994, the principal                   
qualitative factors which the Committee assessed in determining                 
the incentive compensation of the Senior Executive Officers                     
included relative investment performance, marketing                             
effectiveness, management of corporate assets, expense control,                 
and corporate infrastructure development.  These qualitative                    
factors were not accorded specific weightings, and were applied                 
by the Executive Compensation Committee as appropriate to take                  
into account the varied individual responsibilities among the                   
Senior Executive Officers.  The Committee determined that the                   
Senior Executive Officers as a team had demonstrated outstanding                
long-term management performance in these areas.  In the view of                
the Committee, this performance could have justified a                          
significant further increase in the bonus pool over and above the               
amount previously determined due to the strong financial                        
performance, but the Committee determined to make no further                    
upward adjustments.  In the case of Mr. Rogers, the principal                   
qualitative factor weighed was the superior investment                          
performance of the portfolios for Mr. Rogers was responsible.                   

In light of the decision to recommend for stockholder                 
approval a performance-based incentive plan for years beginning                 
in 1995, as described elsewhere in this proxy statement, the                    
Committee determined to defer payment of a portion of the cash                  
bonuses payable to each of the Named Officers that would be non-                
deductible in 1994 until such time as these payments are fully                  
deductible or the Committee otherwise determines to effect the                  
payments.  Assuming stockholder ratification of the bonus plan                  
described on pages __ to __, the deferred portion of the 1994                   
bonus will be paid during 1995.  Thus, no portion of the                        
compensation payable to the Named Executive Officers for 1994                   
performance is expected to be non-deductible.                                   

In  recent  years, equity incentive awards in  the  form  of          
stock  option  grants  have been directed primarily  to  officers               
including  certain  managing  directors  other  than  the  Senior               
Executive  Officers.   Individual  awards  have  been  based   on               
evaluation  of  the  same individual and group performance  goals               
that  form the basis of bonus awards.  Preliminary determinations               
for  key  employees other than Managing Directors are made  by  a               
management-level compensation committee, which are then  reviewed               
and approved by the Executive Compensation Committee.                           

The Executive Compensation Committee has compared the                 
Company's compensation levels to relevant publicly available data               
for the investment management, securities and other financial                   
service industries and found the Company's compensation levels to               
be competitive.  Certain of these companies are included in the                 
CRSP Total Return Index for NASDAQ Financial Stocks shown in the                
Stock Performance Chart below.  The Company believes it competes                
for executive talent with a large number of investment                          
management, securities, and other financial services companies,                 
some of which are privately owned and others of which have                      
significantly larger market capitalizations than the Company.                   
The practice of the Company and the Executive Compensation                      
Committee is to review available compensation data from a large                 
universe of financial services companies.  The Executive                        
Compensation Committee receives the assistance of an independent                
compensation consulting firm in reviewing and analyzing comparing               
this data and determining executive compensation and policies.                  
The Committee's goal is to maintain compensation programs which                 
are competitive and, where performance justifies, above industry                
compensation averages.  The Committee determined that actual 1994               
compensation packages were consistent with this goal.                           

In establishing the compensation of the Named Officers, the           
Committee took into account the fact that the four Senior                       
Executive Officers constituted the Company's senior management                  
team during 1994 and thus had broad Company-wide management                     
responsibilities as well as line operating responsibilities.                    
Each of these individuals has been a member of the Company's                    
Management Committee since 1984.  A larger base salary for Mr.                  
Collins reflected the additional responsibilities inherent in his               
position as Chief Executive Officer.  The levels of 1994 bonus                  
compensation reflected attainment by the Company of record                      
operating income and earnings per share, in each case                           
substantially in excess of initial targets, as well as the                      
consistently  favorable performance relative to specific                        
qualitative performance factors discussed above.  Subject to the                
considerations regarding the long-term contributions of Mr. Testa               
described below, the four Senior Executive Officers were viewed                 
as making generally equivalent contributions to 1994 performance.               
In the case of Mr. Rogers, the Executive Compensation Committee                 
took into consideration the strong investment performance and                   
growth in assets under management of the Company's Equity Income                
Fund, of which Mr. Rogers is the chief portfolio manager, and the               
fact that this fund is one of the largest of the T. Rowe Price                  
mutual funds and an important contributor to Company revenues.                  

In 1994, the Executive Compensation Committee determined to           
make a stock option award to M. David Testa covering 300,000                    
shares of common stock at the closing NASDAQ price on the date of               
grant ($__ per share).  This option award was significantly                     
greater than option awards that had been made in the past and was               
made in recognition of past performance as well as to provide Mr.               
Testa strong incentives to continue to provide the Corporation                  
with similar contributions for the foreseeable future.  In making               
this award, the Executive Compensation Committee specifically                   
recognized the unique contribution of Mr. Testa over a long                     
number of years to the creation, growth, and leadership of the                  
Company's international investment management business which was                
a major contributor to the Company's investment management asset                
and revenue growth in 1994 and a very significant contributor in                
prior recent years.  The Committee also considered Mr. Testa's                  
significant contributions to leadership and restructuring of the                
Company's equity management function, which has enjoyed                         
consistently favorable relative investment performance in recent                
years, and his broad Company-wide management functions.  In order               
to minimize the dilutive effect of option awards, the Executive                 
Compensation Committee determined to make no option awards during               
1994 to the other Senior Executive Officers.                                    

In determining option awards, the Executive Compensation              
Committee received the advice of its independent compensation                   
consultants concerning option award practices of other public                   
companies, including  companies which compete with the                          
Corporation for talent.                                                         

In making this option award, the Committee's intention was            
to recognize superior past long-term performance, to provide an                 
additional incentive to continue this performance for a                         
significant period in the future, and to reinforce the Company's                
policies to base compensation awards to its executive officers                  
largely on performance.  To solidify the link of the award to Mr.               
Testa to long-term future performance, Mr. Testa's option award                 
becomes first exercisable in three equal annual installments                    
commencing in November, 1997 and expires in November, 2004, which               
is longer than the vesting period established in other stock                    
option grants awarded by the Company in recent years.                           

During 1994, the Executive Compensation Committee determined          
to implement a bonus plan for years commencing January 1, 1995                  
that would permit full deductibility of bonus payment.  The                     
Company's Executive Incentive Compensation Plan, included on                    
pages __ to __ of this proxy statement, has been recommended to                 
stockholders for approval at the 1995 annual meeting.                           

