October 3, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: T. Rowe Price Prime Reserve Fund, Inc.
File Nos.: 002-54926/811-2603
Gentlemen:
This letter will serve as our filing under the provisions of
Rule 497 of the Securities Act of 1933. We are writing to inform
you that there have been no changes to the Fund's Prospectus and
Statement of Additional Information that were filed under Rule
485(b) as part of Post-Effective Amendment No. 49 on September
18, 1997. The Prospectus and Statement of Additional Information
went effective automatically on October 1, 1997. These documents
will be used for the offer and sale of Fund shares.
Sincerely,
/s/Forrest R. Foss
Forrest R. Foss
