PRICE T ROWE STATE TAX FREE INCOME TRUST
497, 1995-04-04
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          Prospectus for the Maryland Tax Free Funds, a separate series of
          the T. Rowe Price State Tax-Free Income Trust, dated  July 1,
          1994, revised to March 24, 1995 should be inserted here.

          
TO OPEN AN ACCOUNT
INVESTOR SERVICES
1-800-638-5660
1-410-547-2308

FOR EXISTING ACCOUNTS
SHAREHOLDER SERVICES
1-800-225-5132
1-410-625-6500

FOR YIELDS & PRICES
TELE*ACCESS(REGISTERED TRADEMARK)
1-800-638-2587
1-410-625-7676
24 HOURS, 7 DAYS

INVESTOR CENTERS
101 EAST LOMBARD ST.
BALTIMORE, MD

T. ROWE PRICE
FINANCIAL CENTER
10090 RED RUN BLVD.
OWINGS MILLS, MD

FARRAGUT SQUARE
900 17TH STREET, N.W.
WASHINGTON, D.C.

ARCO TOWER
31ST FLOOR
515 SOUTH FLOWER ST.
LOS ANGELES, CA

INVEST WITH CONFIDENCE

TO HELP YOU ACHIEVE YOUR FINANCIAL GOALS, T. ROWE PRICE OFFERS A WIDE RANGE OF
STOCK, BOND, AND MONEY MARKET INVESTMENTS, AS WELL AS CONVENIENT SERVICES AND
TIMELY, INFORMATIVE REPORTS.

PROSPECTUS

T. ROWE PRICE 
MARYLAND TAX-FREE FUNDS

T. Rowe Price
State Tax-Free 
Income Trust
July 1, 1994
Revised to March 24, 1995

Short- and long-term bond funds for investors seeking income that is exempt
from federal and Maryland state and local income taxes.

Facts at a Glance

Investment Goal

The highest level of income exempt from federal and Maryland state and local
income taxes consistent with each fund's prescribed investment program.
As with all mutual funds, these funds may not meet their objectives. 

Strategy and Risk/Reward

Maryland Short-Term Tax-Free Bond Fund. Invests primarily in short-term,
investment-grade Maryland municipal bonds. Dollar weighted average maturity
will range between one and three years.

Risk/Reward: Higher income than a municipal money market fund and less
potential share-price fluctuation than the Maryland Tax-Free Bond Fund.

Maryland Tax-Free Bond Fund. Invests primarily in investment-grade Maryland
municipal bonds.  Dollar weighted average maturity is expected to be 10 years
or longer.

Risk/Reward: Higher income than the Maryland Short-Term Bond Fund but also
greater potential price fluctuation.  

Investor Profile. 

Maryland taxpayers who, because of their tax bracket, can benefit from income
that is exempt from federal and Maryland state and local income taxes.  Not
appropriate for tax-deferred retirement plans, such as IRAs.

Fees and Charges.  

100% no load.  No fees or charges to buy or sell shares or to reinvest
dividends; no 12b-1 marketing fees; free telephone exchange.

Investment Manager.  

Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates
and its affiliates currently manage over $54 billion, including over $5
billion in municipal bond assets, for approximately 3 million individual and
institutional investor accounts.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

T. ROWE PRICE
STATE TAX-FREE
INCOME TRUST
JULY 1, 1994
REVISED TO 
MARCH 24, 1995

PROSPECTUS

CONTENTS
__________________________________________________________________________
1  ABOUT THE FUNDS
__________________________________________________________________________
   TRANSACTION AND FUND EXPENSES                                2
__________________________________________________________________________
   FINANCIAL HIGHLIGHTS                                         4
__________________________________________________________________________
   FUND AND MARKET CHARACTERISTICS                              5
__________________________________________________________________________
2  ABOUT YOUR ACCOUNT PRICING SHARES; RECEIVING SALE PROCEEDS            10
__________________________________________________________________________
   DISTRIBUTIONS AND TAXES                                     11
__________________________________________________________________________
   TRANSACTION PROCEDURES AND 
   SPECIAL REQUIREMENTS                                        13
__________________________________________________________________________

3  MORE ABOUT THE FUNDS
__________________________________________________________________________
   ORGANIZATION AND MANAGEMENT                                 15
__________________________________________________________________________
   UNDERSTANDING FUND PERFORMANCE                              16
__________________________________________________________________________
   INVESTMENT POLICIES AND PRACTICES                           17
__________________________________________________________________________
4  INVESTING WITH T. ROWE PRICE
   MEETING REQUIREMENTS 
__________________________________________________________________________
   FOR NEW ACCOUNTS                                            23
__________________________________________________________________________
   OPENING A NEW ACCOUNT                                       23
__________________________________________________________________________
   PURCHASING ADDITIONAL SHARES                                24
__________________________________________________________________________
   EXCHANGING AND REDEEMING                                    24
__________________________________________________________________________
   SHAREHOLDER SERVICES                                        25
__________________________________________________________________________

This prospectus contains information you should know before investing. Please
keep it for future reference. A Statement of Additional Information about the
funds, dated July 1, 1994, has been filed with the Securities and Exchange
Commission and is incorporated by reference in this prospectus. To obtain a
free copy, call 1-800-625-5660.

1  ABOUT THE FUNDS

Transaction and Fund Expenses

These tables should help you understand the kinds of expenses you will bear
directly or indirectly as a fund shareholder.

The first part of the table, "Shareholder Transaction Expenses," shows that
you pay no sales charges. All the money you invest in a fund goes to work for
you, subject to the fees explained below.
__________________________________________________________________________
LIKE ALL T. ROWE PRICE FUNDS, THE FUNDS ARE 100% NO LOAD.
__________________________________________________________________________
Shareholder Transaction Expenses 

                              Short-Term   Tax-Free
                              Bond         Bond
__________________________________________________________________________
Sales charge "load" on purchases           None None
__________________________________________________________________________
Sales charge "load" on reinvested
 dividends                    None         None
__________________________________________________________________________
Redemption fees               None         None
__________________________________________________________________________
Exchange fees                 None         None
__________________________________________________________________________

__________________________________________________________________________
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1994, THE SHORT-TERM BOND AND TAX-FREE
BOND FUNDS PAID $71,000 AND $474,000, RESPECTIVELY, TO T. ROWE PRICE SERVICES,
INC. FOR TRANSFER AND DIVIDEND DISBURSING FUNCTIONS AND SHAREHOLDER SERVICES,
AND $48,000 AND $81,000, RESPECTIVELY, TO T. ROWE PRICE FOR FUND ACCOUNTING
SERVICES.
__________________________________________________________________________
Annual Fund Expenses          Percentage of Fiscal 1994
                               Average Net Assets

                              Short-Term   Tax-Free
                              Bond         Bond
__________________________________________________________________________
Management fee                0.12%* (after     0.44%
                              reduction)
__________________________________________________________________________
Total other (Shareholder
 servicing,  custodial,
 auditing, etc.)              0.53%        0.13%
__________________________________________________________________________
Marketing fees (12b-1)        None         None
__________________________________________________________________________
Total fund expenses           0.65%* (after     0.57%
                              reduction)
__________________________________________________________________________
*The Short-Term Bond Fund's management fee and its total expense ratio would
have been 0.44% and 0.97%, respectively, had T. Rowe Price not agreed to
reduce management fees in accordance with the expense limitation. To limit the
fund's expenses during its initial period of operations, T. Rowe Price agreed
to waive its fees and bear any expenses through February 28, 1995, to the
extent such fees or expenses would cause the fund's ratio of expenses to
average net assets to exceed 0.65%. Effective March 1, 1995, T. Rowe Price
agreed to extend the existing expense limitation of 0.65% for a period of two
years from March 1, 1995. Fees waived or expenses paid or assumed under these
agreements are subject to reimbursement to T. Rowe Price by the fund whenever
the fund's expense ratio is below 0.65%; however, no reimbursement will be
made after February 28, 1997 (for the first agreement), or after February 28,
1999 (for the second agreement), or if it would result in the expense ratio
exceeding 0.65%.

Note: The funds charge a $5.00 fee for wire redemptions under $5,000, subject
to change without notice.
__________________________________________________________________________
Table 1 

The second half of the table, "Annual Fund Expenses," provides an estimate of
how much it will cost to operate each fund for a year, based on 1994 fiscal
year expenses (and any applicable expense limitations). These are costs you
pay indirectly, because they are deducted from the fund's total assets before
the daily share price is calculated and before dividends and other
distributions are made. In other words, you will not see these expenses on
your account statement.

The main types of expenses, which all mutual funds may charge against fund
assets, are:

o    A management fee: the percent of fund assets paid to the funds'
     investment manager. Each fund's fee is comprised of a group fee,
     discussed later, and an individual fund fee of 0.10%. 

o    "Other" administrative expenses: primarily the servicing of shareholder
     accounts, such as providing statements, reports, disbursing dividends,
     as well as custodial services.

o    Marketing or distribution fees: an annual charge ("12b-1") to existing
     shareholders to defray the cost of selling shares to new shareholders.
     T. Rowe Price funds do not levy 12b-1 fees. 

     For further details on fund expenses, please see "The Funds'
     Organization and Management." 

o    Hypothetical example: Assume you invest $1,000, the fund returns 5%
     annually, expense ratios remain as previously listed, and you close your
     account at the end of the time periods shown. Your expenses would be:
__________________________________________________________________________
THE TABLE AT RIGHT IS JUST AN EXAMPLE, AND ACTUAL EXPENSES CAN BE HIGHER OR
LOWER THAN THOSE SHOWN.

__________________________________________________________________________

Fund           1 year   3 years   5 years   10 years
__________________________________________________________________________
Short-Term Bond         $7        $21       $36  $81
__________________________________________________________________________
Tax-Free Bond  $6       $18       $32       $71
__________________________________________________________________________

Table 2


Financial Highlights

The following table provides information about each fund's financial history.
It is based on a single share outstanding throughout each fiscal year. The
respective table is part of each fund's financial statements which are
included in the funds' annual report and are incorporated by reference into
the Statement of Additional Information. This document is available to
shareholders upon request. The financial statements in the annual report have
been audited by Coopers & Lybrand, independent accountants, whose unqualified
report covers the periods shown.
<TABLE>
<CAPTION>
_________________________________________________________________________________________________________
                                                    Investment Activities    Distributions

                    Net             Net Realized           Total
       Fiscal   Asset Value            Net   and Unrealized          from          Net        Net
        Year     Beginning          Investment  Gain (Loss)       Investment    Investment           Realized
     Ended Feb. 28        of Period    Income of Investments     Activities        Income     Gain
_________________________________________________________________________________________________________
<S>         <C>      <C>       <C>         <C>       <C>     <C>

Short-Term Bond
              *1993            $  5.00               **$.01             $ .07            $ .08          $(.01)          -
               1994               5.07              **  .15               .02              .17           (.15)          -


         !!####1988             $10.00                 $.51             $(.60)           $(.09)         $(.51)          -
               1989               9.40                  .57              (.10)             .47           (.57)          -
               1990               9.30                  .60               .18              .78           (.60)         $(.03)
               1991               9.45                  .60               .16              .76           (.60)          -
           ####1992               9.61                  .59               .26              .85           (.59)          (.05)
               1993               9.82                  .57               .73             1.30           (.57)          (.05)
               1994              10.50                  .56               .05              .61           (.56)          (.10)
_________________________________________________________________________________________________________

<CAPTION>
_______________________________________________________________________________________________
              End of Period

                           Total                Ratio    Ratio of Net
                Net Asset             Return                 of     Investment
                 Value, (Includes     Net      Expenses     Income  Portfolio
        Total     End of           Reinvested            Assets ($ to Average           to Average          Turnover
Distributions     Period           Dividends)             Thousands)                   Net Assets           Net Assets       Rate
_______________________________________________________________________________________________
 <C>       <C>      <C>        <C>       <C>         <C>       <C>

           $(.01)             $ 5.07           1.67%      $ 10,094        **0.65%              !2.96%             !96.9%
            (.15)               5.09           3.49%        76,049        **0.65%               3.09%              20.5%

Tax-Free Bond
           $(.51)             $ 9.40          (0.60)%     $ 63,240        ##0.85%               6.15%             177.8%
            (.57)               9.30           5.24%       113,528          0.92%               6.23%              63.8%
            (.63)               9.45           8.54%       193,771          0.85%               6.29%              57.5%
            (.60)               9.61           8.37%       300,974          0.68%               6.38%              52.2%
            (.64)               9.82           9.13%       475,188          0.64%               6.04%              21.9%
            (.62)              10.50          13.75%       724,469          0.61%               5.72%              22.3%
            (.66)              10.45           5.93%       821,402          0.57%               5.31%              24.3%
___________________________________________________________________________________________________
<FN>
            *  For the period January 29, 1993 (commencement of operations) to February 28, 1993.
           **  Excludes expenses in excess of a 0.65% voluntary expense limitation in effect through
               February 28, 1995.
            !  Annualized
           !!  For the period March 31, 1987 (commencement of operations) to February 29, 1988.
           ##  Excludes expenses in excess of a 0.85% voluntary expense limitation in effect through
               February 29, 1988.
         ####  Year ended February 29.
___________________________________________________________________________________________________
</FN>

Table 3

</TABLE>Fund and Market Characteristics: What to Expect

To help you decide which of the T. Rowe Price Maryland bond funds may be
appropriate for you, this section takes a closer look at their investment
programs and the securities markets in which they invest.

What are the objectives of these Maryland bond funds?
__________________________________________________________________________
INCOME FROM MARYLAND MUNICIPAL SECURITIES IS EXEMPT FROM FEDERAL AND MARYLAND
STATE AND LOCAL INCOME TAXES.

o    The Maryland Short-Term Tax-Free Bond Fund's objective is to provide the
     highest level of income exempt from federal and Maryland state and local
     income taxes consistent with modest fluctuation in principal value. The
     fund will invest primarily (at least 65% of its total assets) in
     investment-grade Maryland municipal bonds. While the portfolio's
     dollar-weighted average maturity will range between one and three years,
     there is no maturity limit on individual securities. The fund is
     expected to provide a higher level of after-tax income than a money
     market fund and less share price volatility than the Maryland Tax-Free
     Bond Fund. Unlike a money market fund, the fund's share price will
     fluctuate.
__________________________________________________________________________
THE SHARE PRICE AND YIELD OF EACH FUND WILL FLUCTUATE WITH CHANGING MARKET
CONDITIONS AND INTEREST RATE LEVELS. WHEN YOU SELL YOUR SHARES, THEIR PRICE
MAY BE HIGHER OR LOWER THAN WHEN YOU PURCHASED THEM.

o    The Maryland Tax-Free Bond Fund's investment objective is to provide,
     consistent with prudent portfolio management, the highest level of
     income exempt from federal and Mary-land state and local income taxes by
     investing primarily in investment-grade Maryland municipal bonds. The
     fund will invest at least 65% of its total assets in investment-grade
     Maryland municipal bonds. The fund's dollar weighted average maturity
     will usually exceed ten years. The fund is expected to provide higher
     income and also experience greater share-price fluctuation than the
     Maryland Short-Term Tax-Free Bond Fund.

Due to seasonal variations or shortages in the supply of suitable short-term
Maryland securities, each fund may invest periodically in municipals whose
interest is exempt from federal but not Maryland state and local income taxes.
Every effort will be made to minimize such investments, but they could compose
up to 10% of each fund's annual income.

What are the funds' credit quality guidelines?
__________________________________________________________________________
AT THEIR DISCRETION, THE FUNDS MAY RETAIN A SECURITY WHOSE CREDIT QUALITY IS
DOWNGRADED TO A NONINVESTMENT-GRADE LEVEL AFTER PURCHASE.

The funds will generally purchase investment-grade securities, which means
their ratings are within the four highest credit categories (e.g., AAA, AA, A,
BBB) as determined by a national rating organization or, if unrated, by T.
Rowe Price. The funds may occasionally purchase below-investment-grade
securities (including those with the lowest or no rating), but no such
purchase will be made if it would cause a fund's noninvestment-grade bonds to
exceed 5% of its net assets. Unrated bonds may be less liquid than rated
bonds.

Investment-grade securities include a range from the highest rated to medium
quality (BBB). Securities in the BBB category may be more susceptible to
adverse economic conditions or changing circumstances and the securities at
the lower end of the BBB category have certain speculative characteristics.

What are the main types of investment risk for these funds?
__________________________________________________________________________
NEITHER FUND SHOULD BE RELIED UPON AS A COMPLETE INVESTMENT PROGRAM, NOR BE
USED FOR SHORT-TERM TRADING PURPOSES.

As with all fixed-income funds, your investment is subject to interest rate
risk (share-price declines when interest rates rise) and credit risk (rating
downgrades and/or bond defaults). Both are explained in more detail beginning
on page 7 along with other market fundamentals. 

Be sure to review this information. Funds that invest primarily in the
securities of a single state also have additional risks.

What are the particular risks associated with single-state funds versus funds
that invest nationally?
__________________________________________________________________________
SIGNIFICANT POLITICAL AND ECONOMIC DEVELOPMENTS WITHIN A STATE MAY HAVE
REPERCUSSIONS, DIRECT AND INDIRECT, ON VIRTUALLY ALL MUNICIPAL BONDS ISSUED IN
THE STATE.

A fund investing within a single state is, by definition, less diversified
geographically than one investing across many states. The risk arises from the
fund's greater exposure to that state's economy and politics, factors that
loom large in establishing the credit quality of bonds issued by the state and
its political subdivisions. For example, general obligation bonds of a state
or locality that has a high income level, reasonable debt levels, and a
positive long-term outlook should have a higher credit rating than those of a
state without those attributes.

Of course, many municipal bonds are not general obligations backed by the
state's "full faith and credit" (its full taxing and revenue raising
resources) and may not rely on any government for money to service their debt.
Bonds issued by governmental authorities may depend wholly on revenues
generated by the project they financed or on other dedicated revenue streams.
The credit quality of these "revenue" bonds may vary significantly from that
of the state's general obligations. 

What is the credit quality of Maryland general obligations?
__________________________________________________________________________
CREDIT RATINGS AND THE FINANCIAL AND ECONOMIC CONDITIONS OF THE STATE, LOCAL
GOVERNMENTS, PUBLIC AUTHORITIES, AND OTHERS IN WHICH THE FUNDS MAY INVEST ARE
SUBJECT TO CHANGE AT ANY TIME.

The major rating agencies (Moody's, Standard & Poor's, and Fitch) have
assigned a triple-A rating to Maryland general obligations as of June 1, 1994.
For more than a century, the State has paid the principal and interest on its
general obligation bonds when due and has not is-sued short-term tax
anticipation notes or other similar short-term debt for its own needs. There
is no general debt limit on general obligation bonds imposed under the State
Constitution or public general laws. The constitution imposes a maturity limit
of 15 years on State general obligation bonds. The State's Capital Debt
Affordability Committee annually recommends to the State General Assembly a
yearly limit on the issuance of new general obligation bonds.

What about the quality of the funds' other holdings?

In addition to the state's general obligations, the funds will invest a
substantial portion of their assets in bonds that are rated according to the
issuer's individual creditworthiness, such as bonds of local governments and
public authorities. While local governments in Maryland depend principally on
their own revenue sources, they could experience budget shortfalls due to
cutbacks in state aid.

The funds may invest in certain sectors with special risks, for example health
care, which could be affected by federal or state legislation, electric
utilities with exposure to nuclear power plants, and private activity bonds
without governmental backing.

The funds sometimes invest in obligations of the Commonwealth of Puerto Rico
and its public corporations (as well as the U.S. territories of Guam and the
Virgin Islands) that are exempt from federal and Maryland state and local
income taxes. These investments require careful assessment of certain risk
factors, including reliance on substantial federal assistance and favorable
tax programs. As of June 1, 1994, Puerto Rico's general obligations were rated
Baa1 by Moody's and A by Standard & Poor's.

Is a fund's yield fixed or will it vary?
__________________________________________________________________________
SOME FUNDAMENTALS OF FIXED-INCOME INVESTING.

It will vary. The yield is calculated every day by dividing a fund's net
income per share, expressed at annual rates, by the share price. Since both
income and share price will fluctuate, a fund's yield will also vary. 

Is a fund's "yield" the same thing as the "total return?"

No. Your total return is the result of reinvested income and the change in
share price for a given time period. 

What is "credit quality" and how does it affect a fund's yield?

Credit quality refers to a bond issuer's expected ability to make all required
interest and principal payments in a timely manner. Because highly rated bond
issuers represent less risk, they can borrow at lower interest rates than less
creditworthy issuers. Therefore, a fund investing in high-quality securities
should have a lower yield than an otherwise comparable fund investing in lower
credit-quality securities.

What is meant by a bond or bond fund's maturity?

Every bond has a stated maturity date when the issuer must repay the bond's
entire principal value to the investor. Some types of bonds may also have an
"effective maturity" that is shorter than the stated date. Many corporate and
municipal bonds are "callable," meaning the principal can be repaid before
their stated maturity dates on (or after) specified call dates. Bonds are most
likely to be called when interest rates are falling, because the issuer wants
to refinance at a lower rate. In such an environment, a bond's "effective
maturity" is usually its nearest call date.

A bond mutual fund has no maturity in the strict sense of the word, but does
have a weighted average maturity. This number is an average of the stated
maturities of the underlying bonds, with each maturity "weighted" by the
percentage of fund assets it represents. Funds that target effective
maturities would use the effective (rather than stated) maturities of the
underlying bonds when computing the average.