The Executive Compensation Committee believes that 1994               
compensation levels disclosed in this proxy statement are                       
reasonable and appropriate in light of the very strong results                  
relative to the Corporation's  financial and qualitative                        
performance targets.                                                            

         Philip C. Walsh, Chairman
     James E. Halbkat, Jr.
 John W. Rosenblum
    Robert L. Strickland

STOCK PERFORMANCE CHART                 

As part of the proxy statement disclosure requirements                    
mandated by the Securities and Exchange Commission, the Company                 
is required to provide a five-year comparison of the cumulative                 
total shareholder return on its Common Stock with that of a broad               
equity market index and either a published industry index or a                  
Company-constructed peer group index.                                           

The following chart compares the yearly percentage change in              
the cumulative total shareholder return on the Company's Common                 
Stock during the five years ended December 31, 1994 with the                    
cumulative total return on the CRSP Total Return Index for the                  
NASDAQ Stock Market (US Companies), the CRSP Total Return Index                 
for NASDAQ Financial Stocks, and the S&P 500 Index.  The                        
comparison assumes $100 was invested on December 31, 1989 in the                
Company's Common Stock and in each of the foregoing indices and                 
the reinvestment of dividends.                                                  

There can be no assurance as to future trends in the                      
cumulative total return of the Company's Common Stock or of the                 
following indices.  The Company does not make or endorse any                    
predictions as to future stock performance.                                     

PERFORMANCE GRAPH                                                               

GRAPH PLOT POINTS                                                               

1989            1991    1992           1994 
1990                   1993 
T. Rowe Price  $100            $161    $166           $227                
Associates,            $84                    $215                        
Inc.                                                                      
CRSP Total     100             136     159            177                 
Return Index           85                     181                         
for the                                                                   
NASDAQ Stock                                                              
Market (US                                                                
Companies)                                                                
(1)                                                                       
CRSP Total     100             119     170            198                 
Return Index           77                     197                         
for NASDAQ                                                                
Financial                                                                 
Stocks (1)                                                                
S&P 500 Index  100             126     136            152                 
(2)                    97                     150                         

(1)The CRSP Total Return Index for the NASDAQ Stock         
Market (US Companies) is an index comprising all domestic           
common shares traded on the NASDAQ National Market and the          
NASDAQ Small-Cap Market.  The CRSP Total Return Index for           
NASDAQ Financial Stocks is an index comprising all                  
financial company American Depository Receipts, domestic            
common shares and foreign common shares traded on the               
NASDAQ National Market and the NASDAQ Small-Cap Market.             
This index represents SIC Codes 60 through 67.  The Company         
will provide the names of companies included in this index          
upon the written request of the stockholder.  These indices         
were prepared for NASDAQ by the Center for Research in              
Securities Prices ("CRSP") at the University of Chicago and         
distributed to NASDAQ-listed companies to assist them in            
complying with proxy rule disclosure requirements.  The             
Company has not independently verified the computation of           
these total return indices.                                         

(2)Total return performance for the S&P 500 Index           
provided by Standard & Poor's.                                      
PROPOSALS TO INCREASE AUTHORIZED COMMON STOCK               
AND TO CREATE A CLASS OF UNDESIGNATED PREFERRED STOCK               

The Board of Directors of the Company has adopted resolutions             
declaring advisable and recommending to the Company's                           
stockholders for their approval, two separate amendments to the                 
Company's charter.  The first amendment provides for the increase               
of the authorized shares of Common Stock from 48,000,000 shares                 
to 100,000,000 shares.  The second amendment provides for the                   
creation of a class of 20,000,000 shares of undesignated                        
Preferred Stock, which would be subject to classification and                   
reclassification by the Board of Directors without stockholder                  
approval.  The text of the proposed amendments is included in the               
form of Articles of Amendment attached hereto as Exhibit A.                     

The terms of the proposed class of Preferred Stock provides               
that the preferences, conversion and other rights, voting powers,               
restrictions, limitations as to dividends, qualifications and                   
terms and conditions of redemption thereof (collectively, the                   
"Limitations and Restrictions") may be determined by the Board of               
Directors of the Company prior to the issuance of such stock.  As               
such, the Board of Directors of the Company will in the event of                
the approval of this proposal by the Company's stockholders be                  
entitled to authorize the creation and issuance of 20,000,000                   
shares of Preferred Stock in one or more series with such                       
Limitations and Restrictions as may be determined in the Board's                
sole discretion, with no further authorization by stockholders                  
required for the creation and issuance thereof.                                 

The additional shares of Common Stock and Preferred Stock                 
could be issued, in many cases without stockholder approval, for                
a variety of corporate purposes including the raising of                        
additional capital to support expansion of the Company's growth,                
either through internally-generated growth or through                           
acquisitions, and issuances in connection with the acquisition of               
other business organizations, employee incentive plans, stock                   
splits and recapitalizations of the Company's capital structure.                
The Company regularly reviews various acquisition prospects and                 
periodically engages in discussions regarding such possible                     
acquisitions.  Currently, the Company is not a party to any                     
agreements or understandings regarding any material acquisitions.               

The Board of Directors is required to make any determination              
to issue shares of Common Stock or Preferred Stock based on its                 
judgment as to the best interests of the stockholders and the                   
Company.  Although the Board of Directors has no present                        
intention of doing so, it could issue shares of Common Stock or                 
Preferred Stock that could, depending on the terms of such                      
series, make more difficult or discourage an attempt to obtain                  
control of the Company by means of merger, tender offer, proxy                  
contest or other means.  When, in the judgment of the Board of                  
Directors, this action will be in the best interest of the                      
stockholders and the Company, such shares could be used to create               
voting or other impediments or to discourage persons seeking to                 
gain control of the Company.  Such shares could be privately                    
placed with purchasers favorable to the Board of Directors in                   
opposing such action.  The Board of Directors could also                        
authorize holders of a series of Preferred Stock to vote either                 
separately as a class or with the holders of the Company's Common               
Stock, on any merger, sale or exchange of assets by the Company                 
or any other extraordinary corporate transaction.  The issuance                 
of new shares could also be used to dilute the stock ownership of               
a person or entity seeking to obtain control of the Company                     
should the Board of Directors consider the action of such entity                
or person not to be in the best interests of the stockholders and               
the Company.  In addition, the shares of Preferred Stock could be               
issued in the event the Board of Directors were to adopt a                      
stockholder rights plan in order to protect stockholders in the                 
event of an unsolicited attempt to acquire the Company which the                
Board of Directors does not believe to be in the best interests                 
of the Company's stockholders.  The Company has no present                      
intention of issuing shares of Preferred Stock or to adopt a                    
stockholder rights plan.  Accordingly, the terms of any Preferred               
Stock subject to this proposal cannot be stated or estimated with               
respect to any or all of the Preferred Stock authorized.                        

