FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
T. Rowe Price GNMA Fund
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: 811-4441
Securities Act File Number: 33-01041
4. Last day of fiscal year for which this notice is filed:
May 31, 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:
11,398,911 shares of beneficial interest
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
7,519,723 shares of beneficial interest
9. Number and aggregate sale price of securities sold during the
fiscal year:
25,636,656 shares aggregating $245,262,290
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
12,515,609 shares aggregating $119,617,633
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):
4,578,508 shares aggregating $43,549,573
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): $ 119,617,633
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 43,549,573
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 163,167,206
(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): = $ -0-
(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)*
July 24, 1996
<PAGE>
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
July 24, 1996
T. Rowe Price GNMA Fund
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price GNMA Fund (the "Trust"), an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts, 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 Trust during the fiscal year ended May 31, 1996 in reliance upon
the Rule (the "Rule 24f-2 Shares").
We have, as counsel to the Trust, participated in various
proceedings relating to the Trust and to the Rule 24f-2 Shares. We have
examined copies, either certified or otherwise proven to our satisfaction to
be genuine, of its Declaration of Trust and By-laws, as currently in effect,
and a certificate dated July 16, 1996 issued by the Secretary of the
Commonwealth of Massachusetts, certifying the existence and good standing of
the Trust. We have also reviewed the form of the Rule 24f-2 Notice being filed
by the Trust. We are generally familiar with the business affairs of the
Trust.
The Trust has advised us that the Rule 24f-2 Shares were sold in
the manner contemplated by the prospectus of the Trust that was current and
effective under the Securities Act of 1933 at the time of sale, and that the
Rule 24f-2 Shares were sold for a consideration 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 Trust has been duly organized and is legally existing under
the laws of the Commonwealth of Massachusetts.
2. The Trust is authorized to issue an unlimited number of shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable. However, we note that as set forth in the
Registration Statement, the Trust's shareholders might, under
certain circumstances, be liable for transactions effected by the
Trust.
We hereby consent to the filing of this opinion with the
Commission together with the Rule 24f-2 Notice of the Trust, 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 Commonwealth of Massachusetts, and
to the extent that any opinion herein involves the law of Massachusetts, such
opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of that Commonwealth and,
where applicable, published cases, rules or regulations of regulatory bodies
of that Commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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