What is meant by a bond or bond fund's "duration"?
__________________________________________________________________________
A MORE DETAILED DISCUSSION OF THESE AND OTHER RISK CONSIDERATIONS IS CONTAINED
IN THE FUNDS' STATEMENT OF ADDITIONAL INFORMATION.

Duration is a better measure than maturity of a bond's sensitivity to interest
rate changes because it measures the recovery of the original investment by
taking into account the cash flows generated over the bond's life. Future
interest and principal payments are discounted to reflect their present value
and then are multiplied by the number of years they will be received to
produce a value that is expressed in years, i.e., the duration. Effective
duration takes into account call features and sinking fund payments which may
shorten a bond's life.

You can multiply the duration by the potential change in interest rates to
estimate the effect on principal value. For example, the price of a bond or
bond fund with a duration of five years would rise or fall roughly 5% if rates
fell or rose by one percentage point.

What are the main risks of investing in bond funds?

o    Interest rate or market risk-the decline in bond prices that accompanies
     a rise in the level of interest rates.

o    Credit risk-the chance that any of a fund's holdings will have its
     credit rating downgraded or will default (fail to make scheduled
     interest and principal payments), potentially reducing the fund's income
     level and/or share price.

How is a municipal's price affected by changes in interest rates?

When interest rates rise, a municipal's price usually falls, and vice versa.
__________________________________________________________________________
GENERALLY SPEAKING, THE LONGER THE SECURITY'S MATURITY, THE GREATER THE PRICE
INCREASE OR DECREASE IN RESPONSE TO A CHANGE IN INTEREST RATES, AS SHOWN IN
THE TABLE AT RIGHT.
__________________________________________________________________________
How Interest Rates Affect Bond Prices

Bond      Coupon  Price Per $1,000 of Bond Face 
Maturity          Value if Interest Rates

                  Increase     Decrease
                  1%     2%    1%      2%
_________________________________________________________
1 Year              3.60%      $990    $981 $1,010    $1,020
_________________________________________________________
5 Years             4.80        957     916  1,045     1,093
_________________________________________________________
10 Years            5.30        927     860  1,081     1,169
_________________________________________________________
20 Years            5.90        892     801  1,127     1,276
_________________________________________________________
30 Years            6.00        875     774  1,155     1,348
_________________________________________________________

Table 4
     Coupons reflect yields on AAA-rated municipals as of 
     May 31, 1994. This is an illustration and does not 
     represent expected yields or share-price changes of
     any T. Rowe Price fund.

How do T. Rowe Price fund managers try to reduce risk?

Consistent with each fund's objective, T. Rowe Price actively manages the
funds to minimize risk and increase total return. Risk management tools
include:

o    Diversification of assets to reduce the impact of a single holding on a
     fund's net asset value;

o    Thorough credit research by our own analysts; and

o    Maturity adjustments to reflect the fund manager's interest rate
     outlook.

Who issues municipal securities?
__________________________________________________________________________
CHARACTERISTICS OF MUNICIPAL SECURITIES

State and local governments and governmental authorities sell notes and bonds
(usually called "municipals") to pay for public projects and services.

Who buys municipal securities?
__________________________________________________________________________
MUNICIPAL SECURITIES ARE ALSO CALLED "TAX-EXEMPTS" BECAUSE THE INTEREST INCOME
THEY PROVIDE IS USUALLY EXEMPT FROM FEDERAL INCOME TAXES.

Individuals are the primary investors, and a principal way they invest is
through mutual funds. Prices of municipals may be affected by major changes in
flows of money into or out of municipal funds. For example, substantial and
sustained redemptions from municipal bond funds could result in lower prices
for these securities.

Is interest income from municipal issues always exempt from federal taxes?

No. For example, since 1986, income from so-called "private activity"
municipals has been subject to the federal alternative minimum tax (AMT). For
example, some bonds financing airports, stadiums, and student loan programs
fall into this category. Shareholders subject to the AMT must include income
derived from private-activity bonds in their AMT calculation. Relatively few
taxpayers are required to pay the tax. The funds will report annually to
shareholders the portion of income, if any, subject to AMT. (Please see
"Distributions and Taxes- Taxes on Fund Distributions.")

Why are yields on municipals usually below those on otherwise comparable
taxable securities?

Since the income provided by most municipals is exempt from federal taxation,
investors are willing to accept lower yields on a municipal bond than on an
otherwise similar (in quality and maturity) taxable bond.

Why are yields on Maryland bonds often below those of comparable issues from
other states?

Strong demand for Maryland securities, due to a relatively high state income
tax rate and an often limited supply, tends to push their prices up and yields
down.

Is there an easy way to compare after-tax yields on a Maryland fund with a
similar tax-exempt fund that invests nationally?

Subtract your state tax rate from 1 and multiply this number times the yield
on the national fund. The result is the yield to you on the national fund
after paying Maryland income tax. Compare this with the Maryland fund's yield.

How can I decide which Maryland fund is most appropriate for me?

Review your own financial objectives, time horizon, and risk tolerance. Use
the table below, which summarizes the funds' main characteristics, to choose a
fund (or funds) suitable for your particular needs. If you will need your
principal in a relatively short time, and/or want to minimize share-price
volatility, the Short-Term Bond Fund may be a good choice. However, if you are
investing for the highest possible tax-free income and can tolerate some price
volatility, you should consider the longer-term bond fund.

__________________________________________________________________________
Differences Between Funds

Fund         Credit        Income  Risk of    Expected
             Quality               Share-Price     Average 
             Categories            Fluctuation     Maturity
__________________________________________________________________________
Short-Term Bond            Primarily four     Low to    Low to    Generally 

                                              one
             highest       moderate           moderate  to three
                                              years
__________________________________________________________________________
Tax-Free Bond              Primarily four     High Greater        10+ Years
             highest
__________________________________________________________________________
Table 5

Is there additional information about the two funds to help me make a
decision?

You should review the investment policies and practices section (pages 17-22)
which discusses the following: Types of Portfolio Securities (municipal
securities, private activity bonds, municipal lease obligations, securities
with "puts" or other demand features, securities with credit enhancements,
synthetic or derivative securities, and private placements); Types of Fund
Management Practices (cash position, when-issued securities and forwards,
interest rate futures, borrowing money and transferring assets, portfolio
turnover, sector concentration, and credit quality considerations).

2    About Your Account

Pricing Shares and Receiving Sale Proceeds

Here are some procedures you should know when investing in a fund. This
section applies to all T. Rowe Price tax-free bond and money funds.

How and when shares are priced
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THE VARIOUS WAYS YOU CAN BUY, SELL, AND EXCHANGE SHARES ARE EXPLAINED AT THE
END OF THIS PROSPECTUS AND ON THE NEW ACCOUNT FORM.

Bond and Money Funds. The share price (also called "net asset value" or NAV
per share) for each fund is calculated at 4 p.m. ET each day the New York
Stock Exchange is open for business. To calculate the NAV, a fund's assets are
priced and totaled, liabilities are subtracted, and the balance, called net
assets, is divided by the number of shares outstanding. 

Money fund NAVs, which are managed to remain at $1.00, are calculated at noon
ET each day as well as 4 p.m. Amortized cost or amortized market value is used
to value money fund securities that mature in 60 days or less.

How your purchase, sale, or exchange price is determined
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WHEN FILLING OUT THE NEW ACCOUNT FORM, YOU MAY WISH TO GIVE YOURSELF THE
WIDEST RANGE OF OPTIONS FOR RECEIVING PROCEEDS FROM A SALE.

If we receive your request in correct form before 4 p.m. ET, your transaction
will be priced at that day's NAV. If we receive it after 4 p.m., it will be
priced at the next business day's NAV.

We cannot accept orders that request a particular day or price for your
transaction or any other special conditions.

Note: The time at which transactions are priced may be changed in case of an
emergency or if the New York Stock Exchange closes at a time other than 4 p.m.
ET.

How you can receive the proceeds from a sale 
__________________________________________________________________________
IF FOR SOME REASON WE CANNOT ACCEPT YOUR REQUEST TO SELL SHARES, WE WILL
CONTACT YOU.

If your request is received by 4 p.m. ET in correct form, proceeds are usually
sent on the next business day. Proceeds can be sent to you by mail, or to your
bank account by ACH transfer or bank wire. Proceeds sent by bank wire should
be credited to your account the next business day, and proceeds sent by ACH
transfer should be credited the second day after the sale. ACH (Automated
Clearing House) is an automated method of initiating payments from and
receiving payments in your financial institution account. ACH is a payment
system supported by over 20,000 credit unions, banks and savings banks which
electronically exchange the transactions primarily through the Federal Reserve
Banks.

Exception: 

o    Under certain circumstances and when deemed to be in the fund's best
     interests, your proceeds may not be sent for up to five business days
     after receiving your sale or exchange request. If you were exchanging
     into a bond or money fund, your new investment would not begin to earn
     dividends until the sixth business day.

Useful Information on Distributions and Taxes

Dividends and other distributions 
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THE FUNDS DISTRIBUTE ALL NET INVESTMENT INCOME AND REALIZED CAPITAL GAINS TO
SHAREHOLDERS.

Dividend and capital gain distributions are reinvested in additional fund
shares in your account unless you select another option on your New Account
Form. The advantage of reinvesting distributions arises from compounding; that
is, you receive interest and capital gain distributions on a rising number of
shares.

Dividends not reinvested are paid by check or transmitted to your bank account
via ACH.  If the Post Office cannot deliver your check, or if your check
remains uncashed for six months, the fund reserves the right to reinvest your
distribution check in your account at the then current NAV and to reinvest all
subsequent distributions in shares of the fund.

Income dividends

o    Bond funds declare income dividends daily at 4 p.m. ET to shareholders
     of record on the previous business day.

o    Money funds declare income dividends daily at noon ET to shareholders of
     record at that time.

o    Bond and money funds pay dividends on the last business day of each
     month.

o    Bond and money fund shares will earn dividends through the date of
     redemption; also, shares redeemed on a Friday or prior to a holiday will
     continue to earn dividends until the next business day. Generally, if
     you redeem all of your shares at any time during the month, you will
     also receive all dividends earned through the date of redemption in the
     same check. When you redeem only a portion of your shares, all dividends
     accrued on those shares will be reinvested, or paid in cash, on the next
     dividend payment date.

     Capital gains

o    A capital gain or loss is the difference between the purchase and sale
     price of a security.

o    If the fund has net capital gains for the year (after subtracting any
     capital losses), they are usually declared and paid in December to
     shareholders of record on a specified date that month. If a second
     distribution is necessary, it is usually declared and paid during the
     first quarter of the following year.

Tax information
__________________________________________________________________________
THE FUNDS SEND TIMELY INFORMATION FOR YOUR TAX FILING NEEDS.

Although the regular monthly income dividends you receive from the funds are
expected to be exempt from federal and state and local (if any) income taxes,
you need to be aware of the possible tax consequences when:

o    you sell fund shares, including an exchange from one fund to another; or

o    the fund makes a short- and/or long-term capital gain distribution to
     your account.

Due to 1993 tax legislation, a portion of the capital gains realized on the
sale of market discount bonds with maturities beyond one year may be treated
as ordinary income and cannot be offset by other capital losses. Therefore, to
the extent the fund invests in these securities, the likelihood of a taxable
gain distribution will be increased.

Note: You must report your total tax-exempt income on IRS Form 1040. The IRS
uses this information to help determine the tax status of any social security
payments you may have received during the year.

Taxes on fund redemptions. When you sell shares in any fund, you may realize a
gain or loss. An exchange from one fund to another is still a sale for tax
purposes. If you realize a loss on the sale or exchange of fund shares held
six months or less, your capital loss is reduced by the tax-exempt dividends
received on those shares.
__________________________________________________________________________
THE FUNDS FURNISH AVERAGE COST AND CAPITAL GAIN (LOSS) INFORMATION ON MOST
SHARE REDEMPTIONS.

In January, the funds will send you and the IRS Form 1099-B, indicating the
date and amount of each sale you made in the fund during the prior year. We
will also tell you the average cost of the shares you sold during the year.
Average cost information is not reported to the IRS, and you do not have to
use it. You may calculate the cost basis using other methods acceptable to the
IRS, such as "specific identification."

To help you maintain accurate records, we send you a confirmation immediately
following each transaction (except for systematic purchases and redemptions)
you make and a year-end statement detailing all your transactions in each fund
account during the year.
__________________________________________________________________________
CAPITAL GAIN DISTRIBUTIONS ARE TAXABLE WHETHER REINVESTED IN ADDITIONAL SHARES
OR RECEIVED IN CASH.

Taxes on fund distributions. In January, the funds will send you and the IRS
Form 1099-DIV indicating the tax status of any capital gain distribution made
to you. All capital gain distributions are taxable to you for the year in
which they were paid. The only exception is that distributions declared during
the last three months of the year and paid in January are taxed as though they
were paid by December 31. Dividends are expected to be tax exempt. 

Short-term capital gains are taxable as ordinary income and long-term gains
are taxable at the applicable long-term gain rate. The gain is long or short
term depending on how long the fund held the securities, not how long you held
shares in the fund.

If the funds invest in certain "private activity" bonds, shareholders who are
subject to the alternative minimum tax (AMT) must include income generated by
these bonds in their AMT computation. The portion of your fund's income which
should be included in your AMT calculation, if any, will be reported to you in
January.

Tax effect of buying shares before a capital gain distribution. If you buy
shares shortly before or on the "record date"-the date that establishes you as
the person to receive the upcoming distribution-you will receive, in the form
of a taxable distribution, a portion of the money you just invested.
Therefore, you may wish to find out a fund's record date(s) before investing.
Of course, a fund's share price may reflect undistributed capital gains or
unrealized appreciation, if any. 

Transaction Procedures and Special Requirements

Purchase Conditions
__________________________________________________________________________
FOLLOWING THESE PROCEDURES HELPS ASSURE TIMELY AND ACCURATE TRANSACTIONS.

Nonpayment. If your payment is not received or you pay with a check or ACH
transfer that does not clear, your purchase will be cancelled. You will be
responsible for any losses or expenses incurred by the fund or transfer agent,
and the fund can redeem shares you own in this or another identically
registered T. Rowe Price fund as reimbursement. The fund and its agents have
the right to reject or cancel any purchase, exchange, or redemption due to
nonpayment.

U.S. Dollars. All purchases must be paid for in U.S. dollars; checks must be
drawn on U.S. banks.

Sale (Redemption) Conditions

10-day Hold. If you sell shares that you just purchased and paid for by check
or ACH transfer, the fund will process your redemption but will generally
delay sending you the proceeds for up to 10 calendar days to allow the check
or transfer to clear. If your redemption request was sent by mail or mailgram,
proceeds will be mailed no later than the seventh calendar day following
receipt unless the check or ACH transfer has not cleared. If, during the
clearing period, we receive a check drawn against your bond or money market
account, it will be returned marked "uncollected." (The 10-day hold does not
apply to purchases paid for by: bank wire; cashier's, certified, or
treasurer's checks; or automatic purchases through your paycheck.)

Telephone Transactions. Telephone exchange and redemption are established
automatically when you sign the New Account Form unless you check the box
which states that you do not want these services. The fund uses reasonable
procedures (including shareholder identity verification) to confirm that
instructions given by telephone are genuine. If these procedures are not
followed, it is the opinion of certain regulatory agencies that the fund may
be liable for any losses that may result from acting on the instructions
given. All conversations are recorded, and a confirmation is sent within five
business days after the telephone transaction.

Redemptions over $250,000. Large sales can adversely affect a portfolio
manager's ability to implement a fund's investment strategy by causing the
premature sale of securities that would otherwise be held. If in any 90-day
period, you redeem (sell) more than $250,000, or your sale amounts to more
than 1% of the fund's net assets, the fund has the right to delay sending your
proceeds for up to five business days after receiving your request, or to pay
the difference between the redemption amount and the lesser of the two
previously mentioned figures with securities from the fund.

Excessive Trading
__________________________________________________________________________
T. ROWE PRICE MAY BAR EXCESSIVE TRADERS FROM PURCHASING SHARES.

Frequent trades involving either substantial fund assets, or a substantial
portion of your account or accounts controlled by you, can disrupt management
of the fund and raise its expenses. We define "excessive trading" as exceeding
one purchase and sale involving the same fund within any 120-day period.

For example, you are in fund A. You can move substantial assets from A to fund
B, and, within the next 120 days, sell your shares in fund B to return to fund
A or move to fund C.

If you exceed the number of trades described above, you may be barred
indefinitely from further purchases of T. Rowe Price funds.

Three types of transactions are exempt from excessive trading guidelines: (1)
trades solely between money market funds, (2) redemptions that are not part of
exchanges, and (3) systematic purchases or redemptions (see "Shareholder
Services").

Keeping Your Account Open

Due to the relatively high cost of maintaining small accounts, we ask you to
maintain an account balance of at least $1,000. If your balance is below
$1,000 for three months or longer, the fund has the right to close your
account after giving you 60 days in which to increase your balance.

Signature Guarantees
__________________________________________________________________________
A SIGNATURE GUARANTEE IS DESIGNED TO PROTECT YOU AND THE FUND FROM FRAUD BY
VERIFYING YOUR SIGNATURE.

You may need to have your signature guaranteed in certain situations, such as:

o    Written requests 1) to redeem over $50,000 or 2) to wire redemption
     proceeds.

o    Remitting redemption proceeds to any person, address, or bank account
     not on record.

o    Transferring redemption proceeds to a T. Rowe Price fund account with a
     different registration from yours. 

o    Establishing certain services after the account is opened.

You can obtain a signature guarantee from most banks, savings institutions,
broker/dealers and other guarantors acceptable to T. Rowe Price. We cannot
accept guarantees from notaries public or organizations that do not provide
reimbursement in the case of fraud.


3    MORE ABOUT THE FUNDS

The Funds' Organization and Management

How are the funds organized?
__________________________________________________________________________
SHAREHOLDERS BENEFIT FROM T. ROWE PRICE'S 57 YEARS OF INVESTMENT MANAGEMENT
EXPERIENCE.

The T. Rowe Price State Tax-Free Income Trust was organized in 1986 as a
Massachusetts business trust and is a "non-diversified, open-end investment
company," or mutual fund. Mutual funds pool money received from shareholders
and invest it to try to achieve specified objectives.

What is meant by "shares"?

As with all mutual funds, investors purchase "shares" when they invest in a
fund. These shares are part of a fund's authorized capital stock, but share
certificates are not issued.

Each share and fractional share entitles the shareholder to:

o    receive a proportional interest in a fund's income and capital gain
     distributions;

o    cast one vote per share on certain fund matters, including the election
     of fund directors/trustees, changes in fundamental policies, or approval
     of changes in a fund's management contract.

Does each fund have an annual shareholder meeting?

The funds are not required to hold annual meetings and do not intend to do so
except when certain matters, such as a change in a fund's fundamental
policies, are to be decided. In addition, shareholders representing at least
10% of all eligible votes may call a special meeting if they wish for the
purpose of voting on the removal of any fund trustee(s). If a meeting is held
and you cannot attend, you can vote by proxy. Before the meeting, the fund
will send you proxy materials that explain the issues to be decided and
include a voting card for you to mail back.

Who runs the funds?
__________________________________________________________________________
ALL DECISIONS REGARDING THE PURCHASE AND SALE OF FUND INVESTMENTS ARE MADE BY
T. ROWE PRICE ASSOCIATES-SPECIFICALLY BY THE FUNDS' PORTFOLIO MANAGERS.

General Oversight. The funds are governed by a Board of Trustees that meets
regularly to review the fund's investments, performance, expenses, and other
business affairs. The Board elects the funds' officers.

Portfolio Management. Each fund has an Investment Advisory Committee, composed
of the following members: Short-Term Bond Fund-Mary J. Miller, Chairman, Paul
W. Boltz, Patricia S. Deford, Charles B. Hill, Laura L. McAree, Hugh D.
McGuirk, William T. Reynolds, and Alan P. Richman; and Tax-Free Bond Fund-Mary
J. Miller, Chairman, Paul W. Boltz, Patricia S. Deford, Konstantine B. Mallas,
Hugh D. McGuirk, William T. Reynolds, and Alan P. Richman. The Committee
Chairman has day-to-day responsibility for managing the portfolio and works
with the Committee in developing and executing the funds' investment programs.
Mrs. Miller has been Chairman of each fund's Committee since the Short-Term
Bond Fund's inception in 1993 and since 1991 for the Tax-Free Bond Fund. She
joined T. Rowe Price in 1983 and has been managing investments since 1987.

Marketing. T. Rowe Price Investment Services, Inc., a wholly-owned subsidiary
of T. Rowe Price, distributes (sells) shares of these and all other T. Rowe
Price funds.

Shareholder Services. T. Rowe Price Services, Inc., another wholly-owned
subsidiary, acts as the funds' transfer and dividend disbursing agent and
provides shareholder and administrative services. The address for T. Rowe
Price Investment Services, Inc., and T. Rowe Price Services is 100 East Pratt
St., Baltimore, MD 21202.

How are fund expenses determined? 

The management agreement spells out the expenses to be paid by each fund. In
addition to the management fee, each fund pays for the following: shareholder
service expenses; custodial, accounting, legal, and audit fees; costs of
preparing and printing prospectuses and reports sent to shareholders;
registration fees and expenses; proxy and annual meeting expenses (if any);
and director/trustee fees and expenses.