The Board of Directors believes the increase in the authorized            
Common Stock and the creation of the Preferred Stock are in the                 
best interests of the Company and its stockholders and has                      
declared the amendment advisable.  Stockholders are required                    
under SEC rules to consider the two amendments separately.  The                 
Board of Directors recommends a vote "FOR" the amendment to the                 
Company's charter to increase from 48,000,000 to 100,000,000                    
shares the authorized Common Stock and "FOR" the amendment to the               
Company's charter to authorize 20,000,000 shares of a new class                 
of undesignated Preferred Stock.  The affirmative vote of a                     
majority of the total number of shares of Common Stock                          
outstanding will be required for adoption of each of the two                    
amendments.  Abstentions and broker non-votes will have the                     
effect of a vote against each of the amendments.  The proposals                 
are independent such that failure to adopt one proposal will not                
affect adoption of the other proposal.                                          

Proposal to Approve Executive Incentive Compensation Plan               

On February 2, 1995, the Executive Compensation Committee             
recommended to the Board of Directors adoption of the Executive                 
Compensation Plan (the "Incentive Plan").  The Board of Directors               
adopted the Incentive Plan on February 2, 1995, subject to                      
stockholder approval.  The following description constitutes the                
Incentive Plan:                                                                 

Purpose and Effects of Incentive Plan.  The purpose of the            
Incentive Plan is to assure that the cash compensation of the                   
Chief Executive Officer ("CEO") and the other executive officers                
whose compensation is required to be reported in the                            
Corporation's annual proxy statement would be fully deductible                  
for federal income tax purposes, notwithstanding the $1,000,000                 
annual limitation on certain types of compensation imposed by                   
Section 162(m) of the Internal Revenue Code of 1986, as amended.                
The effect of adoption of the Incentive Plan is to establish                    
maximum amounts of incentive compensation payable of the chief                  
executive officer and certain other executive officers tied                     
directly to attainment of specific financial performance targets.               
Thus, incentive compensation payments would be further aligned                  
with the interests of all stockholders.                                         

Participation.  The Participants in the Incentive Plan shall          
be the CEO, the members of the Company's management committee,                  
and certain other executive officers of the Corporation                         
designated at the outset of the fiscal year by the Executive                    
Compensation Committee of the Board of Directors (the                           
"Committee"), which Committee is comprised solely of independent                
directors.  At February 2, 1995, the Corporation had __ managing                
directors, ___ of whom were designated by the Executive                         
Compensation Committee to be Participants.  Amounts payable from                
the Incentive Pool (computed in accordance with the following                   
paragraph) established under the Incentive Plan are in addition                 
to, and not in substitution for, base salaries, which have                      
generally been reviewed by the Committee annually at                            
approximately mid-year.  Unless otherwise determined by the                     
Executive Compensation Committee in its sole discretion, the CEO                
and the other members of the Management Committee are only                      
eligible to receive annual bonuses from the Incentive Pool only.                
Other Participants will be eligible for other incentive                         
compensation based upon the operating performance, as evaluated                 
by the Executive Compensation Committee with the input of                       
management, of the business unit for which such Participant is                  
responsible, in addition to amounts payable from the Incentive                  
Pool.                                                                           

Establishment of Incentive Pool under the Incentive Plan.             
The Incentive Plan establishes and Incentive Pool payable to the                
Participants under the Incentive Plan in the aggregate for any                  
fiscal year of the Corporation  The Incentive Pool is determined                
under the formula described below which relates incentives to the               
Company's annual Income before Income Taxes and Minority                        
Interests for that year, net of extraordinary items as determined               
under generally accepted accounting principles ("Adjusted                       
Earnings"), subject to a requirement that a threshold ratio of                  
net income (excluding the effect of extraordinary items) to                     
average stockholders' equity for the fiscal year ( the "Threshold               
ROE") is attained.  The Incentive Pool will be computed on a                    
cumulative basis as follows:  (1) for Adjusted Earnings up to $25               
million, 5% of Adjusted Earnings will be available under the                    
Incentive Pool, establishing a maximum Incentive Pool of                        
$1,250,000; (2) for Adjusted Earnings above $25 million to $50                  
million, an additional 7% of Adjusted Earnings will be available                
under the Incentive Pool, establishing a maximum cumulative                     
Incentive Pool of $3,000,000; and (3) for Adjusted Earnings above               
$50 million, an additional 8% of Adjusted Earnings will be                      
available under the Incentive Pool, establishing a maximum                      
cumulative Incentive Pool of $3,000,000 plus 8% of Adjusted                     
Earnings over $50 million.                                                      

The Threshold ROE is defined under the Incentive Plan as the          
ratio of  annual net income (excluding the effect of                            
extraordinary items) to average stockholders' equity.  The                      
Threshold ROE that must be attained to permit payment of the                    
maximum cumulative Incentive Pool to be fully payable under the                 
Incentive Plan is 20%.  If the Company's ROE for the fiscal year                
is less than 20% but at least 10%, for each full percentage point               
shortfall the maximum cumulative Incentive Pool is reduced by                   
five percentage points.  Thus, if the ROE is 15%, three-quarters                
(75%) of the maximum cumulative Incentive Pool shall be payable,                
and if the ROE is 10%, one-half (50%) of the maximum cumulative                 
Incentive Pool shall be payable.  If the Threshold ROE falls                    
below 10% for any fiscal year, there shall be no Incentive Pool                 
and no bonus payment will be made under this Incentive Plan for                 
that fiscal year.                                                               

Payments under the Incentive Plan.  The maximum share of the          
Incentive Pool payable to any Participant is limited to 40%.  The               
actual amount paid from the Incentive Pool for any fiscal year                  
may be less but not greater than the maximum cumulative amount                  
available for payment from the Incentive Pool, based on the                     
formula for that year, and the Executive Compensation Committee                 
shall have sole and exclusive discretion to reduce the share or                 
amount payable to any Participant from the Incentive Pool.                      

