U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
T. Rowe Price Tax-Free Income Fund, Inc.
100 East Pratt Street
Baltimore, MD 21202
2. Name of each series or class of funds for which this notice is
filed:
Not Applicable
3. Investment Company Act File Number: 811-2684
Securities Act File Number: 02-57265
4. Last day of fiscal year for which this notice is filed:
February 29, 1996
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
53,532,039 shares
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
13,062,334 shares
9. Number and aggregate sale price of securities sold during the
fiscal year:
18,567,676 shares aggregating $176,154,780
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
18,567,676 shares aggregating $176,154,780
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
5,232,911 shares aggregating $49,693,596
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 176,154,780
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 49,693,596
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 235,864,910
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + -0-
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): = ($10,016,534)
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $ -0-
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commissions's Rules of Informal and Other Procedures
(17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
Carmen F. Deyesu, Treasurer
By (Signature and Title)*
April 15, 1996
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
April 15, 1996
T. Rowe Price Tax-Free Income Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Tax-Free Income Fund, Inc. (the
"Corporation"), a Maryland corporation, is filing with the
Securities and Exchange Commission (the "Commission") a Rule 24f-2
Notice (the "Rule 24f-2 Notice") containing the information
contained in paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Rule"). The effect of the
Rule 24f-2 Notice, when accompanied by the filing fee, if any,
payable as prescribed by paragraph (c) of the Rule and by this
opinion, will be to make definite in number the number of shares
sold by the Corporation during the fiscal year ended February 29,
1996 in reliance upon the Rule (the "Rule 24f-2 Shares").
We have, as counsel to the Corporation, participated
in various proceedings relating to the Corporation and to the Rule
24f-2 Shares. We have examined copies, either certified or
otherwise proven to our satisfaction to be genuine, of its Charter
and By-laws, as currently in effect, and a certificate dated April
10, 1996 issued by the Department of Assessments and Taxation of
the State of Maryland, certifying the existence and good standing
of the Corporation. We have also reviewed the form of the Rule
24f-2 Notice being filed by the Corporation. We are generally
familiar with the business affairs of the Corporation.
The Corporation has advised us that the Rule 24f-2
Shares were sold in the manner contemplated by the prospectus of
the Corporation current at the time of sale, and that the Rule
24f-2 Shares were sold in numbers within the limits prescribed by
the Corporation's Charter for a consideration not less than the
par value thereof as required by the laws of Maryland and not less
than the net asset value thereof as required by the Investment
Company Act of 1940, as amended.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally
existing under the laws of the State of Maryland.
2. The Corporation is authorized to issue five hundred
million (500,000,000) shares of Capital Stock, par
value one dollar ($1.00) per share. Under Maryland law
(i) the Board of Directors of the Corporation may
increase or decrease the number of shares that the
Corporation has authority to issue, and (ii) shares
which were issued and which have subsequently been
redeemed by the Corporation are, by virtue of such
redemption, restored to the status of authorized and
unissued Shares.
3. The Rule 24f-2 Shares were legally issued and are
fully paid and non-assessable.
We hereby consent to the filing of this opinion with
the Commission together with the Rule 24f-2 Notice of the
Corporation, and to the filing of this opinion under the
securities laws of any state.
We are members of the Bar of the State of New York and
do not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States of America and
the State of New York. We note that we are not licensed to
practice law in the State of Maryland, and to the extent that any
opinion herein involves the law of Maryland, such opinion should
be understood to be based solely upon our review of the documents
referred to above, the published statutes of the State of Maryland
and, where applicable, published cases, rules or regulations of
regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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