The Management Fee. This fee has two parts-an "individual fund fee" (discussed
on page 3), which reflects the fund's particular investment management costs,
and a "group fee." The group fee, which is designed to reflect the benefits of
the shared resources of the T. Rowe Price investment management complex, is
calculated monthly based on the net combined assets of all T. Rowe Price funds
(except Equity Index and both Spectrum Funds and any institutional or private
label mutual funds). The group fee schedule (shown below) is graduated,
declining as the asset total rises, so shareholders benefit from the overall
growth in mutual fund assets.

0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion

0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion

0.330% Next $10 billion
0.320% Next $10 billion
0.310% Thereafter

Each fund's portion of the group fee is determined by the ratio of its daily
net assets to the daily net assets of all the Price funds as described above.
Based on combined Price funds' assets of approximately $36 billion at February
28, 1994, the Group Fee was 0.34%.

Understanding Performance Information

This section should help you understand the terms used to describe the funds'
performance. You will come across them in shareholder reports you receive from
us four times a year, in our newsletter, "Insights" reports, in T. Rowe Price
advertisements, and in the media.

Total Return
__________________________________________________________________________
TOTAL RETURN IS THE MOST WIDELY USED PERFORMANCE MEASURE. DETAILED PERFORMANCE
INFORMATION IS INCLUDED IN THE FUNDS' ANNUAL REPORTS AND QUARTERLY SHAREHOLDER
REPORTS.

This tells you how much an investment in a fund has changed in value over a
given time period. It reflects any net increase or decrease in the share price
and assumes that all dividends and capital gains (if any) paid during the
period were reinvested in additional shares. Including reinvested
distributions means that total return numbers include the effect of
compounding, i.e., you receive income and capital gain distributions on a
rising number of shares.

Advertisements for a fund may include cumulative or compound average annual
total return figures, which may be compared with various indices, other
performance measures, or other mutual funds.

Cumulative Total Return

This is the actual rate of return on an investment for a specified period. A
cumulative return does not indicate how much the value of the investment may
have fluctuated between the beginning and the end of the period specified.

Average Annual Total Return

This is always hypothetical. Working backward from the actual cumulative
return, it tells you what constant year-by-year return would have produced the
actual, cumulative return. By smoothing out all the variations in annual
performance, it gives you an idea of the investment's annual contribution to
your portfolio provided you held it for the entire period in question.

Yield
__________________________________________________________________________
YOU WILL SEE FREQUENT REFERENCES TO THE FUNDS' YIELDS AND TAX EQUIVALENT
YIELDS IN OUR REPORTS, ADVERTISEMENTS, IN MEDIA STORIES, AND SO ON.

The current or "dividend yield" on the fund or any investment tells you the
relationship between the investment's current level of annual income and its
price on a particular day. The dividend yield reflects the actual income paid
to shareholders for a given period, annualized, and divided by the average
price during the given period. For example, a fund providing $5 of annual
income per share and a price of $50 has a current yield of 10%. Yields can be
calculated for any time period. 

The advertised or "SEC yield" is found by determining the net income per share
(as defined by the SEC) earned by the fund during a 30-day base period and
dividing this amount by the per-share price on the last day of the base
period. The "SEC yield" may differ from the dividend yield. 

Investment Policies and Practices 
__________________________________________________________________________
FUND MANAGERS HAVE CONSIDERABLE LEEWAY IN CHOOSING INVESTMENT STRATEGIES AND
SELECTING SECURITIES THEY BELIEVE WILL HELP THE FUNDS ACHIEVE THEIR
OBJECTIVES.

This section takes a detailed look at some of the types of securities the
funds may hold in their portfolios and the various kinds of investment
practices that may be used in day-to-day portfolio management. Each fund's
investment program is subject to further restrictions and risks described in
the "Statement of Additional Information." 

Shareholder approval is required to substantively change each fund's objective
and certain investment restrictions noted in the following section as
"fundamental policies." The managers also follow certain "operating policies"
which can be changed without shareholder approval. However, significant
changes are discussed with shareholders in fund reports. Each fund adheres to
applicable investment restrictions and policies at the time it makes an
investment. A later change in circumstances will not require the sale of an
investment if it was proper at the time it was made.

Types of Portfolio Securities 

In seeking to meet their investment objectives, the funds may invest in any
type of interest-bearing security whose yield, credit quality, and maturity
characteristics are consistent with the funds' investment programs. These and
some of the other investment techniques the funds may use are described in the
following pages. 
__________________________________________________________________________
IN PURCHASING MUNICIPALS, THE FUNDS RELY ON THE OPINION OF THE ISSUER'S BOND
COUNSEL REGARDING THE TAX-EXEMPT STATUS OF THE INVESTMENT.

Municipal Securities. Each fund's assets are invested primarily in various
income-producing tax-free municipal debt securities. The issuers have a
contractual obligation to pay interest at a stated rate on specific dates and
to repay principal (the bond's face value) on a specified date or dates. An
issuer may have the right to redeem or "call" a bond before maturity, and the
investor may have to reinvest the proceeds at lower rates. 

There are two broad categories of municipal bonds. General obligation bonds
are backed by the issuer's "full faith and credit," that is, its full taxing
and revenue raising power. Revenue bonds usually rely exclusively on a
specific revenue source, such as charges for water and sewer service, to
generate money for debt service. 

Private Activity Bonds. While income from most municipals is exempt from
federal income taxes, the income from certain types of so-called private
activity bonds (a type of revenue bond) may be subject to the alternative
minimum tax (AMT). However, only persons subject to AMT pay this tax. Private
activity bonds may be issued for purposes such as housing or airports or to
benefit a private company. (Being subject to the AMT does not mean the
investor necessarily pays this tax. For further information, please see
"Distributions and Taxes.") 

Fundamental policy: Under normal market conditions, the funds will not
purchase any security if, as a result, less than 80% of the funds' income
would be exempt from federal and Maryland state and local income taxes. The
income included under the 80% test does not include income from securities
subject to the alternative minimum tax.

Operating policy: During periods of abnormal market conditions, for temporary
defensive purposes, the funds may invest without limit in high-quality,
short-term securities whose income is subject to federal and Maryland state
and local income tax. 

In addition to general obligation and revenue bonds, the funds' investments
may include, but are not limited to, the following types of securities: 

Municipal Lease Obligations. A lease is not a full faith and credit obligation
of the issuer and is usually backed only by the borrowing government's
unsecured pledge to make annual appropriation for lease payments. There have
been challenges to the legality of lease financing in numerous states and,
from time to time, certain municipalities have considered not appropriating
money to make lease payments. In deciding whether to purchase a lease
obligation, the funds would assess the financial condition of the borrower,
the merits of the project, the level of public support for the project, and
the legislative history of lease financing in the state. These securities may
be less readily marketable than other municipals. The funds may also purchase
unrated lease-obligations. Based on information supplied by T. Rowe Price, the
funds' Board of Trustees will periodically review the credit quality of
non-rated leases and assess the likelihood of their being cancelled. 

Operating policy: Each fund may invest no more than 20% of its total assets in
lease obligations. 

Securities with "Puts" or other Demand Features. Some longer-term municipals
give the investor the right to "put" or sell the security at par (face value)
within a specified number of days following the investor's request-usually one
to seven days. This demand feature enhances a security's liquidity by
dramatically shortening its effective maturity and enables it to trade at a
price equal to or very close to par. If the demand feature were terminated
prior to being exercised, the funds would hold the longer-term security. 

Securities with Credit Enhancements. 

o    Letters of Credit. Letters of credit are issued by a third party,
     usually a bank, to enhance liquidity and/or ensure repayment of
     principal and any accrued interest if the underlying municipal security
     should default. 

o    Municipal Bond Insurance. This insurance, which is usually purchased by
     the bond issuer from a private, nongovernmental insurance company,
     provides an unconditional and irrevocable guarantee that the insured
     bond's principal and interest will be paid when due. Insurance does not
     guarantee the price of a bond or the share price of any fund. The credit
     rating of an insured bond reflects the credit rating of the insurer,
     based on its claims paying ability. T. Rowe Price periodically reviews
     the credit quality of the insurer. 

The obligation of a municipal bond insurance company to pay a claim extends
over the life of each insured bond. Although defaults on insured municipal
bonds have been low to date and municipal insurers have met these claims,
there is no assurance this will continue. A higher than expected default rate
could strain the insurer's loss reserves and adversely affect its ability to
pay claims to bondholders, such as the funds. The number of municipal bond
insurers is relatively small, and not all of them have the highest rating. 

o    Standby Repurchase Agreements. A Standby Bond Purchase Agreement (SBPA)
     is a liquidity facility provided to pay the purchase price of bonds that
     cannot be remarketed. The obligation of the liquidity provider (usually
     a bank) is only to advance funds to purchase tendered bonds which cannot
     be remarketed and does not cover principal or interest under any other
     circumstances. The liquidity provider's obligations under the SBPA are
     usually subject to numerous conditions, including the continued
     creditworthiness of the underlying borrower. 

Synthetic or Derivative Securities. These securities are created from existing
municipal bonds: 

o    Residual Interest Bonds. The income stream provided by an underlying
     bond is divided to create two securities, one short-term and one
     long-term. The interest rate on the short-term component is reset by an
     index or auction process normally every seven to 35 days. After income
     is paid on the short-term securities at current rates, the residual
     income goes to the long-term securities. Therefore, rising short-term
     interest rates result in lower income for the longer-term portion, and
     vice versa. The longer-term bonds can be very volatile and may be less
     liquid than other municipals of comparable maturity. 

Operating policy: Each fund will not invest more than 10% of its total assets
in residual interest bonds.

o    Participation Interests. This term covers various types of securities
     created by converting fixed-rate bonds into short-term, variable-rate
     certificates. These securities have been developed in the secondary
     market to meet the demand for short-term, tax-exempt securities. The
     funds will invest only in securities deemed tax-exempt by a nationally
     recognized bond counsel, but there is no guarantee the interest will be
     exempt because the IRS has not issued a definitive ruling on the matter. 

o    Embedded Interest Rate Swaps and Caps. In a fixed-rate, long-term
     municipal bond with an interest rate swap attached to it, the bondholder
     usually receives the bond's fixed-coupon payment as well as a variable
     rate payment that represents the difference between a fixed rate for the
     term of the swap (which is typically shorter than the bond it is
     attached to) and a variable rate short-term municipal index. The
     bondholder receives excess income when short-term rates remain below the
     fixed interest rate swap rate. If short-term rates rise above the
     fixed-income swap rate, the bondholder's income is reduced. At the end
     of the interest rate swap term, the bond reverts to a single
     fixed-coupon payment. Embedded interest rate swaps enhance yields, but
     also increase interest rate risk. 

An embedded interest rate cap allows the bondholder to receive payments
whenever short-term rates rise above a level established at the time of
purchase. They normally are used to hedge against rising short-term interest
rates. 

Both instruments may be volatile and of limited liquidity and their use may
adversely affect a fund's total return. 

Operating policy: Each fund will not invest more than 10% of its total assets
in embedded interest rate swaps and caps.

Private Placements. The funds may seek to enhance their yield through the
purchase of private placements. These securities are sold through private
negotiations, usually to institutions or mutual funds, and may have resale
restrictions. Their yields are usually higher than comparable public
securities to compensate the investor for their limited marketability. 

Operating policy: Each fund may not invest more than 15% of its net assets in
illiquid securities, including unmarketable private placements. 

Types of Fund Management Practices
__________________________________________________________________________
CASH RESERVES PROVIDE FLEXIBILITY AND SERVE AS A SHORT-TERM DEFENSE DURING
PERIODS OF UNUSUAL MARKET VOLATILITY.

Cash Position. Each fund will hold a portion of its assets in short-term,
tax-exempt money market securities maturing in one year or less. The reserve
position: provides flexibility in meeting redemptions, expenses, and the
timing of new investments; can help in structuring a fund's weighted average
maturity; and serves as a short-term defense during periods of unusual market
volatility. Each fund's cash reserve position will be comprised of short-term,
investment-grade securities including tax-exempt commercial paper, municipal
notes and short-term maturity bonds. Some of these securities may have
adjustable, variable or floating rates.

When-Issued Securities and Forwards. New issues of municipals are often sold
on a "when-issued" basis, that is, delivery and payment take place 15-45 days
after the buyer has agreed to the purchase. Some bonds, called "forwards,"
have longer than standard settlement dates, in some cases exceeding one to
three years. When buying these securities, each fund identifies cash or
high-grade marketable securities held by its custodian equal in value to its
commitment for these securities. The funds do not earn interest on when-issued
and forward securities until settlement, and the value of the securities may
fluctuate between purchase and settlement. Municipal "forwards" typically
carry a substantial yield premium to compensate the buyer for their greater
interest rate, credit, and liquidity risks. 

Interest Rate Futures. Futures are often used to manage risk, because they
enable the investor to buy or sell an asset in the future at an agreed upon
price. Specifically, the funds may use futures (and options on futures) to
hedge against a potentially unfavorable change in interest rates and to adjust
their exposure to the municipal bond market. The use of futures for hedging
and non-hedging purposes may not always be successful. Their prices can be
highly volatile, using them could lower the fund's total return, and the
potential loss from their use could exceed a fund's initial investment in such
contracts.

Operating policy: Initial margin deposits on futures and premiums on options
used for non-hedging purposes will not equal more than 5% of a fund's net
asset value. 

Borrowing Money and Transferring Assets. Each fund can borrow money from banks
as a temporary measure for emergency purposes, to facilitate redemption
requests, or for other proper purposes consistent with each fund's investment
objective and program. Such borrowings may be collateralized with fund assets,
subject to restrictions.

Fundamental policy: Borrowings may not exceed 33 1/3% of a fund's total
assets.

Operating policy: Each fund may not transfer as collateral any portfolio
securities except as necessary in connection with permissible borrowings or
investments and then such transfers may not exceed 331_3% of a fund's total
assets. Each fund may not purchase additional securities when borrowings
exceed 5% of total assets. 

Portfolio Turnover. The funds generally purchase securities with the intention
of holding them for investment, however, when market conditions or other
circumstances warrant, securities may be purchased and sold without regard to
the length of time held. Due to the nature of each fund's investment program,
a fund's portfolio turnover rate may exceed 100%. Although the funds do not
expect to generate any taxable income, a high turnover rate may increase
transaction costs and may affect taxes paid by shareholders to the extent
short-term gains are distributed. The Short-Term Bond Fund's portfolio
turnover rate for the fiscal year ended February 28, 1994, was 20.5%, and the
annualized portfolio turnover rate for the fiscal period ended February 28,
1993, was 96.9%. The Tax-Free Bond Fund's portfolio turnover rates for the
fiscal years ended February 28, 1994, February 28, 1993, and February 29,
1992, were 24.3%, 22.3%, and 21.9%, respectively.

Sector Concentration. It is possible that each fund could have a considerable
amount of assets (25% or more) in securities that would tend to respond
similarly to particular economic or political developments. An example would
be, securities of issuers related to a single industry, such as health care or
nuclear energy. 

Operating policy: Each fund will not invest more than 25% of total assets in
industrial development bonds of projects in the same industry (such as solid
waste, nuclear utility or airlines). Bonds which are refunded with escrowed
U.S. Government securities are not subject to the 25% limitation.

Credit Quality Considerations. The credit quality of most bond issues is
evaluated by rating agencies such as Moody's and Standard & Poor's. Credit
quality refers to the issuer's ability to meet all required interest and
principal payments. The highest ratings are assigned to issuers perceived to
be the best credit risks. T. Rowe Price research analysts also evaluate all
portfolio holdings of each fund, including those rated by outside agencies.
The lower the rating on a bond, the higher the yield, other things being
equal.

Table 6 shows the rating scale used by the major rating agencies. T. Rowe
Price considers publicly available ratings, but emphasizes its own credit
analysis when selecting investments.
__________________________________________________________________________
Ratings of Municipal Debt Securities

          Moody's     Standard           Fitch     Definition
          Investors   & Poor's           Investors 
          Service, Inc.                  Service, Inc.
                              Corporation
__________________________________________________________________________
Long-Term Aaa         AAA     AAA        Highest quality
          ______________________________________________________________
          Aa          AA      AA         High quality
          ______________________________________________________________
          A           A       A          Upper medium grade
          ______________________________________________________________
          Baa         BBB     BBB        Medium grade
          ______________________________________________________________

          Moody's             S&P        Fitch 
__________________________________________________________________________
Short-Term          MIG1/VMIG1     Best   SP1+ Very      F-1+ Exception-
                    quality        strong      ally
                                               strong 
                                   quality          quality
                              SP1  Strong      F-1  Very 
                                   grade       strong
                                               quality
__________________________________________________________________________
          MIG2/VMIG2          High        SP2  Satis-    F-2  Good
                    quality        factory          credit
                                   grade       quality
__________________________________________________________________________
Commercial          P-1 Superior quality  A-1+ Extrem-   F-1+ Exception-
Paper                              ely    F-1+ ally
                                   strong           strong
                                   quality          quality
                              A-1  Strong      F-1  Very
                                   quality          strong
                                               quality
          _____________________________________________________________
          P-2 Strong quality  A-2  Satis- F-2  Good
                                   factory          credit
                                   quality          quality
__________________________________________________________________________
Table 6

4    INVESTING WITH T. ROWE PRICE

Meeting Requirements for New Accounts

Tax Identification Number
__________________________________________________________________________
ALWAYS VERIFY YOUR TRANSACTIONS BY CAREFULLY REVIEWING THE CONFIRMATION WE
SEND YOU. PLEASE REPORT ANY DISCREPANCIES TO SHAREHOLDER SERVICES.

We must have your correct social security or corporate tax identification
number and a signed New Account Form or W-9 Form. Otherwise, federal law
requires the fund to withhold a percentage (currently 31%) of your dividends,
capital gain distributions, and redemptions, and may subject you to an IRS
fine. You will also be prohibited from opening another account by exchange. If
this information is not received within 60 days after your account is
established, your account may be redeemed, priced at the NAV on the date of
redemption.

Unless you request otherwise, one shareholder report will be mailed to
multiple account owners with the same tax identification number and same zip
code and to shareholders who have requested that their account be combined
with someone else's for financial reporting.

Opening a New Account: $2,500 minimum initial investment; $1,000 for gifts or
transfers to minors (UGMA/UTMA) accounts

Account Registration

If you own other T. Rowe Price funds, be sure to register any new account just
like your existing accounts so you can exchange among them easily. (The name
and account type would have to be identical.)

By Mail
__________________________________________________________________________
REGULAR MAIL
T. ROWE PRICE 
ACCOUNT SERVICES
P.O. BOX 17300
BALTIMORE, MD
21298-9353

MAILGRAM, EXPRESS, 
REGISTERED, OR 
CERTIFIED MAIL
T. ROWE PRICE
ACCOUNT SERVICES
10090 RED RUN BLVD.
OWINGS MILLS, MD 
21117

Please make your check payable to T. Rowe Price Funds (otherwise it may be
returned) and send it together with the New Account Form to the address at
left.

By Wire

o    Call Investor Services for an account number and use the wire address
     below.

o    Complete a New Account Form and mail it to one of the appropriate
     addresses listed at left.

o    Give the following wire address to your bank: Morgan Guaranty Trust Co.
     of New York, ABA# 021000238, T. Rowe Price [fund name], AC-00153938.
     Provide fund name, account name(s), and account number.

By Exchange

Call Shareholder Services. The new account will have the same registration as
the account from which you are exchanging. Services for the new account may be
carried over by telephone request if preauthorized on the existing account.
(See explanation of "Excessive Trading" under "Transaction Procedures.")

In Person
__________________________________________________________________________
DROP-OFF LOCATIONS
101 EAST LOMBARD ST.
BALTIMORE, MD

T. ROWE PRICE
FINANCIAL CENTER
10090 RED RUN BLVD.
OWINGS MILLS, MD

FARRAGUT SQUARE
900 17TH STREET, N.W.
WASHINGTON, D.C.

ARCO TOWER
31ST FLOOR
515 SOUTH FLOWER ST.
LOS ANGELES, CA

Drop off your New Account Form at any of the locations listed at left and
obtain a receipt.

Note: The fund and its agents have the right to waive or lower investment
minimums; to accept initial purchases by telephone or mailgram; to cancel or
reject any purchase or exchange if the written confirmation has not been
received by the shareholder; to otherwise modify the conditions of purchase or
any services at any time; or to act on instructions believed to be genuine.

Purchasing Additional Shares: $100 minimum purchase; $50 minimum for Automatic
Asset Builder; $5,000 minimum for telephone purchases

By ACH Transfer

Use Tele*Access(registered trademark), PC*Access(registered trademark), or
call Investor Services if you have established electronic transfers using the
ACH network.

By Wire

Call Shareholder Services or use the wire address in "Opening a New Account."

By Mail
__________________________________________________________________________
REGULAR MAIL
T. ROWE PRICE FUNDS
ACCOUNT SERVICES
P. O. BOX 89000
BALTIMORE, MD
21289-1500

o    Provide your account number and the fund name on your check.

o    Mail the check to the address shown at left either with a reinvestment
     slip or a note indicating the fund and account number in which you wish
     to purchase shares. 

By Automatic Asset Builder

Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form ($50 minimum).

By Phone

Call Shareholder Services to lock in that day's closing price; payment is due
within five days ($5,000 minimum).