Prior to the payment of any amounts under from the Incentive          
Pool for any fiscal year, the Executive Compensation Committee                  
shall certify in writing that the Threshold ROE, Adjusted                       
Earnings goals and any other material terms used to determine                   
amounts payable from the Incentive Pool were in fact satisfied.                 
For this purpose, approved minutes of the Executive Compensation                
Committee shall be treated as a written certification.  All                     
amounts payable from the Incentive Pool shall be paid in cash as                
soon as practicable after such certification.  Amounts payable                  
from the Incentive Pool may be approved and certified by the                    
Executive Compensation Committee in December of each year based                 
on preliminary financial information available at that time.                    

The actual amounts that will be paid to Participants from             
the Incentive Pool for 1995 and future years are not currently                  
determinable, as such amounts will depend on the Company's                      
results of operations and return on average equity, the                         
Participant's performance relative to other qualitative and                     
quantitative performance standards, and the Executive                           
Compensation Committee's determination of the share or amount of                
the maximum cumulative Incentive Pool to be paid to each                        
Participant.  Similarly, since the Incentive Plan was not in                    
effect for 1994 or prior years, it is not possible to determine                 
the amounts under the Incentive Plan which would have been                      
received by the Participants from a hypothetical Incentive Pool                 
for 1994 or prior  years, except that the maximum amount payable                
to any single Participant would have been approximately $3.5                    
million and the average amount payable to all Participants had                  
they received equal incentive awards would have been                            
approximately $1.7 million.  The bonus awards for 1994                          
performance and prior years since the Company's initial public                  
offering have been considerably less than the amounts payable had               
the Incentive Plan been in place for those years and the                        
Incentive Pool computed with respect to the Company's operating                 
results for the years in question.                                              

Amendments or Termination.  The Incentive Plan may be                 
amended or terminated at any time at the sole discretion of the                 
Board of Directors.  No amendment of the Incentive Plan may                     
increase the amount available under the Incentive Pool or                       
increase the allocation of benefits between Participants from the               
Incentive Pool without the requirement of a vote of the                         
stockholders.                                                                   

The Board of Directors recommends a vote "FOR" approval of            
the Incentive Plan.  The affirmative vote of a majority of the                  
votes cast at the meeting will be required to approve the                       
Incentive Plan.  Accordingly, abstentions and broker non-votes                  
will not be considered to be votes cast and will have no effect                 
on the outcome of the matter.                                                   

Proposed 1995 Director Stock Option Plan                

The Company's 1995 Director Stock Option Plan (the "Director          
Plan") was approved by the Board of Directors on February __,                   
1995, subject to stockholder approval.  A copy of the Director                  
Plan is attached hereto as Exhibit B, and the following summary                 
description is qualified by reference to the Director Plan.  The                
purpose of the Director Plan is to provide Non-Employee Directors               
with a larger equity interest in the Company in order to attract                
and retain well-qualified individuals to serve as Non-Employee                  
Directors and to further align the interests of Non-Employee                    
Directors of the Company with those of the stockholders of the                  
Company.                                                                        

Number of Shares                                                                

The Director Plan provides that _______ shares of the                 
Company's Common Stock, which number is subject to adjustment to                
reflect certain subsequent stock changes such as stock dividends,               
stock splits, and share exchanges, will be available for the                    
granting of stock options, stock appreciation rights, and stock                 
awards, from time to time, to Non-Employee Directors of the                     
Company.  If an option expires before its exercise, the shares                  
may again be subject to options.                                                

Administration; Eligibility                                                     

The Director Plan shall be administered by the Board of               
Directors of the Corporation; provided that, in administering the               
Director Plan, the Board of Directors shall have no discretion                  
regarding the price, timing, or amount of options to be granted                 
under the Director Plan.  Only persons who are not employees of                 
the Company or any of its affiliates or subsidiaries ("Non-                     
Employee Directors") are eligible to participate in the Director                
Plan.                                                                           

Stock Options                                                                   

The stock options to be granted under the Director Plan are           
not qualified under any section of the Internal Revenue Code of                 
1986, as amended (the "Code") ("non-qualified options") and must                
be granted at 100% of the fair market value of the underlying                   
Common Stock on the date of grant.  The Director Plan provides                  
for the grant of option to purchase _____ shares of Common Stock                
to each existing Non-Employee Director who has been a director                  
for at least  ___ one year[s] on the first ______ in _____,1995                 
and, with respect to any current or future Non-Employee Director                
who does not receive such a grant, a grant of an option to                      
purchase _____ shares of Common Stock at the close of business on               
the date of the first regular meeting of the Board of Directors                 
after the ____ anniversary of the director's election to the                    
Board.  The Plan also provides for annual grants to each                        
director, after the initial ____share option grant, of an option                
to purchase _____ shares on each succeeding Annual Grant Date.                  
[The Plan limits the amount of options to be granted to any Non-                
Employee Director to options to purchase _____ shares.  -- under                
consideration.]  Upon exercise, the option price is to be paid in               
full in cash, in shares of the Company's Common Stock previously                
owned by the option holder or acquired upon option exercises                    
having a market value on the date of exercise equal to the                      
aggregate option price, or in a combination thereof.                            

Exercise; Expiration                                                            

Options granted under the Director Plan shall become                  
exercisable as follows: [to be determined and included in                       
definitive proxy statement] and shall expire ten years from the                 
date the option is granted.  No stock option may be exercised                   
after the earlier to occur of: (i) the expiration of [10 years]                 
after the date such option was granted;  and (ii) ___ after a Non-              
Employee Director ceases to be a Director for any reason, during                
which period any installments of options which first become                     
exercisable may be exercised by the Director.                                   