Exchanging and Redeeming Shares

By Phone

Call Shareholder Services. If you find our phones busy during unusually
volatile markets, please consider placing your order by Tele*Access or
PC*Access (if you have previously authorized telephone services), or by
express mail or mailgram. For exchange policies, please see "Transaction
Procedures and Special Requirements-Excessive Trading."

Redemption proceeds can be mailed to your account address, sent by ACH
transfer, or wired to your bank. For charges, see "Electronic Transfers-By
Wire" on page 26.

By Mail
__________________________________________________________________________
REGULAR MAIL
T. ROWE PRICE
ACCOUNT SERVICES
P.O. BOX 89000
BALTIMORE, MD 
21289-0220

MAILGRAM, EXPRESS, 
REGISTERED, OR 
CERTIFIED MAIL
(SEE PAGE 23.)

Provide account name(s) and numbers, fund name(s), and exchange or redemption
amount. For exchanges, mail to the appropriate address at left, indicate the
fund you are exchanging from and the fund(s) you are exchanging into. T. Rowe
Price requires the signatures of all owners exactly as registered, and
possibly a signature guarantee (see "Transaction Procedures and Special
Requirements-Signature Guarantees").

Shareholder Services

Many services are available to you as a T. Rowe Price shareholder; some you
receive automatically and others you must authorize on the New Account Form.
By signing up for services on the New Account Form rather than later, you
avoid having to complete a separate form and obtain a signature guarantee.
This section reviews some of the principal services currently offered. Our
Services Guide contains detailed descriptions of these and other services. If
you are a new T. Rowe Price investor, you will receive a Services Guide with
our Welcome Kit. 

Exchange Service
______________________________________________________________________________
INVESTOR SERVICES
1-800-638-5660
1-410-547-2308

You can move money from one account to an existing identically registered
account, or open a new identically registered account. Remember, exchanges are
purchases and sales for tax purposes. (Exchanges into a state tax-free fund
are limited to investors living in states where the funds are registered.)
Some of the T. Rowe Price funds may impose a redemption fee of .50% to 2%,
payable to such funds, on shares held for less than one year, or in some
funds, six months. 

Note: Shares purchased by telephone may not be exchanged to another fund until
payment is received.

Automated Services

Tele*Access. 24-hour service via toll-free number provides information such as
yields, prices, dividends, account balances, and your latest transaction, as
well as the ability to request prospectuses and account forms and initiate
purchase, redemption and exchange orders in your accounts (see "Electronic
Transfers" below).

PC*Access. 24-hour service via dial-up modem provides the same information as
Tele*Access, but on a personal computer. Please call Investor Services for an
information guide.

Telephone and Walk-In Services

Buy, sell, or exchange shares by calling one of our service representatives or
by visiting one of our four investor center locations.

Electronic Transfers

By ACH. With no charges to pay, you can initiate a purchase or redemption for
as little as $100 or as much as $100,000 between your bank account and fund
account using the ACH network. Enter instructions via Tele*Access, PC*Access
or call Shareholder Services.

By Wire. Electronic transfers can also be conducted via bank wire. There is
currently a $5 fee for wire redemptions under $5,000, and your bank may charge
for wire transfers regardless of size. 

Checkwriting

You may write an unlimited number of free checks on bond and money funds, with
a minimum of $500 per check. Keep in mind, however that a check results in a
redemption; a check written on a bond fund will create a taxable event which
you and we must report to the IRS.

Automatic Investing ($50 minimum)

You can invest automatically in several different ways, including:

o    Automatic Asset Builder. You instruct us to move $50 or more once a
     month or less often from your bank account, or you can instruct your
     employer to send all or a portion of your paycheck, to the fund or funds
     you designate.

o    Automatic Exchange. Enables you to set up systematic investments from
     one fund account into another, such as from a money fund into a stock
     fund.

Discount Brokerage

You can trade stocks, bonds, options, precious metals and other securities at
a substantial savings over regular commission rates. Call Investor Services
for information.

Note: If you buy or sell T. Rowe Price funds through anyone other than T. Rowe
Price, such as broker-dealers or banks, you may be charged transaction or
service fees by those institutions. No such fees are charged by T. Rowe Price
Investment Services or the fund for transactions conducted directly with the
fund.

______________________________________________________________________________

   DESCRIPTION OF SIGNIFICANT DIFFERENCES BETWEEN EDGAR FILING
                         AND PRINTED COPY

Information appearing in all capital letters before a paragraph in the Edgar
filing will appear, in the printed copy, as call-outs in the left margin.




























































          The Statement of Additional Information for the Maryland Tax Free
          Funds, a separate series of the T. Rowe Price State Tax-Free
          Income Trust, dated July 1, 1994, amended to November 29, 1994
          should be inserted here.

          






          PAGE 1
                         STATEMENT OF ADDITIONAL INFORMATION

                      T. Rowe Price State Tax-Free Income Trust

                                    (the "Trust")

                             New York Tax-Free Money Fund

                             New York Tax-Free Bond Fund

                             Maryland Tax-Free Bond Fund

                        Maryland Short-Term Tax-Free Bond Fund

                             Virginia Tax-Free Bond Fund

                        Virginia Short-Term Tax-Free Bond Fund

                            New Jersey Tax-Free Bond Fund

                              Georgia Tax-Free Bond Fund

                      Florida Insured Intermediate Tax-Free Fund

                (collectively the "Funds" and individually the "Fund")

                    T. Rowe Price California Tax-Free Income Trust

                                    (the "Trust")

                            California Tax-Free Bond Fund

                            California Tax-Free Money Fund

                (collectively the "Funds" and individually the "Fund")

               This Statement of Additional Information is not a prospectus
          but should be read in conjunction with the appropriate Fund
          prospectus dated July 1, 1994, (or November 29, 1994 for the
          Virginia Tax-Free Bond Fund and Virginia Short-Term Tax-Free Bond
          Fund) which may be obtained from T. Rowe Price Investment
          Services, Inc., 100 East Pratt Street, Baltimore, Maryland 21202. 
          The purchase or exchange of shares in any of the above-listed
          funds is limited to investors residing in states where the funds
          are qualified for sale.

               The date of this Statement of Additional Information is July
          1, 1994 amended to November 29, 1994(for the Virginia Bond and
          Virginia Short-Term Bond Funds).
















          PAGE 2
                                  TABLE OF CONTENTS

                                     Page                            Page
          Code of Ethics  . . . . . .   72 Pricing of Securities Being 
          Custodian . . . . . . . . .   72   Offered  . . . . . . . . . 80
          Determination of Maturity of     Principal Holders of 
            Money Market Securities .   43   Securities   . . . . . . . 64
          Distributor for the Trusts    71 Ratings of Commercial Paper  61
          Dividends . . . . . . . . .   83 Ratings of Municipal Debt 
          Federal and State Registration     Securities   . . . . . . . 59
            of Shares . . . . . . . .  104 Ratings of Municipal Notes
          Forwards  . . . . . . . . .   42   and Variable Securities    60
          Futures Contracts . . . . .   43 Risk Factors Associated with a
          Independent Accountants . .  104   California Portfolio   . . 12
          Investment Management            Risk Factors Associated with a 
            Services  . . . . . . . .   64   Florida Portfolio  . . . . 28
          Investment in Taxable Money      Risk Factors Associated with a 
          Market Securities . . . . .   42   Georgia Portfolio  . . . . 25
          Investment Objectives and        Risk Factors Associated with a 
            Policies  . . . . . . . . .  3   Maryland Portfolio   . . . 16
          Investment Performance  . .   96 Risk Factors Associated with a
          Investment Programs . . . .   33   New Jersey Portfolio   . . 22
          Investment Restrictions . .   54 Risk Factors Associated with a 
          Legal Counsel . . . . . . .  104   New York Portfolio   . . .  8
          Management of the Trusts  .   62 Risk Factors Associated with a
          Municipal Securities  . . .   34   Virginia Portfolio   . . . 19
          Net Asset Value Per Share .   82 Tax-Exempt vs. Taxable Yield 88
          Options . . . . . . . . . .   49 Tax Status   . . . . . . . . 83
          Organization of the Trusts   102 When-Issued Securities   . . 41
          Risk Factors  . . . . . . . .  4 Yield Information  . . . . . 85
          Portfolio Transactions  . .   73
          Portfolio Management 
            Practices . . . . . . . .   43

                          INVESTMENT OBJECTIVES AND POLICIES

               The following information supplements the discussion of each
          Fund's investment objectives and policies discussed in each
          Fund's prospectus.  The Funds will not make a material change in
          their investment objectives without obtaining shareholder
          approval.  Unless otherwise specified, the investment programs
          and restrictions of the Funds are not fundamental policies.  Each
          Fund's operating policies are subject to change by each Trust's
          Board of Trustees without shareholder approval.  However,
          shareholders will be notified of a material change in an
          operating policy.  The fundamental policies of each Fund may not
          be changed without the approval of at least a majority of the
          outstanding shares of the Fund or, if it is less, 67% of the
          shares represented at a meeting of shareholders at which the
          holders of 50% or more of the shares of the Fund are represented.















          PAGE 3

                                     RISK FACTORS

          All Funds

               The Funds are designed for investors who, because of their
          tax bracket, can benefit from investment in municipal bonds whose
          income is exempt from federal taxes.  The Funds are not
          appropriate for qualified retirement plans where income is
          already tax deferred.

          Municipal Securities

               There can be no assurance that the Funds will achieve their
          investment objectives.  Yields on municipal securities are
          dependent on a variety of factors, including the general
          conditions of the money market and the municipal bond market, the
          size of a particular offering, the maturity of the obligation,
          and the rating of the issue.  Municipal securities with longer
          maturities tend to produce higher yields and are generally
          subject to potentially greater capital appreciation and
          depreciation than obligations with shorter maturities and lower
          yields.  The market prices of municipal securities usually vary,
          depending upon available yields.  An increase in interest rates 
          will generally reduce the value of portfolio investments, and a
          decline in interest rates will generally increase the value of
          portfolio investments.  The ability of all the Funds to achieve
          their investment objectives is also dependent on the continuing
          ability of the issuers of municipal securities in which the Funds
          invest to meet their obligations for the payment of interest and
          principal when due.  The ratings of Moody's, S&P, and Fitch
          represent their opinions as to the quality of municipal
          securities which they undertake to rate.  Ratings are not
          absolute standards of quality; consequently, municipal securities
          with the same maturity, coupon, and rating may have different
          yields.  There are variations in municipal securities, both
          within a particular classification and between classifications,
          depending on numerous factors.  It should also be pointed out
          that, unlike other types of investments, municipal securities
          have traditionally not been subject to regulation by, or
          registration with, the SEC, although there have been proposals
          which would provide for regulation in the future.

               The federal bankruptcy statutes relating to the debts of
          political subdivisions and authorities of states of the United
          States provide that, in certain circumstances, such subdivisions
          or authorities may be authorized to initiate bankruptcy
          proceedings without prior notice to or consent of creditors,
          which proceedings could result in material and adverse changes in
          the rights of holders of their obligations.















          PAGE 4
          Proposals have been introduced in Congress to restrict or
          eliminate the federal income tax exemption for interest on
          municipal securities, and similar proposals may be introduced in
          the future.  Some of the past proposals would have applied to
          interest on municipal securities issued before the date of
          enactment, which would have adversely affected their value to a
          material degree.  If such a proposal were enacted, the
          availability of municipal securities for investment by the Funds
          and the value of a Fund's portfolio would be affected and, in
          such an event, a Fund would reevaluate its investment objectives
          and policies.

               Although the banks and securities dealers with which the
          Fund will transact business will be banks and securities dealers
          that T. Rowe Price believes to be financially sound, there can be
          no assurance that they will be able to honor their obligations to
          the Fund with respect to such securities.

               After purchase by a Fund, a security may cease to be rated
          or its rating may be reduced below the minimum required for
          purchase by the Fund.  For the Money Fund, the procedures set
          forth in Rule 2a-7, under the Investment Company Act of 1940, may
          require the prompt sale of any such security.  For the other
          Funds, neither event would require a sale of such security by the
          Fund.  However, T. Rowe Price Associates, Inc. ("T. Rowe Price")
          will consider such event in its determination of whether the Fund
          should continue to hold the security.  To the extent that the
          ratings given by Moody's Investors Service, Inc. ("Moody's"),
          Standard & Poor's Corporation ("S&P"), or Fitch Investors
          Service, Inc. ("Fitch") may change as a result of changes in such
          organizations or their rating systems, the Fund will attempt to
          use comparable ratings as standards for investments in accordance
          with the investment policies contained in the prospectus.  When
          purchasing unrated securities, T. Rowe Price, under the
          supervision of the Fund's Board of Trustees, determines whether
          the unrated security is of a quality comparable to that which the
          Fund is allowed to purchase.

               Municipal Bond Insurance.  All of the Funds may purchase
          insured bonds from time to time.  Municipal bond insurance
          provides an unconditional and irrevocable guarantee that the
          insured bond's principal and interest will be paid when due.  The
          guarantee is purchased from a private, non-governmental insurance
          company.

               There are two types of insured securities that may be
          purchased by the Funds, bonds carrying either (1) new issue
          insurance or (2) secondary insurance.  New issue insurance is 
          purchased by the issuer of a bond in order to improve the bond's
          credit rating.  By meeting the insurer's standards and paying an 















          PAGE 5
          insurance premium based on the bond's principal value, the issuer
          is able to obtain a higher credit rating for the bond.  Once
          purchased, municipal bond insurance cannot be cancelled, and the 
          protection it affords continues as long as the bonds are
          outstanding and the insurer remains solvent.

               The Funds may also purchase bonds which carry secondary
          insurance purchased by an investor after a bond's original
          issuance.  Such policies insure a security for the remainder of
          its term.  Generally, the Funds expect that portfolio bonds
          carrying secondary insurance will have been insured by a prior
          investor.  However, the Funds may, on occasion, purchase
          secondary insurance on their own behalf.

               Each of the municipal bond insurance companies has
          established reserves to cover estimated losses.  Both the method
          of establishing these reserves and the amount of the reserves
          vary from company to company.  The obligation of a municipal bond
          insurance company to pay a claim extends over the life of each
          insured bond.  Municipal bond insurance companies are obligated
          to pay a bond's interest and principal when due if the issuing
          entity defaults on the insured bond.  Although defaults on
          insured municipal bonds have been low to date and municipal
          insurers have met these claims, there is no assurance this low
          rate will continue in the future.  A higher than expected default
          rate could deplete loss reserves and adversely affect the ability
          of a municipal bond insurer to pay claims to holders of insured
          bonds, such as the Fund.

          Money Funds

               The Funds will limit their purchases of portfolio
          instruments to those U.S. dollar-denominated securities which the
          Fund's Board of Trustees determines present minimal credit risk,
          and which are Eligible Securities as defined in Rule 2a-7 under
          the Investment Company Act of 1940 (1940 Act).  Eligible
          Securities are generally securities which have been rated (or
          whose issuer has been rated or whose issuer has comparable
          securities rated) in one of the two highest short-term rating
          categories by nationally recognized statistical rating
          organizations or, in the case of any instrument that is not so
          rated, is of comparable high quality as determined by T. Rowe
          Price pursuant to written guidelines established in accordance
          with Rule 2a-7 under the Investment Company Act of 1940 under the
          supervision of the Fund's Board of Trustees.  In addition, the
          Funds may treat variable and floating rate instruments with
          demand features as short-term securities pursuant to Rule 2a-7
          under the 1940 Act.

               There can be no assurance that the Money Funds will achieve 















          PAGE 6
          their investment objectives or be able to maintain their net
          asset value per share at $1.00.  The price stability and
          liquidity of the Money Funds may not be equal to that of a
          taxable money market fund which exclusively invests in short-term
          taxable money market securities.  The taxable money market is a
          broader and more liquid market with a greater number of 
          investors, issuers, and market makers than the short-term
          municipal securities market.  The weighted average maturity of
          the Funds varies:  the shorter the average maturity of a
          portfolio, the less its price will be impacted by interest rate
          fluctuations.

          Bond Funds

               Because of their investment policies, the Bond Funds may not
          be suitable or appropriate for all investors.  The Funds are
          designed for investors who wish to invest in non-money market
          funds for income, and who would benefit, because of their tax
          bracket, from receiving income that is exempt from federal income
          taxes.  The Funds' investment programs permit the purchase of
          investment grade securities that do not meet the high quality
          standards of the Money Funds.  Since investors generally perceive
          that there are greater risks associated with investment in lower
          quality securities, the yields from such securities normally
          exceed those obtainable from higher quality securities.  In
          addition, the principal value of long term lower-rated securities
          generally will fluctuate more widely than higher quality
          securities.  Lower quality investments entail a higher risk of
          default--that is, the nonpayment of interest and principal by the
          issuer than higher quality investments.  The value of the
          portfolio securities of the Bond Funds will fluctuate based upon
          market conditions.  Although these Funds seek to reduce credit
          risk by investing in a diversified portfolio, such
          diversification does not eliminate all risk.  The Funds are also
          not intended to provide a vehicle for short-term trading
          purposes.

                        Special Risks of High Yield Investing

               Junk bonds are regarded as predominantly speculative with
          respect to the issuer's continuing ability to meet principal and
          interest payments.  Because investment in low and lower-medium
          quality bonds involves greater investment risk, to the extent the
          Funds invest in such bonds, achievement of their investment
          objectives will be more dependent on T. Rowe Price's credit
          analysis than would be the case if the Funds were investing in
          higher quality bonds.  High yield bonds may be more susceptible
          to real or perceived adverse economic conditions than investment
          grade bonds.  A projection of an economic downturn, or higher
          interest rates, for example, could cause a decline in high yield 















          PAGE 7
          bond prices because the advent of such events could lessen the
          ability of highly leverage issuers to make principal and interest
          payments on their debt securities.  In addition, the secondary
          trading market for high yield bonds may be less liquid than the
          market for higher grade bonds, which can adversely affect the
          ability of a Fund to dispose of its portfolio securities.  Bonds
          for which there is only a "thin" market can be more difficult to 
          value inasmuch as objective pricing data may be less available
          and judgment may play a greater role in the valuation process.

               Reference is also made to the sections entitled "Types of
          Securities" and "Portfolio Management Practices" for discussions
          of the risks associated with the investments and practices
          described therein.


                  RISK FACTORS ASSOCIATED WITH A NEW YORK PORTFOLIO

               The Funds' concentration in the debt obligations of one
          state carries a higher risk than a portfolio that is
          geographically diversified.  In addition to State general
          obligation bonds and notes and the debt of various state
          agencies, the fund will invest in local bond issues, lease
          obligations and revenue bonds, the credit quality and risk of
          which will vary according to each security's own structure and
          underlying economics.

               The  Funds'  ability to  maintain a  high level  of "triple-
          exempt" income  is primarily dependent  upon the  ability of  New
          York issuers  to continue to  meet debt service obligations  in a
          timely fashion.   In 1975  the State,  New York  City, and  other
          related issuers  experienced serious financial  difficulties that
          ultimately resulted  in  much lower  credit ratings  and loss  of
          access to the public  debt markets.  A  series of fiscal  reforms
          and an improved economic climate allowed these entities to return
          to financial stability  by the early 1980s.   Credit ratings were
          restored or  raised and access  to the public credit  markets was
          also restored.  During fiscal years 1990-1992, the State and City
          experienced renewed fiscal  pressures due to sharp  shortfalls in
          anticipated revenues.   During  fiscal years  1993 and 1994,  the
          financial  situation  of   both  the  State  and   the  City  has
          stabilized, with revenues coming in at or above budgeted amounts.

          New York State

               As of December 31, 1993, total State-related bonded debt was
          $33.38 billion,  of which  $5.27 billion  was general  obligation
          debt, $7.5  billion was  State moral obligation  debt, and  $20.6
          billion was  financed under  lease-purchase or other  contractual
          obligations.   In addition,  the State had  $294 million  in bond















          anticipation notes 

          PAGE 8
          outstanding.   For the  first time since  1952, the  State has no
          outstanding Tax  and Revenue Anticipation  Notes.  As of  June 1,
          1994,  the  State's general  obligation  bonds  were rated  A  by
          Moody's, A- by  Standard & Poor's and  A+ by Fitch.   All general
          obligation bonds must be approved by the voter prior to issuance.

               The  fiscal stability  of the  State is  also important  for
          numerous authorities which  have responsibilities for  financing,
          constructing,  and  operating  revenue-producing  public  benefit
          facilities.  As  of September 30, 1993 there  were 18 authorities
          that had aggregate debt outstanding, including refunding bonds, 
          of $63.5 billion.

               The  authorities  most  reliant  upon  annual  direct  State
          support  include the  Metropolitan  Transit Authority  (MTA), the
          Urban  Development  Authority  (UDC), and  the  New  York Housing
          Finance Agency  (HFA).   In February 1975,  the UDC  defaulted on
          approximately $1.0 billion of short-term notes.  The  default was
          ultimately cured by the creation of the Project Finance Authority
          (PFA), through which  the State provided  assistance to the  UDC,
          including support for debt service.   Since then, there have been
          no additional defaults by State authorities although  substantial
          annual  assistance  is  required  by  the  MTA  and  the  HFA  in
          particular.

               Subsequent to the  fiscal crisis  of the  mid-70's New  York
          State maintained balanced operations on a cash basis, although by
          1992 it had built up an accumulated  general fund deficit of over
          $6 billion on a "Generally Accepted Accounting Principles" (GAAP)
          basis.  This deficit consisted  mainly of overdue tax refunds and
          payments due localities.