Amendments                                                                      

This Director Plan may be amended, suspended, terminated or           
reinstated, in whole or in part, at any time by the Board of                    
Directors; provided, however, that any provisions of this                       
Director Plan regarding the amount and price of options to be                   
awarded to Non-Employee Directors and the timing of awards, or                  
that may be deemed to set forth a formula that determines the                   
amount, price, and timing of awards, may not be amended more than               
once every six months, other than to comport with any changes in                
the Code, the Employee Retirement Income Security Act of 1974, as               
amended, or the rules under such statutes; and, provided further,               
however, that no such amendment shall become effective without                  
the approval of the stockholders of the Company to the extent                   
stockholder approval is required in order to comply with Rule 16b-              
3 of the Securities Exchange Act of 1934.                                       

Federal Income Tax Consequences                                                 

The following is a general summary of the current Federal             
income tax treatment of the non-qualified stock options, to be                  
granted under the Director Plan based upon the current provisions               
of the Code and regulations promulgated thereunder.  No tax                     
consequences result from the grant of the option.  An option                    
holder who exercises a non-qualified stock option with cash will                
generally realize compensation taxable as ordinary income in an                 
amount equal to the difference between the option price and the                 
fair market value of the shares on the date of exercise, and the                
Company will be entitled to a deduction from income in the sale                 
amount.  The option holder's basis in such shares will be the                   
fair market value on the date exercised, and when he disposes of                
the shares he will recognize capital gain or loss, either long-                 
term or short-term, depending on the holding period of the                      
shares.                                                                         

Recommendation of the Board of Directors; Vote Required                         

The Board of Directors recommends a vote "FOR" the Director           
Plan.  Approval requires a majority of the votes cast at the                    
meeting.  Accordingly, abstentions and broker non-votes will not                
be considered to be votes cast and will have no effect on the                   
outcome of the matter.                                                          

CERTAIN OWNERSHIP OF THE COMPANY'S COMMON STOCK                 

A Schedule 13G dated                     , 1995, states that              
Ariel Capital Management, Inc. ("Ariel"), an investment advisor                 
registered under the Investment Advisers Act of 1940,                           
beneficially owns 1,640,340 shares of the Company's Common Stock,               
or approximately 5.74% of the shares outstanding on that date.                  
The Schedule states that these shares are owned by various                      
investment advisory clients of Ariel and were acquired in the                   
ordinary course of business and not for the purpose of changing                 
or influencing control of the Company.  The address of Ariel is                 
307 North Michigan Avenue, Chicago, Illinois 60601.                             

COMPLIANCE WITH SECTION 16(a) OF                
THE SECURITIES EXCHANGE ACT OF 1934                 

Mr. Peter Van Dyke, a Managing Director of the Company,                   
acquired indirect beneficial ownership of 4,000 of Common Stock                 
on February 4, 1994, as a result of his appointment as Co-Trustee               
of the Beatrice Sommer Van Dyke Revocable Trust.  This event was                
reported on a Form 3 on October 11, 1994.                                       

SELECTION OF INDEPENDENT ACCOUNTANTS                

The Board of Directors, pursuant to the recommendation of its             
Audit Committee, has selected Price Waterhouse, independent                     
accountants, to examine the financial statements of the Company                 
for the year 1995.  This firm has served as independent                         
accountants of the Company since 1985.  A partner of the firm                   
will be present at the annual meeting and available to respond to               
appropriate questions, and will have an opportunity to make a                   
statement if he desires to do so.                                               

In 1994 Price Waterhouse performed various professional                   
services for the Company, including completion of the examination               
of financial statements of the Company for 1993, preliminary work               
on the examination for 1994, and preparation of corporate tax                   
returns.  Price Waterhouse also examines the financial statements               
of approximately 46% of the Price Funds as well as other                        
sponsored investment products.                                                  

The Audit Committee of the Board of Directors of the Company              
approved the audit services provided by Price Waterhouse and the                
related fees and took into consideration the non-audit services                 
provided by Price Waterhouse.  The Committee considered the                     
possible effect of these non-audit services on the independence                 
of Price Waterhouse and concluded there was no material effect                  
upon their independence.                                                        

OTHER MATTERS                 

The Board of Directors of the Company knows of no other                   
matters to be presented for action at the meeting other than                    
those mentioned above.  However, if any other matters properly                  
come before the meeting, it is intended that the persons named in               
the accompanying proxy will vote on such other matters in                       
accordance with their judgment of the best interests of the                     
Company.                                                                        
Exhibit A                 

T. ROWE PRICE ASSOCIATES, INC.                  

ARTICLES OF AMENDMENT                 

T. Rowe Price Associates, Inc., a Maryland corporation, having            
its principal office in Baltimore City, Maryland (which is                      
hereinafter called the "Corporation"), hereby certifies to the                  
State Department of Assessments and Taxation of Maryland that:                  

FIRST:  Article SIXTH of the charter of the Corporation is                
hereby amended to read as follows:                                              

SIXTH: (a) The total number of shares of stock of all classes           
which the Corporation has authority to issue is 120,000,000                     
shares of capital stock (par value $.20 per share), amounting in                
aggregate par value to $24,000,000, of which 100,000,000 shares                 
(par value $.20 per share), amounting in aggregate par value to                 
$20,000,000 are classified as "Common Stock" and 20,000,000                     
shares (par value $.20 per share) amounting in aggregate par                    
value to $4,000,000 are classified as "Preferred Stock."                        

(b) The following is a description of the preferences,                    
conversion and other rights, voting powers, restrictions,                       
limitations as to dividends, qualifications and terms and                       
conditions of redemption of the Common Stock and the Preferred                  
Stock of the Corporation:                                                       

COMMON STOCK                

(1)  The Common Stock shall not be subject to                       
classification or reclassification by the Board of                        
Directors, and shall have the rights and terms hereinafter                
specified, subject to the terms of any other stock provided               
in the charter pursuant to classification or                              
reclassification by the Board of Directors or otherwise in                
accordance with law.                                                      

(2)  Subject to the provisions of Article EIGHTH Section            
(3) of the charter of the Corporation, each share of Common               
Stock shall have one vote, and, except as otherwise                       
provided in respect of any Preferred Stock, the exclusive                 
voting power for all purposes shall be vested in the                      
holders of the Common Stock.                                              

(3)  Subject to the provisions of law and any                       
preferences of any Preferred Stock, dividends, including                  
dividends payable in shares of another class of the                       
Corporation's stock, may be paid on the Common Stock of the               
Corporation at such time and in such amounts as the Board                 
of Directors may deem advisable.                                          

(4)  In the event of any liquidation, dissolution or                
winding up of the Corporation, whether voluntary or                       
involuntary, the holders of the Common Stock shall be                     
entitled, after payment or provision for payment of the                   
debts and other liabilities of the Corporation and the                    
amount to which the holders of any Preferred Stock shall be               
entitled, to share ratably in the remaining net assets of                 
the Corporation.                                                          