               To  resolve its accumulated  general fund deficit  the State
          established the Local Government Assistance Corporation (LGAC) in
          1990.  To date,  a total of $4.0 billion in  LGAC bonds have been
          issued.   The  proceeds of  these bonds are  used to  provide the
          State's assistance  to localities and school  districts, enabling
          the State to reduce its accumulated general fund deficit to $2.55
          billion  by  the end  of  fiscal  year  1993.   State  short-term
          borrowing requirements, which peaked at a record  $5.9 billion in
          fiscal 1991, have been reduced to zero for fiscal year 1995.

               New York  State has a  large, diversified economy  which has
          witnessed  a  basic  shift away  from  manufacturing  toward more
          service  sector  employment.    Growth  in  personal  income  has
          exceeded national  averages each year  since 1981.  In  1992, per
          capita  income in  New York  State was  $23,842, 18.5%  above the
          national  average.   Like  most  northeastern  states,  New  York















          suffered a population loss during the 1970s.  However, during the
          1980s  that  trend  reversed  and  population actually  increased
          slightly, standing at 18,197,000 in 1993.  During  1990-1992, the
          State experienced a slowing of 

          PAGE 9
          economic   growth  evidenced  by   the  loss  of   425,000  jobs.
          Conditions improved slightly  in 1993 as  the state added  40,000
          jobs.  Such  economic trends are important as  they influence the
          growth  or contraction of State revenues available for operations
          and debt service.

          New York City

               The financial problems  of New York City  were acute between
          1975 and 1979, highlighted by  a default on the City's short-term
          obligations.    In  the  subsequent  decade,  the  City  made   a
          significant recovery.   The  most important  contribution to  the
          City's   fiscal  recovery  was  the  creation  of  the  Municipal
          Assistance Corporation for the City of New York (MAC).  Backed by
          sales, use, stock transfer, and other taxes, MAC issued bonds and
          used the proceeds to purchase City bonds and notes.  Although the
          MAC bonds met with reluctance  by investors at first, the program
          has proven  to be  very successful over  the past  fifteen years.
          Over the  past six years,  MAC returned substantial funds  to the
          City for general use as large surplus balances accumulated.

               Much progress has been made since the fiscal crisis of 1975.
          By 1981, the  City achieved a budget balanced  in accordance with
          Generally Accepted Accounting Principles (GAAP) and has continued
          to generate small surpluses on an operating  basis.  By 1983, the
          City eliminated its  accumulated General Fund  deficit and as  of
          the fiscal year ending  June 30, 1993,  had a total General  Fund
          balance of $88  million.  Although the City  continues to finance
          its seasonal cash flow needs through public borrowings, the total
          amount  of these  borrowings has  not exceeded  5% of  any year's
          revenues and all have been repaid by the end of the fiscal year.

               As of June  1, 1994 the City's general  obligation bonds are
          rated BAA by Moody's, A- by Standard & Poor's and A- by Fitch.
           
               While New  York City has  sustained a decade long  record of
          relative financial stability,  during the last four  fiscal years
          budgetary  pressures  have  been  evident.    Its  major  revenue
          sources, income and sales taxes,  were slowed and  a  downturn in
          the  real estate  market reduced  property tax  revenues.   Also,
          State aid cuts were significant, in the $400 to 500 million range
          in fiscal years  1992 and 1993.  Nonetheless,  the City concluded
          the 1993 fiscal  year with an operating surplus  of $409 million,
          which was  used to  prepay fiscal  year 1994 operating  expenses.
          The City's financial plan projects that revenues and expenditures















          for  the 1994  fiscal year  will be  balanced in  accordance with
          GAAP.    New   York  City  will   require  substantial  cuts   in
          expenditures  and  state  approval  of  several  hundred  million
          dollars  in new  revenue  sources  to  achieve  permanent  fiscal
          balance in future fiscal years.


          PAGE 10
          Long Island and LILCO

               The  Long  Island  Lighting Company  (LILCO)  is  the single
          largest  property taxpayer in  both Nassau and  Suffolk Counties.
          LILCO has experienced  substantial financial difficulty primarily
          arising from problems related to its completed but unlicensed 809
          megawatt  Shoreham Nuclear  Power  Facility  located  in  Suffolk
          County.   In 1987, the State Legislature created the  Long Island
          Power Authority  (LIPA).   In  February, 1989,  an agreement  was
          reached with the state of New  York to transfer ownership of  the
          Shoreham Plant  to LIPA  for one dollar  in exchange  for certain
          rate  benefits  to  LILCO.    The New  York  Power  Authority  is
          overseeing the decommissioning of Shoreham.

               LILCO has challenged various property tax assessments levied
          in  Suffolk  County  on  its  facilities  and  seeks  substantial
          refunds.  As a result of its Shoreham takeover, LIPA agreed to 
          make, in-lieu-of-tax  payments to  Suffolk County,  in an  amount
          equal to the  taxes or assessment  which would have been  paid by
          LILCO  in  the  year  during which  LIPA  acquired  the  Shoreham
          facility.  In each  succeeding year, payments decrease  10% until
          such time as  payments equal the taxes or  assessment which would
          have been paid  by LILCO based on a  nonoperative Shoreham plant.
          Various provisions of this agreement are under appeal.

               Sectors  

               Certain areas of potential investment concentration  present
          unique risks.  In 1993, $3.1 billion of tax-exempt debt issued in
          New York was  for public or non-profit hospitals.   A significant
          portion  of the  Fund's assets  may  be invested  in health  care
          issues.   Since  1983,  the  hospital  industry  has  been  under
          significant pressure  to reduce  expenses and  shorten length  of
          stay,  a phenomenon which  has negatively affected  the financial
          health  of many  hospitals.   While each  hospital bond  issue is
          separately  secured by the  individual hospital's revenues, third
          party  reimbursement sources  such as  the  federal Medicare  and
          state Medicaid  programs or  private insurers  are common  to all
          hospitals.    To  the  extent  these third  party  payors  reduce
          reimbursement levels,  the individual hospitals may be affected.

               The  Clinton  Administration  has developed  a  proposal for
          national  health care reform  which would dramatically  alter the















          health care delivery system in the United States. Currently there
          are numerous alternative proposals circulating in the legislative
          branch, with sponsors hoping to displace or materially change the
          President's proposal.  There is no way to predict whether any 
          reform package will be adopted or the ultimate impact of any such
          changes upon hospitals in New York and other states.



          PAGE 11
               The Funds may  from time to time invest  in electric revenue
          issues which  have exposure to  or participate  in nuclear  power
          plants which  could affect  the  issuers' financial  performance.
          Such risks  include delay  in construction  and operation due  to
          increased  regulation,  unexpected  outages  or  plan  shutdowns,
          increased   Nuclear   Regulatory   Commission   surveillance   or
          inadequate rate relief.

               The Funds  may invest  in private  activity bond  issues for
          corporate  and non-profit borrowers.   These issues  sold through
          various  governmental conduits, are backed solely by the revenues
          pledged   by   the   respective  borrowing   corporations.     No
          governmental support  is implied.   This  category accounted  for
          7.4% of the tax-exempt debt issued in New York during 1993.


                 RISK FACTORS ASSOCIATED WITH A CALIFORNIA PORTFOLIO

               The Funds' concentration in debt obligations of one state 
          carries a  higher risk than  a portfolio  that is  geographically
          diversified.  In addition to State general obligations and notes,
          the funds will invest in local bond issues, lease obligations and
          revenue bonds,  the credit  quality and risk  of which  will vary
          according   to  each  security's  own  structure  and  underlying
          economics.

               Debt.   The  State,  its  agencies  and  local  governmental
          entities issued $39.3  billion in  long term  municipal bonds  in
          1993.  Approximately 9.9% was general obligation debt,  backed by
          the taxing power  of the issuer, and 90.1% were revenue bonds and
          lease backed obligations,  issued for a wide variety of purposes,
          including transportation, housing, education and healthcare.

               As  of   April  22,  1994,  the  State   of  California  had
          approximately $18.1 billion outstanding general obligation  bonds
          secured by the  State's revenue and taxing power.   An additional
          $5.5  billion authorized  but unissued  state general  obligation
          debt remains  to be issued  to comply with voter  initiatives and
          legislative mandates.  Debt service on roughly 22% of the State's
          outstanding  debt is met from  revenue producing projects such as
          water,  harbor, and  housing facilities.    As part  of its  cash















          management program, the State  regularly issues short-term  notes
          to  meet  its  disbursement requirements  in  advance  of revenue
          collections.   During fiscal 1994, the  State issued $7.2 billion
          in short-term notes for this purpose.

               The State  also  supports  $4.9  billion  in  lease-purchase
          obligations attributable to the State Public Works  Board.  These
          obligations are  not backed by the  full faith and credit  of the
          State but  instead, are subject to annual appropriations from the
          State's General Fund.

          PAGE 12
               In  addition to the State obligations described above, bonds
          have been issued by special public authorities in California that
          are not obligations of the State.  These  include bonds issued by
          the  California Housing Finance  Agency, the Department  of Water
          Resources, the  Department of Veterans Affairs,  California State
          University and the California Transportation Commission.

               Economy.  California's economy  is the largest among  the 50
          states and one  of the largest in the world.  The 1993 population
          of 31.7 million represents 12.3% of the U.S. total.  From 1983 to
          1993 the  State's population  grew by 25.3%  compared with  a 10%
          growth rate for  the nation as a  whole.  The State's  per capita
          personal income in 1992 exceeded the U.S. average by 7%.

               Due  in  part   to  its  rapidly  growing   population,  the
          California economy  has proven to  be more cyclical than  that of
          the nation.   During the  recessionary period of the  early 1980s
          and  again in the  early 1990s, California's  unemployment levels
          averaged  above the national rate.  Federal defense spending cuts
          and military base closings have negatively affected the 
          California  economy  in recent  years.    The level  of  economic
          activity within  the  State is  important  as it  influences  the
          growth  or contraction  of State  and  local government  revenues
          available for operations and debt service.

               Recessionary influences  and the effects of  overbuilding in
          selected  areas have  resulted  in a  contraction in  real estate
          values in many regions of the  State during the last four  years.
          A decline in property values could  have a negative effect on the
          ability of certain local governments to meet their obligations.

               As  a state,  California is more  prone to  earthquakes than
          most other  states in  the country,  creating potential  economic
          losses from  damages. On  January 17,  1994, a  major earthquake,
          measuring  6.8  on  the Richter  scale,  hit  Southern California
          centered  in the  area  of  Northridge.   Total  damage has  been
          estimated at  $20  billion.   Significant  federal aid  has  been
          committed.  Given the failure  of a $2 billion general obligation
          bond funding  proposal on  June 7, 1994,  the state  is uncertain















          regarding the method  of funding for its share  of the earthquake
          repairs.

               Legislative.   Due to the Funds' concentration in California
          state and its municipal issuers, the Funds may be affected by 
          certain amendments  to  the  California  constitution  and  state
          statutes  which  limit  the  taxing  and  spending  authority  of
          California  governmental entities and may affect their ability to
          meet their debt service obligations.

               In 1978, California voters approved "Proposition 13"  adding
          Article  XIIIA,  an  amendment to  the  state  constitution which
          limits 

          PAGE 13
          ad valorem taxes on real property to 1% of "full cash  value" and
          restricts  the  ability  of  taxing  entities  to  increase  real
          property taxes.   The full cash value may be adjusted annually to
          reflect increases (not to exceed 2%) or decreases in the consumer
          price index or comparable local data, or declining property value
          caused by  damage, destruction or  other factors.   In subsequent
          action,   the   State   substantially  increased   General   Fund
          expenditures  to provide assistance  to its local  governments to
          offset the  losses in  revenues and  to maintain  essential local
          services.   Due  to  fiscal  pressures at  the  State level,  the
          Administration is in the process of phasing out this aid, forcing
          local governments to look for alternative revenue sources.  

               Another constitutional amendment, Article  XIIIB, was passed
          by voters  in 1979 prohibiting  the State from  spending revenues
          beyond  its  annually  adjusted   "appropriations  limit".    Any
          revenues  exceeding this limit must  be returned to the taxpayers
          as a revision  in the tax rate or fee schedule over the following
          two  years.   Such  a  refund, in  the  amount of  $1.1  billion,
          occurred in fiscal  year 1987.   Excluded from the  appropriation
          limit  are  certain  expenditures   including  debt  service   on
          indebtedness incurred or authorized prior to January 1, 1979 or 
          subsequently approved by voters.

               An  effect of the tax and spending limitations in California
          has  been a  broad scale  shift  by local  governments away  from
          general obligation debt that requires voter approval and pledging
          future  tax revenues,  towards lease  revenue  financing that  is
          subject  to  annual  appropriations and  does  not  require voter
          approval.  Lease backed debt is generally viewed as a less secure
          form  of borrowing  and therefore  entails  greater credit  risk.
          Local governments also  raise capital through  the use of  Mello-
          Roos,  1915  Act, and  Tax  Increment  Bonds,  all of  which  are
          generally  riskier than general  obligation debt as  they rely on
          tax  revenues to  be generated  by future  development  for their
          support.















               Proposition  98, enacted in 1988, changed the State's method
          of  funding  education  for grades  below  the  university level.
          Under this constitutional amendment, the schools are guaranteed a
          minimum share of  State General Fund revenues.   The major effect
          of Proposition 98 has been to restrict the State's flexibility to
          respond to fiscal stress.  

               Future  initiatives, if proposed and adopted or future court
          decisions could create renewed pressure on California governments
          and  their  ability  to  raise  revenues.    The  State  and  its
          underlying  localities  have displayed  flexibility,  however, in
          overcoming the negative effects of past initiatives.

               Financial.  California's finances have been under pressure 

          PAGE 14
          since 1990  as the effects  of recession took  their toll on  the
          State.   During fiscal years  1990 through 1994,  tax collections
          have fallen  below estimates  and expenditures  have risen  above
          budgeted levels.   From  1991 through 1993,  ending deficits were
          carried  over into  the  following  years.   Fiscal  1994 is  now
          expected  to end  with  a  negative general  fund  balance of  $2
          billion.

               In  addition to the  announced General  Fund deficit  at the
          fiscal year  end, the  State is also  expecting an  internal cash
          imbalance to  occur in the final months  of fiscal 1994.  Revenue
          anticipation warrants in the amount  of  $3.2 billion were issued
          in   February  1994  to   cover  the  State's   year-end  funding
          requirements.   In May of  1994, the California  Attorney General
          expressed  concerns about  potential imbalances  in the  proposed
          fiscal 1994  budget.  This  may exacerbate the state's  cash flow
          problems in the coming year.

               As a  result of the State's continued  fiscal imbalance, the
          rating services  have downgraded California's  general obligation
          bonds from  their prior  AAA levels.   As  of June  1, 1994,  the
          State's general obligation  bonds are rated Aa by  Moody's, A+ by
          Standard & Poor's and Aa by Fitch.

               The consequences  of the  State's  financial problems  reach
          beyond  its own  general  obligation bond  ratings.   Many  state
          agencies   and  local   governments  which   depend   upon  state
          appropriations  have realized significant  cutbacks in funding in
          recent years.   These entities  have been forced to  make program
          reductions or  to increase fees  or raise special taxes  to cover
          their debt service and lease obligations.

          Sectors

               Certain areas of potential investment concentration  present















          unique risks.  In 1993,  $3 billion of tax-exempt debt  issued in
          California was for public or non-profit hospitals.  A significant
          portion  of the  Funds' assets  may  be invested  in health  care
          issues.    Since  1983  the  hospital  industry  has  been  under
          significant pressure  to reduce  expenses and  shorten length  of
          stay,  a phenomenon which  has negatively affected  the financial
          health of many hospitals.  While each hospital bond issue is 
          separately secured by the individual hospital's revenues, third 
          party  reimbursement sources  such as  the  federal Medicare  and
          state  MediCal programs  or private  insurers are  common to  all
          hospitals.    To  the  extent  these third  party  payors  reduce
          reimbursement levels, the individual hospitals may be affected.

               The  Clinton  Administration has  developed  a  proposal for
          national  health care reform  which would dramatically  alter the
          health care delivery system inthe United States. Currently there 

          PAGE 15
          are numerous alternative proposals circulating in the legislative
          branch, with sponsors hoping to displace or materially change the
          President's proposal.   There  is no way  to predict  whether any
          reform package will be adopted or the ultimate impact of any such
          changes upon hospitals in California and other states.

               The Funds may  from time to time invest  in electric revenue
          issues  which have  exposure to or  participate in  nuclear power
          plants which  could affect  the  issuers' financial  performance.
          Such risks  include delay  in construction  and operation  due to
          increased  regulation,  unexpected  outages  or plant  shutdowns,
          increased   Nuclear   Regulatory   Commission   surveillance   or
          inadequate rate relief.

               The Funds  may invest  in private  activity bond  issues for
          corporate  and non-profit borrowers.   These issues  sold through
          various  governmental conduits, are backed solely by the revenues
          pledged by the respective borrower corporations.  No governmental
          support is implied.

            
                  RISK FACTORS ASSOCIATED WITH A MARYLAND PORTFOLIO

               Each Fund's  concentration in  the debt  obligations of  one
          state   carries  a  higher   risk  than   a  portfolio   that  is
          geographically diversified.  In addition to State of Maryland 
          general obligations and state agency issues, the fund will invest
          in local  bond issues, lease  obligations and revenue  bonds, the
          credit  quality and  risk of  which will  vary according  to each
          security's own structure and underlying economics.

               Debt.  The State of Maryland and its local governments issue
          three basic types  of debt, with varying degrees  of credit risk:















          general obligation bonds backed by  the unlimited taxing power of
          the issuer, revenue  bonds secured  by specific  pledged fees  or
          charges  for a related project, and tax-exempt lease obligations,
          secured by annual  appropriations by the issuer, usually  with no
          implied tax or specific revenue appropriations by the issuer.  In
          1993,  $6.6  billion  in  state  and local  debt  was  issued  in
          Maryland, with approximately  40% representing general obligation
          debt and 60% revenue bonds and lease backed debt, compared to 32%
          general obligation and 68% revenue backed bonds nationally.

               Total  combined debt  outstanding  of the  State,  Baltimore
          City,  and all  of  the counties,  towns,  and special  districts
          within  Maryland totaled $10.8 billion as of  June 30, 1992.  The
          State  of Maryland had $2.28  billion in general obligation bonds
          outstanding as of December 31, 1993 along with an additional $1.3
          billion in other tax-supported debt.  General  obligation debt of
          the State of Maryland is rated Aaa  by Moody's, AAA by Standard &
          Poor's and AAA 

          PAGE 16
          by Fitch.   There is no general  debt limit imposed by  the State
          Constitution  or public  general laws,  but State  debt on  a per
          capita basis or  as a percentage of property  values has declined
          over the last five  years.  The State  Constitution imposes a  15
          year maturity limit on State general obligation  bonds.  Although
          voters approved a constitutional amendment in 1982 permitting the
          State  to  borrow up  to  $100  million  in short-term  notes  in
          anticipation of taxes and revenues, the State has not made use of
          this authority.

               Many  agencies  and  other instrumentalities  of  the  State
          government are authorized to borrow money under legislation which
          expressly provides that the loan  obligations shall not be deemed
          to constitute a  debt or a pledge of the faith  and credit of the
          State.    The   Community  Development   Administration  of   the
          Department  of Housing  and Community  Development,  the Maryland
          Stadium Authority, the Board of Trustees of St. Mary's College of
          Maryland,  the  Maryland  Environmental  Service,  the  Board  of
          Regents of  the  University  of  Maryland System,  the  Board  of
          Regents  of Morgan  State University,  the  Maryland Food  Center
          Authority,   and   the    Maryland   Water   Quality    Financing
          Administration have  issued and  have outstanding  bonds of  this
          type.   The principal of  and interest on  bonds issued  by these
          bodies  are payable solely from various sources, principally fees
          generated from use of the facilities, enterprises financed by the
          bonds, or  other dedicated fees.   Total outstanding  revenue and
          enterprise debt of these State units, the Maryland Transportation
          Authority and the  Maryland Department of Transportation  at June
          30, 1993 was $4.88 billion.

               Economy.   The economy  of the  State of  Maryland generally















          demonstrates strong  performance relative to the nation; however,
          the  State  did witness  the   loss  of 120,000  jobs  during the
          recession of 1990  to 1992.  Employment levels  recovered in 1993
          with a  gain  of 52,000  jobs.   Unemployment was  6.5% in  1992,
          compared to a  national average of 7.4%.   The State's population
          in 1992 was 4.9 million,  with 82% concentrated in the Baltimore-
          Washington corridor.

               Financial.  To  a large  degree, the  risk of  the Funds  is
          dependent upon the financial strength of the State of Maryland 
          and its localities.   Over  the long  term, Maryland's  financial
          condition has been strong; however, in  fiscal 1992, the State 
          experienced unanticipated shortfalls  in revenues, as collections
          of major taxes fell during the  recession.  To address this loss,
          the  governor  enacted   a  series  of  mid-year   reductions  in
          expenditures, primarily cuts in local  aid.  The State  concluded
          fiscal  year 1992  with a  general fund  deficit of  $121 million
          (1.5% of general fund expenditures).