PREFERRED STOCK                 

(5)  The Board of Directors shall have authority to                 
classify and reclassify any unissued shares of Preferred                  
Stock by fixing or altering in any one or more respects                   
from time to time before issuance the preferences,                        
conversion or other rights, voting powers, restrictions,                  
limitations as to dividends, qualifications or terms or                   
conditions of redemption of such shares of stock; provided,               
that the Board of Directors shall not classify or                         
reclassify any of such shares into shares of the Common                   
Stock, or into any class or series of stock (i) which is                  
not prior to the Common Stock either as to dividends or                   
upon liquidation and (ii) which is not limited in some                    
respect either as to dividends or upon liquidation.                       
Subject to the foregoing, the power of the Board of                       
Directors to classify and reclassify any of the shares of                 
Preferred Stock shall include, without limitation, subject                
to the provisions of the charter, authority to classify or                
reclassify any unissued shares of such stock into a class                 
or classes of preferred stock, preference stock, special                  
stock or other stock, and to divide and classic shares of                 
any class into one or more series of such class, by                       
determining, fixing, or altering one or more of the                       
following:                                                                

(a)  The distinctive designation of such class or           
series and the number of shares to constitute such                  
class or series; provided that, unless otherwise                    
prohibited by the terms of such or any other class or               
series, the number of shares of any class or series                 
may be decreased by the Board of Directors in                       
connection with any classification or                               
reclassification of unissued shares and the number of               
shares of such class or series may be increased by                  
the Board of Directors in connection with any such                  
classification or reclassification, and any shares of               
any class or series which have been redeemed,                       
purchased, otherwise acquired or converted into                     
shares of Common Stock or any other class or series                 
shall become part of the authorized capital stock and               
be subject to classification and reclassification as                
provided in this Section.                                           

(b)  Whether or not and, if so, the rates,                  
amounts and times at which, and the conditions under                
which, dividends shall be payable on shares of such                 
class or series, whether any such dividends shall                   
rank senior or junior to or on a parity with the                    
dividends payable on any other class or series of                   
Preferred Stock, and the status of any such dividends               
as cumulative, cumulative to a limited extent or non-               
cumulative and as participating or non-participating.               

(c)  Whether or not shares of such class or                 
series shall have voting rights, in addition to any                 
voting rights provided by law and, if so, the terms                 
of such voting rights.                                              

(d)  Whether or not shares of such class or                 
series shall have conversion or exchange privileges                 
and, if so, the terms and conditions thereof,                       
including provision for adjustment of the conversion                
or exchange rate in such events or at such times as                 
the Board of Directors shall determine.                             

(e)  Whether or not shares of such class or                 
series shall be subject to redemption and, if so, the               
terms and conditions of such redemption, including                  
the date or dates upon or after which they shall be                 
redeemable and the amount per share payable in case                 
of redemption, which amount may vary under different                
conditions and at different redemption dates; and                   
whether or not there shall be any sinking fund or                   
purchase account in respect thereof, and if so, the                 
terms thereof.                                                      

(f)  The rights of the holders of shares of such            
class or series upon the liquidation, dissolution or                
winding up of the affairs of, or upon any                           
distribution of the assets of, the Corporation, which               
rights may vary depending upon whether such                         
liquidation, dissolution or winding up is voluntary                 
or involuntary and, if voluntary, may vary at                       
different dates, and whether such rights shall rank                 
senior or junior to or on a parity with such rights                 
of any other class or series of stock.                              

(g)  Whether or not there shall be any                      
limitations applicable, while shares of such class or               
series are outstanding, upon the payment of dividends               
or making of distributions on, or the acquisition of,               
or the use of moneys for purchase or redemption of,                 
any stock of the Corporation, or upon any other                     
action of the Corporation, including action under                   
this Section, and, if so, the terms and conditions                  
thereof.                                                            

(h)  Any other preferences, rights, restrictions,           
including restrictions on transferability, and                      
qualifications of shares of such class or series, not               
inconsistent with law and the charter of the                        
Corporation.                                                        

(6)  For the purposes hereof and of any articles                    
supplementary to the charter providing for the                            
classification or reclassification of any shares of                       
Preferred Stock or of any other charter document of the                   
Corporation (unless otherwise provided in any such articles               
or document), any class or series of stock of the                         
Corporation shall be deemed to rank:                                      

(a)  prior to another class or series either as             
to dividends or upon liquidation, if the holders of                 
such class or series shall be entitled to the receipt               
of dividends or of amounts distributable on                         
liquidation, dissolution or winding up, as the case                 
may be, in preference or priority to holders of such                
other class or series;                                              

(b)  on a parity with another class or series               
either as to dividends or upon liquidation, whether                 
or not the dividend rates, dividend payment dates or                
redemption or liquidation price per share thereof be                
different from those of such others, if the holders                 
of such class or series of stock shall be entitled to               
receipt of dividends or amounts distributable upon                  
liquidation, dissolution or winding up, as the case                 
may be, in proportion to their respective dividend                  
rates or redemption or liquidation prices, without                  
preference or priority over the holders of such other               
class or series; and                                                

(c) junior to another class or series either as             
to dividends or upon liquidation, if the rights of                  
the holders of such class or series shall be subject                
or subordinate to the rights of the holders of such                 
other class or series in respect of the receipt of                  
dividends or the amounts distributable upon                         
liquidation, dissolution or winding up, as the case                 
may be.                                                             

SECOND:  (a) As of immediately before the amendment the total             
number of shares of stock of all classes which the Corporation                  
has authority to issue is 48,000,000 shares, of which no shares                 
are Preferred Stock (par value $.20 per share) and 48,000,000                   
shares are Common Stock (par value $.20 per share).                             

(b)  As amended the total number of shares of stock of all                
classes which the Corporation has authority to issue is                         
120,000,000 shares, of which 20,000,000 shares are Preferred                    
Stock (par value $.20 per share) and 100,000,000 shares are                     
Common Stock (par value $.20 per share).                                        

(c)  The aggregate par value of all shares having a par value             
is $9,600,000 before the amendment and $24,000,000 as amended.                  

(d)  The shares of stock of the Corporation are divided into              
classes, and the description, as amended, of each class,                        
including the preferences, conversion and other rights, voting                  
powers, restrictions, limitations as to dividends,                              
qualifications, and terms and conditions of redemption is set                   
forth above in Article FIRST.                                                   

                                         EXHIBIT B

T.ROWE PRICE ASSOCIATES, INC.               