               Balancing the state budget  for fiscal year 1993  involved a
          variety of  additional taxes, including  a higher  income tax  on
          upper PAGE 17
          income households  and an  expanded sales  tax.  The  legislature
          also adopted  further cuts in  State aid to localities,  but this
          action was  offset by the  ability of localities to  increase the
          local "piggyback" tax from 50 percent to 60  percent of the State
          rate.   These  actions were  successful in restoring  the State's
          financial  condition  and  replenishing  reserves.     The  State
          concluded fiscal 1993 with a General Fund balance of $113 million
          (1.3% of General Fund expenditures).  During fiscal 1994 economic
          conditions  improved,  allowing  the state  to  meet  or slightly
          exceed its  revenue forecast  for major taxes.   The  fiscal 1995
          budget calls for a partial restoration of state aid to localities
          cut in  prior fiscal years and  the elimination of  the extra one
          percent income tax on upper income households.

               Many  local Maryland governments  also suffered  from fiscal
          stress and general  declines in financial performance  during the
          recession. Downturns in real estate related receipts, declines in
          the growth  of  income tax  revenues,  lower cash  positions  and
          reduced interest income have been the common problems.  State aid
          to local governments was also  reduced during that period.  Local
          governments  closed these gaps  by increasing property and  local
          income tax rates,  implementing program cuts, and  curtailing pay
          raises.    Certain  counties in  Maryland  are  subject  to voter
          approval  limitations  on  property  tax  levy  increases  or  on
          increases in governmental spending which limits their flexibility
          in responding to external changes.

               Initiatives  to reform  existing tax  structures  in certain
          counties were  placed on  the November  1992 election  ballot and















          were  adopted  in November  of  1992.    These counties  are  now
          assessing the impacts of these restrictions.  Future initiatives,
          if proposed  and adopted, could  create pressure on  the counties
          and  other local governments and their ability to raise revenues.
          The  Funds cannot  predict  the  impact of  any  such future  tax
          limitations on debt quality.

               Sectors.         Certain  areas   of   potential  investment
          concentration present unique risks.  In recent years, 6 to 12% of
          tax-exempt debt issued  in Maryland was for  public or non-profit
          hospitals.   A significant  portion of the  Funds' assets  may be
          invested  in  health  care  issues.    Since  1983, the  hospital
          industry has been  under significant pressure to  reduce expenses
          and shorten  length of  stay, a  phenomenon which has  negatively
          affected  the financial  health of  many hospitals.   While  each
          hospital  bond  issue  is separately  secured  by  the individual
          hospital's  revenues,  third party  reimbursement  mechanisms are
          common  to the  group.  At the  present  time Maryland  hospitals
          operate under a system which  reimburses hospitals according to a
          State  administered  set of  rates  and charges  rather  than the
          Federal  Diagnosis  Related  Group  (DRG)   system  for  Medicare
          payments.  Since 1983, Maryland hospitals, on 

          PAGE 18
          average  over  the  trailing three  year  period,  have increased
          hospital charges at  a level below the national  average in terms
          of Medicare cost  increases, allowing them to  continue operating
          under a  Medicare waiver.  Any loss of  this waiver in the future
          may have  an adverse impact  upon the credit quality  of Maryland
          hospitals.

               The  Clinton Administration  has  developed a  proposal  for
          national  health care reform  which would dramatically  alter the
          health care  delivery  system in  the United  States.   Currently
          there  are  numerous  alternative  proposals circulating  in  the
          legislative   branch,  with  sponsors  hoping  to  displace    or
          materially change the  President's proposal.  There is  no way to
          predict  whether  any  reform  package  will be  adopted  or  the
          ultimate impact  of any such  changes upon hospitals  in Maryland
          and other states.

               The Funds may  from time to time invest  in electric revenue
          issues  which have exposure  to or  participate in  nuclear power
          plants which  could  affect the  issuers' financial  performance.
          Such  risks include  delay in  construction and operation  due to
          increased  regulation,  unexpected  outages  or  plan  shutdowns,
          increased   Nuclear   Regulatory   Commission   surveillance   or
          inadequate rate relief.

               The Funds  may invest  in private  activity bond issues  for
          corporate  and non-profit borrowers.   These issues  sold through















          various  governmental conduits, are backed solely by the revenues
          pledged  by   the   respective  borrowing   corporations.      No
          governmental support  is implied.   This  category accounted  for
          less than  1%  of the tax-exempt debt  issued in Maryland  during
          1993.


                  RISK FACTORS ASSOCIATED WITH A VIRGINIA PORTFOLIO

               The  Fund's concentration  in the  debt  obligations of  one
          state  carries  a   higher  risk   than  a   portfolio  that   is
          geographically diversified.   In  addition to  State of  Virginia
          general obligations and state agency issues, the fund will invest
          in local bond  issues, lease obligations  and revenue bonds,  the
          credit  quality and  risk of  which will  vary according  to each
          security's own structure and underlying economics.

               Debt.   The  State  of Virginia  and  its local  governments
          issued  $6.9 billion municipal  bonds in 1993,  approximately 40%
          general obligation debt backed  by the unlimited taxing  power of
          the issuer and 60% revenue bonds secured by specific pledged fees
          or charges  for an  enterprise or project.   Included  within the
          revenue bond category  are tax-exempt lease obligations  that are
          subject to annual  appropriations of a governmental  body to meet
          debt  service, usually with  no implied  tax or  specific revenue
          pledge.  Debt  issued in 1993  was for a  wide variety of  public
          purposes,  including transportation,  housing, education,  health
          care, and industrial 

          PAGE 19
          development.

               As of June  30, 1993 the State of  Virginia had $816 million
          outstanding general  obligation  bonds  secured  by  the  State's
          revenue and taxing power, a  modest amount compared to many other
          states.  Under  state law, general obligation debt  is limited to
          1.15 times the  average of the preceding three  years' income tax
          and  sales  and use  tax  collections.   The  State's outstanding
          general  obligation debt is well below that limit and over 90% of
          the debt service  is actually met from revenue  producing capital
          projects  such  as universities  and  toll roads.    Debt service
          payments on all general obligation bonds represented 1.03% of the
          State's Governmental Funds expenditures in fiscal year 1993.

               The State also  supports $708 million in debt  issued by the
          Virginia Public Building Authority, the Virginia College Building
          Authority,  the  Virginia  Port  Authority,  and  the  Innovative
          Technology Authority.   These  bonds are not  backed by  the full
          faith and credit of the State but instead, are subject  to annual
          appropriations from the State's General Fund.
















               In  addition to the  State and public  authorities described
          above,  an  additional $6.1  billion  bonds have  been  issued by
          special public authorities  in Virginia that are  not obligations
          of  the State.   These bonds include debt  issued by the Virginia
          Education Loan  Authority, the Virginia Public  School Authority,
          the  Virginia  Resources  Authority,  and  the  Virginia  Housing
          Development Authority.

               Economy.    The  State  of  Virginia  has  a  population  of
          approximately 6.4 million,  making it the twelfth  largest state.
          Since  the 1930s  the  State's  population has  grown  at a  rate
          exceeding the national average.  Stable to strong economic growth
          during the 1980s was led by the northern Virginia area outside of
          Washington,  D.C.  where   approximately  25%   of  the   State's
          population is concentrated.   The next largest  metropolitan area
          is  the Norfolk-Virginia Beach-Newport News area, followed by the
          Richmond-Petersburg  area,  including  the   State's  capital  of
          Richmond.   The  State's economy  is broadly  based with  a large
          concentration  in  service  and governmental  jobs,  followed  by
          manufacturing.  Per capita income exceeds national averages while
          unemployment  figures have  consistently  tracked below  national
          averages.

               Financial.  To a  large degree, the risk of the portfolio is
          dependent on the financial strength  of the State of Virginia and
          its localities.   As of June 1, 1994, the  State was rated Aaa by
          Moody's, AAA by  Standard & Poor's and AAA by Fitch.  The State's
          budget is prepared on  a biennial basis.  From  1970 through 1992
          the State's General Fund showed a positive balance for all of its
          two 

          PAGE 20
          year budgetary periods.  The  national recession and its negative
          effects  on State personal  income tax collections  did, however,
          force  the State  to draw  down its  General Fund  balances  to a
          deficit of  $122 million  in 1992.   Mid-cycle spending  cuts and
          improved  economic conditions allowed  for positive operations in
          fiscal 1993, boosting the General Fund balance to the $78 million
          level (1.7% of revenues).  A balanced budget has been adopted for
          the 1994-1996 biennium which began on July 1, 1993.


                      A  significant   portion  of  the  Fund's  assets  is
          expected  to  be  invested  in  the  debt  obligations  of  local
          governments and public authorities  with investment grade ratings
          of  BBB or  higher.    While local  governments  in Virginia  are
          primarily  reliant  on  independent   revenue  sources,  such  as
          property  taxes, they are not immune  to budget shortfalls caused
          by cutbacks in State aid.   Likewise, certain enterprises such as
          toll roads  or hospitals may  be affected by changes  in economic
          activity.















               Sectors.      Certain    areas   of   potential   investment
          concentration present unique  risks.   In 1993,  $763 million  of
          tax-exempt  debt issued in Virginia was  for public or non-profit
          hospitals.   A significant  portion of the  Fund's assets  may be
          invested in health care issues.  Since 1983 the hospital industry
          has  been under  significant  pressure  to  reduce  expenses  and
          shorten  length  of  stay,  a  phenomenon  which  has  negatively
          affected the  financial health  of  many hospitals.   While  each
          hospital  bond  issue  is separately  secured  by  the individual
          hospital's revenues,  third party  reimbursement sources  such as
          the  federal  Medicare  and state  Medicaid  programs  or private
          insurers are common to all hospitals.  To the extent these payors
          reduce  reimbursement  levels, the  individual  hospitals may  be
          affected.

               The Clinton  Administration  has developed  a  proposal  for
          national  health care reform  which would dramatically  alter the
          health care delivery system in the United States. Currently there
          are numerous alternative proposals circulating in the legislative
          branch, with sponsors hoping to displace or materially change the
          President's proposal.   There  is no way  to predict  whether any
          reform package will be adopted or the ultimate impact of any such
          changes upon hospitals in Virginia and other states.

                        The Fund may from time  to time invest in  electric
          revenue issues  which have exposure to or  participate in nuclear
          power  plants   which  could   affect   the  issuers'   financial
          performance.   Such  risks  include  delay  in  construction  and
          operation  due  to  increased regulation,  unexpected  outages or
          plant   shutdowns,   increased  Nuclear   Regulatory   Commission
          surveillance or inadequate rate relief.


          PAGE 21
                        The Fund may invest in private activity bond issues
          for  corporate and  non-profit  borrowers.    These  issues  sold
          through various governmental  conduits, are backed solely  by the
          revenues  pledged by the  respective borrowing corporations.   No
          governmental support is implied.  

                 RISK FACTORS ASSOCIATED WITH A NEW JERSEY PORTFOLIO

               The  Fund's concentration  in the  debt  obligations of  one
          state   carries  a   higher  risk  than   a  portfolio   that  is
          geographically diversified.  In  addition to State of New  Jersey
          general obligation bonds, notes and state agency issues, the fund
          will invest in local  bond issues, lease obligations  and revenue
          bonds, the credit  quality and risk of which  will vary according
          to each security's own structure and underlying economics.

               Debt.   The State  of New Jersey  and its  local governments















          issued $6.4  billion of municipal bonds in 1993.  Of this amount,
          approximately  33%  was  general obligation  debt  backed  by the
          unlimited taxing power  of the issuer and 67%  were revenue bonds
          secured by specific pledged fees  or charges for an enterprise or
          project.  Included  within the revenue bond sector are tax-exempt
          lease obligations that are subject  to annual appropriations of a
          governmental  body, usually  with  no  implied  tax  or  specific
          revenue pledge.   Debt issued  in 1993  was for a  wide array  of
          public purposes, including water and sewer projects, health care,
          housing, education, transportation, and pollution control.

               The  State  of  New Jersey  has  approximately  $3.6 billion
          outstanding general  obligation  bonds  secured  by  the  State's
          revenue  and taxing  power.   As  of June  1,  1994, its  general
          obligation bonds  were rated  Aa1 by Moody's,  AA+ by  Standard &
          Poor's and AA+ by Fitch.  In addition to the State's direct debt,
          it is obligated for certain  lease backed debt issued through the
          Mercer  County Improvement  Authority,  the New  Jersey  Economic
          Development  Authority and  the  New  Jersey Building  Authority.
          Under   state  law,  the  obligations  of  certain  local  school
          districts and  county college  districts have  been supported  by
          State appropriations.   The State has also entered  into a "moral
          obligation" (as  opposed to a  legal commitment) to make  up debt
          service  shortfalls for  the  New  Jersey  Housing  and  Mortgage
          Finance Agency  as  well as  the South  Jersey Port  Corporation.
          While no  assistance has  ever been required  for the  New Jersey
          Housing and Mortgage Finance Agency, from time to time, the State
          has supported the operations and debt service of the South Jersey
          Port Corporation.  The related obligations of the State described
          in this paragraph total an additional $1.7 billion.

               A number  of other state-created  agencies issue  tax-exempt
          revenue bonds that are not a debt or liability of the State.  The

          PAGE 22
          largest  such entities include the New Jersey Turnpike Authority,
          the  New  Jersey  Educational Facilities  Authority  and  the New
          Jersey Health  Care Facilities Financing Authority.   Altogether,
          sixteen agencies  have approximately $10  billion in  outstanding
          debt.

               A  significant portion of the portfolio's assets is expected
          to be invested  in the debt obligations of  local governments and
          public  authorities with  investment  grade  ratings  of  BBB  or
          higher.   While local  governments in  New  Jersey are  primarily
          reliant on independent  revenue sources, such as  property taxes,
          they  are  not immune  to  budget shortfalls  caused  by economic
          downturns   or  cutbacks  in   State  aid.     Likewise,  certain
          enterprises such  as toll roads  or hospitals may be  affected by
          changes in economic activity.   Under the New Jersey Local Budget
          Law,  the  State   oversees  the  budget  preparation   of  local















          governments and has  certain powers to enforce  balanced budgets,
          limit short term borrowing and regulate overall debt limits.

               Economy.  New  Jersey is the ninth largest  and most densely
          populated state  with 7.8  million residents,  and an average  of
          1,040 persons per square mile.   The economic base is diversified
          among  manufacturing,  construction, services,  and  agricultural
          uses.  The  average per capita income of $26,969  ranks the State
          as the second  highest in the United States.  Over the long term,
          the  State's   economy  has   been  a   strong  performer,   with
          unemployment  levels generally below national averages.  In 1992,
          however,  New  Jersey's  unemployment  rose  above  the  national
          average  to a rate  of 8.4% versus  7.4% for the  nation.  During
          1993, employment losses continued as the State lagged the U.S. in
          recovery from the  recession. The State anticipates  a turnaround
          in 1994 and 1995 with modest gains in employment.

               Financial.  To a large degree, the risk of the portfolio is 
          dependent on  the financial strength  of the State of  New Jersey
          and   its   localities.     Characteristically   the  State   has
          demonstrated     solid  financial  performance,   but  operations
          suffered  as  the  State's economy  stagnated  during  the recent
          recession.   In  fiscal 1990  and 1991  New Jersey  utilized non-
          recurring revenues and expenditure  deferrals to achieve balance,
          ending with minimal  reserves.  In fiscal 1992,  the general fund
          cushion  improved  to a  5%  level,  largely  due to  a  one-time
          transfer  from  the  pension  fund  and  a  large  tax  increase.
          Improved revenue collections in fiscal  1993 allowed the State to
          close  out the  fiscal year  with higher  reserves.   The State's
          General Fund balance at year end  1993 was $1.9 billion (a strong
          11.4% of revenues.)   The fiscal 1994 budget,  however, relied on
          nearly  $1 billion in  non-recurring revenue to  achieve balance.
          Additional budgetary pressures  are expected for fiscal  1995 and
          beyond, as  the  new Governor  seeks  to implement  her  campaign
          promise to reduce state  income taxes by 30 percent over the next
          three years. The income tax rollbacks, if fully 

          PAGE 23
          implemented, would reduce state revenues by $1.5 billion.
                   
               Sectors.      Certain   areas    of   potential   investment
          concentration present unique  risks.  In 1993,  10% of tax-exempt
          debt issued in New Jersey was for public or non-profit hospitals.
          A significant  portion of  the Fund's assets  may be  invested in
          health care issues.   Since 1983, the hospital  industry has been
          under  significant pressure to reduce expenses and shorten length
          of stay, a phenomenon which has negatively affected the financial
          health  of many  hospitals.   While each  hospital bond  issue is
          separately secured by  the individual hospital's revenues,  third
          party  reimbursement sources  such as  the  federal Medicare  and
          state Medicaid  programs or  private insurers  are common  to all















          hospitals.    To  the extent  these  payors  reduce reimbursement
          levels, the individual hospitals may be affected.

               On  January 1,  1993, the  State  of New  Jersey implemented
          legislation  that   deregulated  hospital  reimbursements.   This
          replaced  a highly regulated reimbursement system which  governed
          hospital charges and  provided subsidies  for uncompensated  care
          from a statewide pool.  Under the new system, hospitals negotiate
          their rates  directly with private payors.  This deregulation has
          forced  the  State's hospitals  to  adjust  to competition  in  a
          market-driven environment.  Each hospital's ability to adapt will
          be critical to its ongoing financial success.

               The  Clinton  Administration has  developed  a  proposal for
          national  health care reform  which would dramatically  alter the
          health care  delivery  system in  the United  States.   Currently
          there  are  numerous  alternative proposals  circulating  in  the
          legislative  branch,   with  sponsors  hoping   to  displace   or
          materially change the  President's proposal.  There is  no way to
          predict  whether  any  reform  package  will be  adopted  or  the
          ultimate impact of any such  changes upon hospitals in New Jersey
          and other states.

               The Fund  may from time  to time invest in  electric revenue
          issues  which have exposure  to or  participate in  nuclear power
          plants  which could  affect the  issuers' financial  performance.
          Such  risks include  delay in  construction and operation  due to
          increased  regulation,  unexpected  outages or  plant  shutdowns,
          increased   Nuclear   Regulatory   Commission   surveillance   or
          inadequate rate relief.

               The  Fund may  invest in  private activity  bond  issues for
          corporate  and non-profit borrowers.   These issues  sold through
          governmental  conduits,   such  as   the   New  Jersey   Economic
          Development  Authority  and  various  local issuers,  are  backed
          solely  by the  revenues  pledged  by  the  respective  borrowing
          corporations.  No governmental support is implied.  This category
          accounted  for 2%  of the  tax-exempt debt  issued in  New Jersey
          during 1993.  In the past, PAGE 24
          a number of New Jersey Economic Development Authority issues have
          defaulted as a result of borrower financial difficulties.

                   RISK FACTORS ASSOCIATED WITH A GEORGIA PORTFOLIO

               The  Fund's concentration  in the  debt  obligations of  one
          state  carries   a  higher   risk  than   a  portfolio   that  is
          geographically diversified.    In  addition to  State of  Georgia
          general obligations and state agency issues, the fund will invest
          in  local bond issues,  lease obligations and  revenue bonds, the
          credit  quality and  risk of  which will  vary according  to each
          security's own structure and underlying economics.















             
               Debt.  The State of Georgia and its local governments issued
          $7.5  billion in municipal bonds in  1993, with approximately 34%
          general obligation debt  backed by the unlimited taxing  power of
          the issuer and 66% revenue bonds secured by specific pledged fees
          or  charges for  an enterprise  or project.   This level  of debt
          issuance is  well above the  trend of recent years,  reflecting a
          high volume of debt refunding due to lower interest rates.  As of
          June 1, 1994, the State was rated Aaa by Moody's, AA+ by Standard
          & Poor's and AAA by Fitch.

               As of  January 31, 1994, the State of Georgia had net direct
          obligations of  $4 billion.   Since 1973,  when a  Constitutional
          Amendment authorizing the  issuance of  state general  obligation
          (GO)  bonds was  implemented, the  State has  funded most  of its
          capital needs  through the  issuance of  general obligation  (GO)
          bonds.   Previously, capital requirements were funded through the
          issuance of  bonds by  ten separate  authorities  and secured  by
          lease rental  agreements and  annual state  appropriations.   The
          State Constitution permits the State to issue bonds for two types
          of  public  purposes:   (1)  general  obligation  debt   and  (2)
          guaranteed revenue debt.   The Constitution imposes  certain debt
          limits and  controls.  GO debt service cannot exceed 10% of total
          revenue receipts  less refunds of  the state treasury.   GO bonds
          have a maximum maturity of 25  years.  Currently, maximum GO debt
          service  requirements  are well  below  the legal  limit  and are
          estimated at  5.4% of Fiscal  Year 1994 treasury receipts.   Debt
          service  payments on all  general obligation bonds  accounted for
          4.83% of budget allotments for fiscal year 1993.  Debt levels are
          expected to increase  in fiscal 1995 due to  the planned issuance
          of a record amount of G.O. bonds.

               In addition to the general  obligation and lease backed debt
          described  above,  an  additional $257  million  bonds  have been
          issued by  the Georgia World Congress Authority  and $850 million
          bonds have been  issued and are outstanding by  the Georgia State
          Housing  Authority, none of which represent direct obligations of
          the State.

                      Economy.  The State of Georgia has a population of 

          PAGE 25
          approximately  6.5 million,  making it  the  13th largest  state.
          Since  the 1960s,  the State's  population  has grown  at a  rate
          exceeding the national average,  with the growth rate during  the
          1980s nearly twice that  of the entire country. Stable  to strong
          economic  growth  during  the  1980s  was   led  by  the  Atlanta
          metropolitan statistical  area, where  approximately  44% of  the
          State's  population is located.   This area  includes the capital
          city of Atlanta,  and 18 surrounding counties.   The next largest
          metropolitan area is  the Columbus-Muscogee area followed  by the















          Macon area.

               The State's economy is well diversified.  The  current labor
          force  of 3.2 million is largely concentrated in wholesale/retail
          trade  and   service  jobs,   followed  by   lesser  amounts   in
          manufacturing   and   government.      Employment   gains    have
          substantially  exceeded the region  and the U.S.  since 1980. The
          State's economy should continue to grow, boosted by the  upcoming
          Summer Olympics  and the continued demand for consumer durables. 
          Georgia's per  capita income  has steadily  improved against  the
          national average since the 1960s and currently is 91% of the U.S,
          ranking it 29th among the states.

               Financial.   To a  large degree, the creditworthiness of the
          portfolio is dependent on the  financial strength of the State of
          Georgia and its localities.  During the 1980s, the State's strong
          economic performance translated into solid financial performance 
          and the accumulation of substantial governmental fund balances.
          These peaked  at $2.4  billion in  fiscal 1988,  equal to  24% of
          expenditures.  During fiscal 1989 to  1991, the State's financial
          condition  was  affected  by three  years  of  revenue shortfalls
          brought  on by  recession.   During  these periods,  the Governor
          called  special legislative sessions  to enact  sizeable spending
          cuts to achieve budget balance.   Economic conditions improved in
          1992, allowing the State to restore its financial cushion to $2.1
          billion or 15% of expenditures.  Results for fiscal 1993 showed a
          combination of this positive trend.

               A  significant portion of the portfolio's assets is expected
          to be invested  in the debt obligations of  local governments and
          public  authorities with  investment  grade  ratings  of  BBB  or
          higher.  While local governments in Georgia are primarily reliant
          on independent revenue sources, such  as property taxes, they are
          not immune to budget shortfalls  caused by cutbacks in State aid.
          The Fund may purchase obligations issued by public authorities in
          Georgia which are  not backed by the full faith and credit of the
          State and may or may not be subject to annual appropriations from
          the State's General Fund.  Likewise,  certain enterprises such as
          water and sewer  systems or hospitals may be  affected by changes
          in economic activity.
                      
               Sectors.      Certain   areas   of   potential    investment
          concentration  present unique risks.   In  1993, $863  million of
          tax-exempt debt 

          PAGE 26
          issued  in Georgia  was for  public or  non-profit hospitals.   A
          significant  portion of  the  Fund's assets  may  be invested  in
          health care issues.   Since 1983, the hospital  industry has been
          under  significant pressure to reduce expenses and shorten length
          of stay, a phenomenon which has negatively affected the financial















          health  of many  hospitals.   While each  hospital bond  issue is
          separately  secured by the  individual hospital's revenues, third
          party  reimbursement sources  such as  the  federal Medicare  and
          state Medicaid  programs or  private insurers are  common to  all
          hospitals.    To  the extent  these  payors  reduce reimbursement
          levels, the individual hospitals may be affected.

               The  Clinton  Administration  has developed  a  proposal for
          national  health care reform  which would dramatically  alter the
          health  care delivery  system in  the United  States.   Currently
          there  are  numerous  alternative  proposals  circulating  in the
          legislative  branch,   with  sponsors   hoping  to   displace  or
          materially change the  President's proposal.  There is  no way to
          predict  whether  any reform  package  will  be  adopted  or  the
          ultimate impact of any such changes upon hospitals in Georgia and
          other states.

              The Fund  may from  time to time  invest in  electric revenue
          issues which  have exposure  to or  participate in  nuclear power
          plants which  could affect  the  issuers' financial  performance.
          Such risks  include delay in  construction and  operation due  to
          increased  regulation,  unexpected  outages or  plant  shutdowns,
          increased   Nuclear   Regulatory   Commission   surveillance   or
          inadequate rate relief.

               The Fund  may invest  in  private activity  bond issues  for
          corporate  and non-profit borrowers.   These issues  sold through
          various  governmental conduits, are backed solely by the revenues
          pledged   by   the   respective  borrowing   corporations.     No
          governmental support  is implied.   This  category accounted  for
          4.3% of the tax-exempt debt issued in Georgia during 1993.


                   RISK FACTORS ASSOCIATED WITH A FLORIDA PORTFOLIO

               The Fund's program  of investing primarily in  insured, AAA-
          rated Florida  municipal  bonds should  significantly lessen  the
          credit  risks  which  would be  associated  with  a portfolio  of
          uninsured Florida bonds.  Nevertheless, to a certain  degree, the
          Fund's concentration in securities issued by the State of Florida
          and its political  subdivisions involves greater risk than a fund
          broadly   invested  in  insured  bonds  across  many  states  and
          municipalities.  The credit quality  of the Fund will depend upon
          the  continued  financial  strength  of  the insurance  companies
          insuring the bonds  purchased by the Fund as well as the State of
          Florida and the numerous public bodies, municipalities and other 

          PAGE 27
          issuers of debt securities in Florida.

               Debt.  The State of  Florida and its local governments issue















          three basic types  of debt, with varying degrees  of credit risk:
          general obligation bonds backed by the  unlimited taxing power of
          the issuer,  revenue bonds secured  by specific pledged  funds or
          charges  for a related project, and tax-exempt lease obligations,
          supported  by annual appropriations from the issuer, usually with
          no implied  tax or specific  revenue pledge.  During  1993, $17.9
          billion  in state  and local  debt  was issued  in Florida,  with
          approximately 17%  representing general  obligation debt and  83%
          representing  revenue bonds and  lease-backed obligations.   Debt
          issued  in  1993 was  for  a  wide  variety of  public  purposes,
          including  transportation,  housing, education,  health  care and
          industrial development.

               As of June  30, 1993, the State of Florida  had $5.6 billion
          outstanding  general obligation bonds secured by the State's full
          faith and credit  and taxing power.  General  bonded debt service
          accounted  for a  modest 2% of  all governmental  expenditures in
          fiscal year 1993.  An additional $2.8 billion in bonds, issued by
          the State  and secured by  limited state tax and  revenue sources
          was outstanding as of June 30, 1993.   General obligation debt of
          the State  of Florida is  rated Aa by  Moody's, AA by  Standard &
          Poor's and  AA by Fitch as of June 1,  1994.  State debt may only
          be  used  to   fund  capital  outlay  projects;  Florida  is  not
          authorized to issue obligations to fund operations.

               Several agencies  of the State are also  authorized to issue
          debt which  does not  represent a pledge  of the  state's credit.
          The  Florida Housing  Finance  Authority  and  Florida  Board  of
          Regents are the  largest issuers of this type.  The principal and
          interest on bonds issued by  these bodies are payable solely from
          specified  sources such  as  mortgage  repayments and  university
          tuition and fees. 

               Economy.    The  State  of  Florida  has   a  population  of
          approximately 13.2 million,  making it the fourth  largest state.
          Due to a large  immigration of residents, the State's  population
          has  grown at  a rate  exceeding  the national  average for  four
          decades.    Florida's  economy  is  broadly based  with  a  large
          concentration in the  service and trade sectors.   Tourism is one
          of  Florida's most important  industries.  The  recent publicized
          attacks on tourists in southern Florida may affect the growth of 
          visitor traffic in 1994.

               During  most  of  the 1980's,  as  Florida's  population and
          employment base  grew, its job growth rate was double that of the
          nation.    However,  beginning  in 1988,  job  grown  slowed  and
          unemployment rates began trending above national levels.  During 

          PAGE 28
          1992, Florida's unemployment  rate was 8.2%  versus 7.4% for  the
          U.S.  In  1993, Florida's unemployment rate has  fallen back into















          line  with   the  national  average.     Further  drops   in  the
          unemployment  rate  are  expected  in  1994,  as  the  State  has
          experienced  sharp   job  growth  related  to   rebuilding  after
          Hurricane Andrew.  State per capita income is 98% of the national
          average, well above norms for the Southeast.

               Legislative.  The State of  Florida does not have a personal
          income tax.   A  constitutional  amendment would  be required  in
          order to implement such a  tax.  Although the probability appears
          very  low,  the Fund  cannot  rule  out  the possibility  that  a
          personal  income tax  may  be  implemented at  some  time in  the
          future.  If such a tax were  to be imposed, there is no assurance
          that  interest earned on  Florida Municipal Obligations  would be
          exempt from this tax.  

               Under current Florida law, shares of the Fund will be exempt
          from the  State's intangible personal property tax  to the extent
          that on  the annual  assessment date (January  1) its  assets are
          solely  invested  in  Florida   Municipal  Obligations  and  U.S.
          government securities,  certain short-term  cash investments,  or
          other exempt  securities.   There can be  no assurance  that this
          exemption for Florida  securities will be maintained.   Also, the
          constitutionality of the  intangibles tax has been  challenged in
          court.  If the constitutionality of the tax were struck down, the
          tax-favored  status of  Florida  bonds versus  other  investments
          would be eliminated.

               The  Florida  Constitution  limits  the   total  ad  valorem
          property tax that may be  levied by each county, municipality and
          school district to ten mills (1.0%  of value).  The limit applies
          only  to taxes levied  for operating purposes  and excludes taxes
          levied for  the payment of  bonds.  This restricts  the operating
          flexibility of local governments in the State and may result from
          time to time in budget deficits for some local units. 

               Financial.   The Florida  Constitution and Statutes  mandate
          that the State budget as  a whole, and each separate fund  within
          the State budget,  be kept  in balance  from currently  available
          revenues each State fiscal year (July 1 - June 30.)  The Governor
          and  Comptroller are  responsible  for  insuring that  sufficient
          revenues are collected to meet appropriations and that no deficit
          occurs in any State fund.   

               The  State's revenue structure is narrowly based, relying on
          the sales and use tax for 69% of its general revenues.  This 
          structure, combined with  the effects of the  recession and heavy
          spending  demands, created budget shortfalls in fiscal years 1991
          and 1992.  Through mid-year spending adjustments and a draw upon 

          PAGE 29
          its reserves,  the State was  able to achieve budget  balance for















          both fiscal years.   The State's finances  received a substantial
          boost in fiscal  1993 as a result of  increased economic activity
          associated with rebuilding efforts  after Hurricane Andrew, which
          hit south Florida  on August 24, 1992.   At the end  of 1993, the
          State had  reserves of $969  million in the General  Revenue Fund
          (7.8% of revenues), reflecting an  increase of 82% over the prior
          year.  Much  of the increment has  been transferred to  a special
          Hurricane  Trust Fund  for  use  in  state and  local  rebuilding
          projects.  The  increased economic activity and  resulting higher
          state tax revenues  from the hurricane rebuilding  is expected to
          be sustained through 1995.

               Many local  Florida governments  are  suffering from  fiscal
          stress.  The  lagging reimbursement of hurricane repair costs and
          the loss  of property  tax revenues  associated with  the storm's
          damage has resulted  in financial strain for  certain localities.
          Also, the  recession has caused downturns in  real estate related
          receipts,  declines  in  the growth  of  local  option  sales tax
          receipts  and  reduced  interest  income.    Remedies  are  being
          instituted to close  these gaps and provide  additional revenues.
          Tax rates  have been  increased, programs have  been cut  and pay
          raises have been curtailed to assist in controlling expenses.

               Sectors. Certain areas of potential investment concentration
          present unique risks.  In recent years, 10-15% of tax-exempt debt
          issued  in Florida  was for  public or  non-profit hospitals.   A
          significant  portion of  the  Fund's assets  may  be invested  in
          health care issues.

               Since 1983, the hospital industry has been under significant
          pressure to  reduce  expenses  and  shorten  length  of  stay,  a
          phenomenon  which has negatively affected the financial health of
          many hospitals.   While  each hospital  bond issue  is separately
          secured  by  the  individual  hospital's  revenues,  third  party
          reimbursement  sources such  as the  federal  Medicare and  state
          Medicaid  programs  or   private  insurers  are  common   to  all
          hospitals.   To  the extent  these   payors reduce  reimbursement
          levels, the  individual hospitals  may be affected.   Due  to the
          high proportion of  elderly residents, Florida hospitals  tend to
          be highly dependent  on Medicare.  In addition  to the regulation
          imposed  by Medicare,  the State  also regulates  healthcare.   A
          State board  must approve the  budgets of all  Florida hospitals;
          certificates of  need are  required for  all significant  capital
          expenditures.   The primary management objective is cost control.
          The inability  of some hospitals to achieve adequate cost control
          while operating in a competitive  environment has led to a number
          of hospital bond defaults.

               The  Clinton  Administration has  developed  a  proposal for
          national health care reform which would dramatically alter the 
















          PAGE 30
          health  care  delivery system  in the  United States.   Currently
          there  are  numerous  alternative proposals  circulating  in  the
          legislative  branch,   with  sponsors  hoping   to  displace   or
          materially change the  President's proposal.  There is  no way to
          predict  whether  any  reform  package will  be  adopted  or  the
          ultimate impact of any such changes upon hospitals in Florida and
          other states.

               The Fund  may from time  to time invest in  electric revenue
          issues which have  exposure to  or participate  in nuclear  power
          plants  which could  affect the  issuers' financial  performance.
          Such risks  include delay  in construction and  operation due  to
          increased  regulation,  unexpected  outages  or plant  shutdowns,
          increased   Nuclear   Regulatory   Commission   surveillance   or
          inadequate rate relief.

               The Fund  may invest  in private  activity  bond issues  for
          corporate and non-profit  borrowers.  These issues,  sold through
          various  governmental conduits, are backed solely by the revenues
          pledged  by the respective borrowing corporations.  No government
          support is implied.   This category accounted for  only 1% of the
          tax-exempt debt issued in Florida during 1993.

          All Funds

          Puerto Rico

               From time  to time  the Funds invest  in obligations  of the
          Commonwealth of Puerto Rico and its public corporations which are
          exempt from federal, state  and city or local income taxes.   The
          majority of the Commonwealth's debt is issued by ten of the major
          public agencies  that are  responsible for  many of  the islands'
          public   functions,   such   as  water,   wastewater,   highways,
          telecommunications, education, and  public construction.   As  of
          December 31,  1993, public sector debt issued by the Commonwealth
          and its public corporations totaled $15.17 billion.

               Since  the  1980s,  Puerto  Rico's  economy  and   financial
          operations  have paralleled  the economic  cycles  of the  United
          States.   The island's  economy,  particularly the  manufacturing
          sector, has experienced substantial gains in employment.  Much of
          these  economic gains  are  attributable  in  part  to  favorable
          treatment under Section 936 of the Federal Internal Revenue  Code
          for United  States corporations  doing business  in Puerto  Rico.
          Unemployment, while reaching its lowest level in ten years, still
          remains high at around 16 percent.

               Debt ratios for the Commonwealth are high as it assumes much
          of  the   responsibility  for  local  infrastructure.    Sizeable
          infrastructure  improvements are ongoing  to upgrade the island's















          water, sewer, and road systems.  The Commonwealth's general 

          PAGE 31
          obligation debt is secured by a first lien on all available 
          revenues. The Commonwealth  has maintained a fiscal  policy which
          seeks to correlate the growth in public sector debt to the growth
          of the  economic base  available to service  that debt.   Between
          fiscal  years 1989  and  1993,  debt  increased 22%  while  gross
          product rose 25%.  Short term debt remains  a modest 7% of  total
          debt outstanding  as of June  30, 1993.  The  maximum annual debt
          service  requirement  on  Commonwealth  general  obligation  debt
          totalled 9.6% of governmental revenues  for fiscal 1992.  This is
          well below  the 15% limit  imposed by the Constitution  of Puerto
          Rico.

               After recording 3 years of positive operating results in the
          1989 to 1991 period, the Commonwealth's General Fund moved into a
          deficit position, with a $62 million cash deficit for fiscal 1992
          and a  $140 million  deficit for  fiscal 1993.   The  fiscal 1994
          budget was  balanced with  an increase in  the "tollgate"  tax on
          Section 936 companies  and improved revenue collections,  but the
          General Fund  is projected  to record an  ending cash  deficit of
          $118 million (2.8% of Commonwealth Revenues).

               The Commonwealth's economy remains vulnerable to changes  in
          oil prices, American trade, foreign policy, and levels of federal
          assistance.  Per capita income levels, while being the highest in
          the Caribbean,  lag far  behind the United  States.   In November
          1993,  the voters  of Puerto  Rico  were asked  in a  non-binding
          referendum  to  consider  the  options  of  statehood,  continued
          Commonwealth  status, or  independence.    48.4%  of  the  voters
          favored  continuation  of  Commonwealth  status,  46.2%  were for
          statehood, and 4.4%  were for independence.   The status question
          appears to  be settled  for the  time being.   Any conversion  to
          statehood or  independence in  the  future would  likely have  an
          adverse effect on the continuation of the Section 936 federal tax
          credit program,  which has  been the  principal stimulus  for the
          growth in Puerto Rico's manufacturing base.

               Two events occurred in 1993 which are likely to have a long-
          term impact  on Puerto  Rico's economy  and government  finances.
          First, federal tax  legislation was passed which  revised the tax
          benefits received by  U.S. corporations (Section 936  firms) that
          operate manufacturing facilities in Puerto Rico.  The legislation
          provides these firms with two options:  a 5 year phased reduction
          of the income based tax credit to 40% of the previously allowable
          credit or the conversion to a wage based standard, allowing a tax
          credit for  the  first  60%  of qualified  compensation  paid  to
          employees  as defined  in  the  IRS  Code.   At  present,  it  is
          difficult to forecast what the short and long term effects of the
          new  limitations to  the  Section  936 credit  will  have on  the















          economy  of  Puerto  Rico.     Preliminary  econometric   studies
          conducted  by  the  Commonwealth  and  private sector  economists
          project onlya slight reductionin average annual realgrowth rates.

          PAGE 32
               Second, the  U. S. Congress  passed the North  American Free
          Trade  Agreement (NAFTA)  in 1993.    This agreement  may have  a
          negative impact on the textile  industry on the island.  However,
          the opening up  of trade with Mexico  and Canada is likely  to be
          positive for  the pharmaceutical and High  Technology industries.
          No estimates have been developed for  the employment impacts from
          NAFTA.


                                 INVESTMENT PROGRAMS

          (Throughout the discussion on Investments, the term "the Fund" is
          intended to refer  to each of the Funds eligible to invest in the
          security or engage in the practice being described.)

                                 Municipal Securities


          All Funds

                      Subject  to  the  investment  objective  and  program
          described   in  the  prospectus  and  the  additional  investment
          restrictions   described   in   this  Statement   of   Additional
          Information, each Fund's portfolio may consist of any combination
          of  the various types of municipal  securities described below or
          others that may be  developed.  The amount of each  Fund's assets
          invested  in any  particular type  of municipal  security  can be
          expected to vary.

                      The  term  "municipal securities"  means  obligations
          issued by or on behalf of states, territories, and possessions of
          the  United  States  and  the  District  of  Columbia  and  their
          political subdivisions, agencies  and instrumentalities, as  well
          as certain other persons and entities, the interest from which is
          exempt  from federal, state, and/or city or local, if applicable,
          income tax.  In determining  the tax-exempt status of a municipal
          security,  the Funds  rely on  the opinion  of the  issuer's bond
          counsel at the time of the issuance of the security.  However, it
          is possible  this opinion could  be overturned, and as  a result,
          the interest received by the Funds from such a security might not
          be exempt from federal, state, and/or city or local income tax.

             Municipal  securities  are classified  by  maturity as  notes,
          bonds, or adjustable rate securities. 
           
                      Municipal Notes.  Municipal notes generally  are used















          to   provide  for  short-term  operating  or  capital  needs  and
          generally have maturities  of one year or less.   Municipal notes
          include:       

                    Tax Anticipation Notes.  Tax anticipation notes are 

          PAGE 33
                    issued   to   finance   working   capital   needs    of
                    municipalities.     Generally,   they  are   issued  in
                    anticipation of various seasonal tax revenue, such as 
                    income,  property,  use  and  business  taxes, and  are
                    payable from these specific future taxes.      

                    Revenue  Anticipation  Notes.    Revenue   anticipation
                    notes 
                    are  issued in expectation of receipt of other types of
                    revenue, such  as federal or  state revenues  available
                    under the revenue sharing or grant programs.

                    Bond Anticipation Notes.   Bond anticipation notes  are
                    issued to  provide  interim  financing until  long-term
                    financing  can  be  arranged.     In  most  cases,  the
                    long-term  bonds   then  provide  the   money  for  the
                    repayment of the notes.   

                    Tax-Exempt  Commercial Paper.    Tax-exempt  commercial
                    paper  is  a  short-term   obligation  with  a   stated
                    maturity of  270 days or less.   It is  issued by state
                    and  local  governments or  their  agencies  to finance
                    seasonal  working  capital   needs  or   as  short-term
                    financing in anticipation of longer term financing.

                    Municipal Bonds.   Municipal bonds,  which meet  longer
                    term capital  needs and  generally  have maturities  of
                    more than  one year  when  issued,  have two  principal
                    classifications:   general obligation bonds and revenue
                    bonds.     Two  additional   categories  of   potential
                    purchases     are    lease     revenue    bonds     and
                    pre-refunded/escrowed to  maturity bonds.  Another type
                    of  municipal  bond is  referred  to  as an  Industrial
                    Development Bond.