PROPOSED 1995 DIRECTOR STOCK OPTION PLAN                

1.   PURPOSES OF THE DIRECTOR PLAN:                                             

T. Rowe Price Associates, Inc. (the "Company") has adopted            
the 1995 Director Stock Option Plan for Non-Employee Directors                  
(the "Director Plan") to provide for the issuance of options to                 
purchase shares of the Company's Common Stock, par value $.01 per               
share (the "Stock") as a means of long-term compensation for                    
members of the Board of Directors of the Company who are not                    
employees of the Company or any of its affiliates or subsidiaries               
("Non-Employee Directors").  The Director Plan is intended to                   
provide Non-Employee Directors with a larger equity interest in                 
the Company in order to attract and retain well-qualified                       
individuals to serve as Non-Employee Directors and to further                   
align the interests of Non-Employee Directors of the Company with               
those of the stockholders of the Company.                                       

2.   ADMINISTRATION:                                                            

The Director Plan shall be administered by the Board of               
Directors of the Corporation; provided that, in administering the               
Director Plan, the Board of Directors shall have no discretion                  
regarding the price, timing, or amount of options to be granted                 
hereunder.                                                                      

3.   STOCK SUBJECT TO OPTION:                                                   

The Company will reserve             authorized but unissued          
shares of Stock for issuance and delivery under the Director                    
Plan, subject to adjustment as provided in paragraph 6 hereof.                  
If any unexercised option terminates for any reason, the shares                 
of the Stock covered thereby shall become available for grant                   
again.                                                                          

4.   ELIGIBILITY:                                                               

The individuals who shall be eligible to participate in the           
Director Plan shall be all Non-Employee Directors of the Company.               

5.   TERMS AND CONDITIONS OF OPTIONS:                                           

Options under the Director Plan are intended to be non-               
statutory stock options not qualifying under any section of the                 
Internal Revenue Code of 1986, as amended (the "Code") and                      
accounted for as non-compensatory options under generally                       
accepted accounting principles as in effect at the time of                      
adoption of the Director Plan.  All stock options granted under                 
the Director Plan shall be subject to the following provisions:                 

(a)  Option Price.  The exercise price per share            
with respect to each option shall be 100% of the fair                 
market value of the Stock on the date the option is                   
granted.  For purposes hereof, fair market value shall                
be the last reported sale price in the NASDAQ National                
Market on the date of grant, or the next succeeding                   
business day on which the NASDAQ National Market is                   
open for business and reports an actual transaction in                
the Company's common stock.                                           

(b)  Option Grants.  On the first _______ in                
_______] of each year (the "Annual Grant Date")                       
commencing in 1995, options to purchase Common Stock                  
shall be granted under this Plan.  Each Non-Employee                  
Director who has been a director of the Corporation for               
at least ______ year[s]  as of _______, 1995 shall                    
receive options to purchase _____shares of Common                     
Stock.  Each Non-Employee Director who has not received               
options under the preceding sentence shall receive                    
options to purchase _____ shares of Common Stock at the               
close of business on the date of the first regular                    
meeting of the Board of Directors occurring after the                 
____ anniversary of the director's first becoming a                   
director.  On each Annual Grant Date commencing in                    
1996, each Non-Employee Director shall receive options                
to purchase ______ shares of Common Stock.  No Non-                   
Employee Director shall receive options to purchase                   
more than  _____ shares of Common Stock under this                    
plan.                                                                 

(c)  Exercise of Options.                                   

(i)  Except as provided in paragraph (ii) below,            
full payment for shares acquired shall be made in cash                
or by certified check at or prior to the time that an                 
option, or any part thereof, is exercised.  The                       
participant will have no rights as a stockholder until                
the certificate for those shares as to which the option               
has been exercised is issued by the Company.  Each                    
option granted under this Plan shall become exercisable               
in cumulative installments as follows (unless a longer                
period is prescribed by statute or in the regulations                 
promulgated by the Securities and Exchange Commission):               
[to be determined and included in definitive proxy                    
statement].                                                           

(ii) Shares of the Corporation's Common Stock with          
a value equal to the exercise price or a combination of               
cash and Stock with a value equal to the exercise price               
may be used as payment for shares acquired.                           

(d)  Term of Option.  No stock option may be                
exercised after the earlier to occur of: (i) the                      
expiration of 10 years after the date such option was                 
granted; or  (ii) ___ years after the Non-Employee                    
Director ceases to be a Director for any reason.  [The                
fact that a Non-Employee Director has ceased to be a                  
Director shall not affect the right to exercise options               
that thereafter become exercisable. -- under                          
consideration]                                                        

Options Nonassignable and Nontransferable.        
Each option and all rights thereunder shall be                        
assignable or transferable to members of the option                   
holder's immediate family and trusts for the benefit of               
such immediate family members or pursuant to the laws                 
of descent and distribution only to the extent                        
permitted under applicable federal securities and tax                 
laws.                                                                 

6.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:                                

If the shares of the Stock outstanding are increased,                 
decreased, or changed into or exchanged for a different number or               
kind of shares or securities of the Company, without receipt of                 
consideration by the Company, through reorganization, merger,                   
recapitalization, reclassification, stock split-up, stock                       
dividend, stock consolidation, or otherwise, an appropriate and                 
proportionate adjustment shall be made in the number or kind of                 
shares as to which options have been or may be granted.  Any such               
adjustment in an outstanding option shall be made without change                
in the aggregate purchase price to be paid upon the exercise                    
thereof.  Adjustments under this paragraph shall be made by the                 
Board of Directors, whose determination as to what adjustments                  
shall be made, and the extent thereof, shall be final and                       
conclusive.  No fractional shares of Stock shall be issued under                
the Director Plan on account of any such adjustment.                            

In the event of a reorganization, merger, consolidation,              
sale of substantially all of the assets, or any other form of                   
corporate reorganization in which the Company is not the                        
surviving entity or a statutory share exchange in which the                     
Company is not the issuer, all options then outstanding under the               
Director Plan will terminate as of the effective date of the                    
transaction.  The surviving entity in its absolute and                          
uncontrolled discretion may tender an option or options to                      
purchase shares on its terms and conditions, both as to the                     
number of shares or otherwise, as shall substantially preserve                  
the rights and benefits of any option then outstanding under the                
Director Plan.  [Need to check for conformance with existing                    
plans.]                                                                         

7.   EFFECTIVE DATE OF THE DIRECTOR PLAN:                                       

The Director Plan shall become effective upon its adoption            
by the Board of Directors and subsequent approval by a majority                 
of the votes cast in person or by proxy at a meeting of the                     
stockholders of the Company held within 12 months of the action                 
of the Board of Directors described above.                                      

8.   TERMINATION DATE:                                                          

No options may be granted under the Director Plan after               
April 30, 2005.  Subject to paragraph 5(d), options granted                     
before April 30, 2005 under the Director Plan may be exercised                  
after that date in accordance with their terms.                                 

9.   AMENDMENT:                                                                 

This Director Plan may be amended, suspended,               
terminated or restated, in whole or in part, at any time by the                 
Board of Directors; provided, however, that any provisions of                   
this Plan regarding the amount and price of options to be awarded               
to Non-Employee Directors and the timing of awards, or that may                 
be deemed to set forth a formula that determines the amount,                    
price, and timing of awards may not be amended more than once                   
every six months, other than to comport with any changes in the                 
Code, the Employee Retirement Income Security Act of 1974, as                   
amended, or the rules under such statutes; and, provided further,               
however, that no such amendment shall become effective without                  
the approval of the stockholders of the Company to the extent                   
stockholder approval is required in order to comply with Rule 16b-              
3 of the Securities Exchange Act of 1934.                                       

10.  COMPLIANCE WITH LAWS AND REGULATIONS:                                      

The grant, holding and vesting of all options under the               
Director Plan shall be subject to any and all requirements and                  
restrictions that may, in the opinion of the Board, be necessary                
or advisable for the purposes of complying with any statute, rule               
or regulation of any governmental authority, or any agreement,                  
policy or rule of any stock exchange or other regulatory                        
organization governing any market on which the Stock is traded.                 

11.  MISCELLANEOUS:                                                             

(1)  Expenses.  The Company shall bear all expenses and               
costs in connection with the administration of the Director Plan.               

(2)  Applicable Law.  The validity, interpretation and                
administration of this Plan and any rules, regulations,                         
determinations or decisions made hereunder, and the rights of any               
and all persons having or claiming to have any interest herein or               
hereunder, shall be determined exclusively in accordance with the               
laws of the State of Maryland, without regard to the choice of                  
laws provisions thereof.                                                        

(3)  Headings.  The headings herein are for reference                 
purposes only and shall not affect the meaning or interpretation                
of the Director Plan.                                                           

(4)  Notices.  All notices or other communications made or            
given pursuant to this Director Plan shall be in writing and                    
shall be sufficiently made or given if hand-delivered or mailed                 
by certified mail, addressed to any Non-Employee Director at the                
address contained in the records of the Company or to the Company               
at its principal office.                                                        

(5)  Federal Securities Law Requirement.  Awards granted              
hereunder shall be subject to all conditions required under Rule                
16b-3 to qualify the award for any exception from the provisions                
of Section 16(b) of the Securities Exchange Act of 1934 available               
under that Rule.                                                                

PRELIMINARY COPY -- FOR THE INFORMATION OF THE              
SECURITIES AND EXCHANGE COMMISSION ONLY               

T. ROWE PRICE ASSOCIATES, INC.              

Revocable Proxy Solicited on Behalf of the Board of Directors               

THE UNDERSIGNED STOCKHOLDER of T. Rowe Price Associates, Inc.             
hereby appoints George J. Collins and George A. Roche the lawful                
attorneys and proxies of the undersigned with full power of                     
substitution to vote, as designated below, all shares of Common                 
Stock of the Corporation which the undersigned is entitled to vote              
at the Annual Meeting of Stockholders to be held on Thursday, April             
6, 1995, at 10:00 a.m., at 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 March 2, 1994, receipt              
of which is hereby acknowledged.                                                

This Proxy, when properly completed and returned, will be voted           
in the manner directed herein by the undersigned stockholder.  IF               
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE ITEMS                 
LISTED ON THE REVERSE SIDE.                                                     

(Continued and to be                                                            
                             dated and signed on
                            the reverse side.)

P.O. BOX 11358                                                                  

NEW YORK, NY  10203-                                                            
              0358
                                      (1)ELECTION OF
                                     DIRECTORS FOR
                                  WITHHELD E
                                  XCEPTIONS*

Nominees:  Thomas H. Broadus, Jr., George J. Collins, James E.                  
Halbkat, Jr., Carter O. Hoffman, Henry H. Hopkins, James S. Riepe,              
George A. Roche, John W. Rosenblum, Robert L. Strickland, M. David              
Testa and Philip C. Walsh.                                                      

*Exceptions:                                                                    
(INSTRUCTIONS:  To withhold authority for any individual nominee,               
mark the "Exceptions" box and write that nominee's name in the                  
space provided.)                                                                

(2) TO APPROVE AN AMENDMENT TO THE COMPANY'S CHARTER TO         
INCREASE THE AUTHORIZED COMMON STOCK.                           

                   FOR         AGAINST
ABSTAIN       

(3) TO APPROVE AN AMENDMENT TO THE COMPANY'S CHARTER TO         
AUTHORIZE A CLASS OF UNDESIGNATED PREFERRED STOCK.              

                   FOR         AGAINST
ABSTAIN       

(4) TO APPROVE A PERFORMANCE-LINKED EXECUTIVE INCENTIVE                 
COMPENSATION PLAN.                                                              

                   FOR         AGAINST
ABSTAIN       

(5) TO APPROVE THE 1995 DIRECTOR STOCK OPTION PLAN                      

                   FOR         AGAINST
ABSTAIN       

(6) IN THEIR DISCRETION, the proxies are authorized to vote     
upon such other business as may properly come before the        
meeting or at any adjournment thereof.                          

                                 Change of
Address and/or Comments Mark Here       

                                       Please date and
      sign exactly as your name appears to the left.
      All joint owners should sign.  When signing as
a fiduciary, representative or corporate
office, give full title as such.  If you
     receive more than one proxy card, please sign
and return all cards received.          

Dated:        

               (Signature)

               (Signature if held jointly)

Votes must be indicated (x) in                                                  
    black or blue ink.

PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY                 
USING THE ENCLOSED ENVELOPE.                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PREM14A’ Filing		Date		Other Filings
		4/30/05
		11/10/04		SC 13G/A
		4/6/95		DEF 14A
		2/27/95
		2/6/95
Filed on:		2/2/95
		1/1/95
		12/31/94		10-K
		11/11/94
		10/11/94
		3/2/94
		2/4/94
		11/30/93
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