                    General   Obligation  Bonds.     Issuers   of   general
                    obligation  bonds  include  states,  counties,  cities,
                    towns, and  special districts.   The proceeds  of these
                    obligations are  used to  fund a wide  range of  public
                    projects,  including  construction  or  improvement  of
                    schools,  public  buildings,  highways  and  roads, and
                    general   projects  not  supported   by  user  fees  or
                    specifically  identified revenues.   The basic security
                    behind  general obligation bonds is the issuer's pledge















                    of its full faith  and credit and taxing power for  the
                    payment of principal and interest.  The taxes that  can
                    be  levied  for  the  payment of  debt  service  may be
                    limited  or unlimited  as  to  the  rate or  amount  of
                    special assessments.  In many  cases voter approval  is
                    required before an issuer may sell this type of bond.

                    Revenue Bonds.  The principal security for a revenue 

          PAGE 34
                    bond  is  generally the  net  revenues  derived from  a
                    particular facility, or  enterprise, or in some  cases,
                    the  proceeds  of a  special  charge  or other  pledged
                    revenue source.  Revenue bonds are issued to finance a
                    wide variety of  capital projects  including: electric,
                    gas, water  and sewer  systems; highways, bridges,  and
                    tunnels;  port  and  airport facilities;  colleges  and
                    universities;  and  hospitals.     Revenue   bonds  are
                    sometimes used  to finance  various privately  operated
                    facilities   provided    they   meet   certain    tests
                    established for tax-exempt status.

                    Although  the principal security behind these bonds may
                    vary, many provide additional security  in the form  of
                    a  mortgage  or  debt   service  reserve  fund.    Some
                    authorities provide further security in the form of 
                    the state's  ability (without  obligation)  to make  up
                    deficiencies  in   the  debt   service  reserve   fund.
                    Revenue  bonds  usually  do  not  require  prior  voter
                    approval before they may be issued.

                    Lease Revenue  Bonds.    Municipal borrowers  may  also
                    finance   capital  improvements   or   purchases   with
                    tax-exempt  leases.    The  security  for  a  lease  is
                    generally   the  borrower's   pledge  to   make  annual
                    appropriations  for lease payments.   The lease payment
                    is  treated   as  an   operating  expense  subject   to
                    appropriation risk  and not  a  full  faith and  credit
                    obligation of  the issuer.    Lease  revenue bonds  are
                    generally  considered   less  secure  than  a   general
                    obligation  or revenue bond and often do  not include a
                    debt service  reserve fund.   To the  extent the  Board
                    determines  such securities are illiquid,  they will be
                    subject to the Funds'  15% limit on illiquid securities
                    (10% limit for the Money Funds).  There have  also been
                    certain legal  challenges to the  use of  lease revenue
                    bonds in various states.    

                    The  liquidity  of such  securities will  be determined
                    based on a variety of factors  which may include, among
                    others: (1) the frequency of trades and quotes  for the















                    obligation;  (2)  the  number  of  dealers  willing  to
                    purchase  or sell the  security and the number of other
                    potential  buyers; (3)  the willingness  of dealers  to
                    undertake to make  a market  in the  security; (4)  the
                    nature of the  marketplace trades, including, the  time
                    needed  to  dispose  of  the  security,  the  method of
                    soliciting  offers, and the  mechanics of transfer; and
                    (5)  the  rating  assigned  to  the  obligation  by  an
                    established rating agency or T. Rowe Price.

                    PAGE 35
                    Pre-refunded/Escrowed  to  Maturity  Bonds.     Certain
                    municipal bonds  have been refunded  with a  later bond
                    issue  from the  same issuer.   The  proceeds  from the
                    later  issue are  used to  defease the  original issue.
                    In  many cases the original issue cannot be redeemed or
                    repaid until the first call date or original maturity 
                    date.   In these  cases,  the  refunding bond  proceeds
                    typically  are used  to  buy U.S.  Treasury  securities
                    that  are held in  an escrow account until the original
                    call date or  maturity date.   The original bonds  then
                    become  "pre-refunded" or  "escrowed to  maturity"  and
                    are  considered  as  high quality  investments.   While
                    still tax-exempt, the security is  the proceeds of  the
                    escrow  account.    To  the  extent  permitted  by  the
          Securities and                Exchange    Commission    and   the
                                        Internal Revenue Service, a  Fund's
                                        investment   in   such   securities
                                        refunded    with    U.S.   Treasury
                                        securities  will,  for purposes  of
                                        diversification  rules   applicable
                                        to  the Fund,  be considered  as an
                                        investment  in  the  U.S.  Treasury
                                        securities.  

                    Private Activity  Bonds.   Under  current  tax law  all
                    municipal  debt  is  divided broadly  into  two groups:
                    governmental purpose bonds and private activity  bonds.
                    Governmental  purpose   bonds  are  issued  to  finance
                    traditional  public  purpose projects  such  as  public
                    buildings  and roads.   Private  activity bonds  may be
                    issued  by  a  state  or  local  government  or  public
                    authority  but principally  benefit private  users  and
                    are considered  taxable unless a  specific exemption is
                    provided.

                    The tax code currently provides exemptions  for certain
                    private activity  bonds such as not-for-profit hospital
                    bonds,   small-issue  industrial   development  revenue
                    bonds and  mortgage subsidy bonds,  which may  still be
                    issued  as  tax-exempt  bonds.    Some,  but  not  all,















                    private  activity  bonds  are  subject  to  alternative
                    minimum tax.

                    Industrial Development  Bonds.  Industrial  development
                    bonds are  considered Municipal Bonds  if the  interest
                    paid  is exempt  from federal  income  tax.   They  are
                    issued by  or on behalf  of public authorities to raise
                    money to finance various privately operated  facilities
                    for  business and  manufacturing, housing,  sports, and
                    pollution  control.    These  bonds  are  also  used to
                    finance  public  facilities  such  as  airports,   mass
                    transit systems,  ports, and parking.   The  payment of
                    the principal and interest on  such bonds is  dependent
                    solely on the abilityof the facility's user to meet its

          PAGE 36
                    financial obligations and the pledge,  if any, of  real
                    and personal property so  financed as security for such
                    payment.

                    Adjustable Rate Securities.   Municipal  securities may
                    be issued  with  adjustable  interest  rates  that  are
                    reset  periodically   by  pre-determined  formulas   or
                    indexes in order to minimize movements in the 
                    principal  value of  the  investment.   Such securities
                    may have long-term  maturities, but may be treated as a
                    short-term   investment   under   certain   conditions.
                    Generally, as interest rates decrease or increase,  the
                    potential  for capital  appreciation or depreciation on
                    these     securities      is     less     than      for
                    fixed-rate obligations.  These securities may  take the
                    following   forms:

                    Variable Rate  Securities.   Variable rate  instruments
                    are  those whose  terms provide  for the  adjustment of
                    their interest rates on set  dates and which, upon such
                    adjustment,  can  reasonably  be  expected  to  have  a
                    market value that approximates  its par value.  Subject
                    to  the provisions  of Rule  2a-7 under  the Investment
                    Company Act of  1940 (1940  Act): (1)  a variable  rate
                    instrument, the principal  amount of which is scheduled
                    to be  paid in 397 days  or less, is  deemed to  have a
                    maturity equal to the period  remaining until the  next
                    readjustment  of  the  interest;  (2) a  variable  rate
                    instrument  which  is  subject  to  a   demand  feature
                    entitles the  purchaser to receive the principal amount
                    of  the underlying  security or  securities either  (i)
                    upon notice of  usually 30  days, or (ii) at  specified
                    intervals not exceeding 397  days and upon no more than
                    30 days' notice is  deemed to have a maturity equal  to
                    the  longer  of the  period  remaining  until the  next















                    readjustment  of  the  interest   rate  or  the  period
                    remaining until  the principal amount  can be recovered
                    through demand;  and (3) an  instrument that  is issued
                    or guaranteed  by the  U.S.  Government  or any  agency
                    thereof  which   has  a  variable   rate  of   interest
                    readjusted no less frequently than  every 762 days  may
                    be  deemed  to  have a  maturity  equal  to the  period
                    remaining  until the next readjustment  of the interest
                    rate.  Should the provisions of  Rule 2a-7 change,  the
                    Fund will  determine the maturity  of these  securities
                    in  accordance  with  the  amended  provisions of  such
                    Rule.

                       Floating   Rate    Securities.      Floating    rate
                    instruments are  those  whose  terms  provide  for  the
                    adjustment   of  their   interest  rates   whenever   a
                    specified  interest  rate changes  and  which,  at  any
                    time, can reasonably be

          PAGE 37
                    expected to have a market  value that approximates  its
                    par  value.   Subject to  the  provisions of  Rule 2a-7
                    under  the 1940  Act: (1)  the maturity  of  a floating
                    rate instrument  is deemed to  be the  period remaining
                    until the  date (noted  on the face of  the instrument)
                    on which the principal amount must 
                    be paid,  or in the  case of  an instrument called  for
                    redemption, the date on which the redemption payment
                    must be made and (2) floating rate instruments with 
                    demand features  are deemed to have a maturity equal to
                    the period remaining until  the principal amount can be
                    recovered through demand.  Should the provisions of 
                    Rule 2a-7 change, the  Fund will determine the maturity
                    of  these securities  in  accordance  with the  amended
                    provisions of such Rule.

                    Put   Option  Bonds.     Long-term   obligations   with
                    maturities longer than one year may  provide purchasers
                    an optional  or mandatory tender of the security at par
                    value at  predetermined intervals,  often ranging  from
                    one  month to several years (e.g., a  30-year bond with
                    a  five-year  tender period).    These instruments  are
                    deemed  to  have  a  maturity   equal  to  the   period
                    remaining to the put date.

                    Residual Interest Bonds (Bond Funds  only).  The  Funds
                    may purchase municipal bond issues that  are structured
                    as two-part, residual interest  bond and variable  rate
                    security offerings.   The issuer  is obligated  only to
                    pay a  fixed amount of  tax-free income  that is to  be
                    divided among the  holders of the two securities.   The















                    interest rate  for the  holders  of  the variable  rate
                    securities will  be  determined by  an auction  process
                    held  approximately  every  35  days  while   the  bond
                    holders will  receive all interest  paid by  the issuer
                    minus the  amount given to  the variable  rate security
                    holders and  a nominal  auction  fee.   Therefore,  the
                    coupon  of the  residual interest  bonds, and  thus the
                    income received, will  move inversely  with respect  to
                    short-term, 35  day tax-exempt  interest rates.   There
                    is  no assurance  that the  auction will  be successful
                    and  that  the  variable  rate  security  will  provide
                    short-term liquidity.  The issuer  is not obligated  to
                    provide such liquidity.   In general, these  securities
                    offer  a  significant  yield  advantage  over  standard
                    municipal  securities, due  to the  uncertainty  of the
                    shape  of  the  yield  curve (i.e.,  short-term  versus
                    long-term  rates)and consequent  income  flows.  Unlike
                    many  adjustable  rate  securities,  residual  interest
                    bonds are not necessarily expected to trade at  par and
                    in fact present significant market  risks.  In  certain
                    market environments, residual  interest bonds  may PAGE
                    38
                    carry substantial  premiums  or be  at deep  discounts.
                    This  is  a relatively  new  product  in the  municipal
                    market with limited liquidity to date.

                    Participation Interests.  The  Funds may purchase  from
                    third  parties participation  interests in all  or part
                    of  specific  holdings of  municipal  securities.   The
                    purchase  may  take different  forms:  in  the case  of
          short-term                    securities,  the participation  may
                                        be backed  by a liquidity  facility
                                        that  allows  the  interest  to  be
                                        sold back to the third  party (such
                                        as  a trust, broker  or bank) for a
                                        predetermined   price  of   par  at
                                        stated intervals.   The seller  may
                                        receive  a  fee from  the Funds  in
                                        connection with the arrangement.
           
                    In  the  case  of  longer-term  bonds,  the  Funds  may
                    purchase interests  in a pool of  municipal bonds or  a
                    single  municipal bond  or lease  without the  right to
                    sell the interest back to the third party.

                    The  Funds will  not purchase  participation  interests
                    unless a satisfactory opinion of  counsel or ruling  of
                    the Internal Revenue Service has  been issued that  the
                    interest earned from the municipal securities on  which
                    the Funds holds participation  interests is exempt from
                    federal, state, and/or city or local income tax  to the















                    Funds.   However, there is no  guarantee the IRS  would
                    treat such interest income as tax-exempt.

                    Embedded  Interest Rate  Swaps  and Caps  (Bond Funds).
                    In  a  fixed-rate, long-term  municipal  bond  with  an
                    interest  rate  swap  attached  to  it,  the bondholder
                    usually  receives the  bond's fixed-coupon  payment  as
                    well  as a  variable rate  payment that  represents the
                    difference  between a fixed  rate for  the term  of the
                    swap (which  is typically shorter than  the bond it  is
                    attached to) and  a variable rate  short-term municipal
                    index.   The  bondholder  receives excess  income  when
                    short-term rates remain below  the fixed interest  rate
                    swap  rate.  If short-term rates rise  above the fixed-
                    income  swap rate, the bondholder's  income is reduced.
                    At the  end of the  interest rate  swap term, the  bond
                    reverts  to a  single fixed-coupon  payment.   Embedded
                    interest rate swaps  enhance yields, but  also increase
                    interest rate risk.

                      An  embedded interest rate  cap allows the bondholder
                    to  receive  payments whenever  short-term  rates  rise
                    above a  level established  at  the  time of  purchase.
                    They normally are used to  hedge against rising  short-
                    term interest rates.

                    PAGE 39
                    Both  instruments  may  be  volatile  and  of   limited
                    liquidity and their use may  adversely affect a  Fund's
                    total return.

                      The  Funds may  invest in  other types  of derivative
                    instruments as they become available.

                    There   are,  of  course,   other  types  of  municipal
          securities that  are, or  may become,  available,  and the  Funds
          reserve the right to invest in them.

                    For the  purpose of the Funds' investment restrictions,
          the  identification of the "issuer" of municipal securities which
          are not general obligation bonds is made by the Funds' investment
          manager, T.  Rowe Price, on  the basis of the  characteristics of
          the obligation as described above, the most  significant of which
          is the source of funds for the payment of principal and  interest
          on such securities.             

                                When-Issued Securities

          All Funds

                      New issues of municipal securities are  often offered















          on a  when-issued basis;  that is, delivery  and payment  for the
          securities  normally takes place 15 to 45  days or more after the
          date of the  commitment to purchase.  The  payment obligation and
          the interest  rate that  will be received  on the  securities are
          each fixed at the  time the buyer enters into the  commitment.  A
          Fund will only make a commitment to purchase such securities with
          the intention of actually acquiring  the securities.  However,  a
          Fund may sell  these securities before the settlement  date if it
          is deemed  advisable as  a matter of  investment strategy.   Each
          Fund  will  establish  a  segregated account  in  which  it  will
          maintain  cash and high-grade marketable debt securities equal in
          value to commitments for when-issued securities.  Such segregated
          securities either  will mature  or, if necessary,  be sold  on or
          before   the  settlement  date.     Securities  purchased   on  a
          when-issued basis and  the securities held in  a Fund's portfolio
          are  subject to  changes in  market value  based upon  the public
          perception of  the creditworthiness of the issuer  and changes in
          the  level of  interest  rates (which  will  generally result  in
          similar changes  in value;  i.e., both  experiencing appreciation
          when  interest rates decline and depreciation when interest rates
          rise).   Therefore, to the  extent a  Fund remains  substantially
          fully invested at the same  time that it has purchased securities
          on a when-issued basis, there will be greater fluctuations in its
          net asset  value than  if it  solely set  aside cash  to pay  for
          when-issued securities.   In  the case of  the Money  Funds, this
          could increase the possibility that  the market value of a Fund's
          assets could vary from $1.00 per share.  

          PAGE 40
          In   addition,  there  will  be  a   greater  potential  for  the
          realization  of capital gains, which are not exempt from federal,
          state and/or city  or local income tax.   When the time  comes to
          pay for when-issued securities, a  Fund will meet its obligations
          from then-available cash flow, sale of securities or, although it
          would not normally expect  to do so, from sale of the when-issued
          securities  themselves (which  may have  a value greater  or less
          than the  payment obligation).   The  policies described  in this
          paragraph are  not fundamental and may be  changed by a Fund upon
          notice to its shareholders.                                      

                                       Forwards

          Bond Funds

                 The Funds also may  purchase bonds on a when-issued  basis
          with  longer  than  standard  settlement  dates,  in  some  cases
          exceeding  one to  two  years.   In such  cases,  the Funds  must
          execute a receipt evidencing the obligation to purchase  the bond
          on the specified  issue date, and must segregate  cash internally
          to  meet that forward commitment.  Municipal "forwards" typically
          carry a substantial yield premium to compensate the buyer for the















          risks  associated with  a  long  when-issued  period,  including:
          shifts in market interest rates that  could materially impact the
          principal value of the bond, deterioration in the  credit quality
          of  the issuer, loss of alternative investment options during the
          when-issued period,  changes in  tax law  or issuer actions  that
          would affect the exempt interest  status of the bonds and prevent
          delivery,  failure  of  the  issuer  to  complete  various  steps
          required to issue the bonds,  and limited liquidity for the buyer
          to sell the escrow receipts  during the when-issued period.  Each
          Fund  will not  invest  more than  10%  of  its total  assets  in
          forwards.

                    Investment in Taxable Money Market Securities

               Although the Funds expect to be invested solely in municipal
          securities, it is  anticipated that, when  it is deemed to  be in
          the  best interests  of each  Fund's shareholders  to do  so, the
          Funds may also invest a portion  of their respective assets on  a
          temporary  basis, in  the taxable  money  market instruments  set
          forth  below.    The  interest  earned   on  these  money  market
          securities  is not  exempt  from federal,  state, and/or  city or
          local income tax  and may be taxable to  shareholders as ordinary
          income.

                    U.S.  Government Obligations  - direct  obligations  of
          the government and its agencies and instrumentalities;

                    U.S. Government Agency Securities -  obligations issued
          or guaranteed by U.S.  government sponsored enterprises,  federal
          agencies   and  international  institutions.     Some   of  these
          securities 

          PAGE 41
          are supported  by the full faith and credit of the U.S. Treasury;
          others  are  supported  by  the  right of  the  issuer;  and  the
          remainder   are   supported   only   by   the   credit   of   the
          instrumentality;

                    Bank  Obligations -  certificates of  deposit, bankers'
          acceptances,  and  other  short-term   obligations  of  U.S.  and
          Canadian banks and their foreign branches;

                    Commercial Paper  - paper  rated A-2 or better  by S&P,
          Prime-2 or better  by Moody's, or F-2  or better by Fitch  or, if
          not rated, is issued by a corporation having an outstanding debt 
          issue  rated A  or better  by Moody's,  S&P or  Fitch,  and, with
          respect to the Money Funds, is of equivalent investment quality 
          as determined by the Board of Trustees; and

                    Short-Term  Corporate  Debt  Securities  -   short-term
          corporate debt  securities rated at  least AA by S&P,  Moody's or















          Fitch.


                 Determination of Maturity of Money Market Securities

               The Money  Funds may only  purchase securities which  at the
          time of investment have remaining maturities of 397 calendar days
          or less,  or with  respect  to U.S.  government securities,  have
          remaining  maturities of  762 calendar  days or  less.   The Bond
          Funds  may also purchase money-market securities.  In determining
          the maturity of  money market securities,  the Funds will  follow
          the provisions of Rule 2a-7 under the 1940 Act.


                            PORTFOLIO MANAGEMENT PRACTICES

                         Futures Contracts (Bond Funds only)

          Transactions in Futures

               The  Fund may  enter into  interest  rate futures  contracts
          ("futures"  or  "futures  contracts").    Interest  rate  futures
          contracts may  be used as  a hedge against changes  in prevailing
          levels of  interest rates in  order to establish  more definitely
          the  effective  return  on  securities  held  or intended  to  be
          acquired by the Fund.  The Fund could  sell interest rate futures
          as an offset against the effect of expected increases in interest
          rates and purchase  such futures as an offset  against the effect
          of expected declines in interest rates.  Futures can also be used
          as  an efficient  means of  regulating a  Fund's exposure  to the
          market.

               The Fund will enter into  futures contracts which are traded
          on national futures exchanges and are standardized as to maturity
          date PAGE 42
          and underlying financial instrument.   A public market exists  in
          futures   contracts  covering   various   taxable  fixed   income
          securities  as well  as municipal  bonds.  Futures exchanges  and
          trading in  the United States  are regulated under  the Commodity
          Exchange  Act   by  the  Commodity  Futures   Trading  Commission
          ("CFTC").   Although techniques other  than the sale and purchase
          of  futures  contracts  could be  used  for  the above-referenced
          purposes, futures contracts offer an effective and relatively low
          cost means of implementing the Fund's objectives in these areas.

          Regulatory Limitations

               The Fund will engage in futures contracts and options 
          thereon only for  bona fide hedging, yield enhancement,  and risk
          management purposes, in each case in accordance with rules and 
          regulations of the CFTC and applicable state law.















               The  Fund may  not  purchase or  sell  futures contracts  or
          related  options  if,  with respect  to  positions  which do  not
          quality as bona fide hedging under applicable CFTC rules, the sum
          of the  amounts of initial  margin deposits and premiums  paid on
          those positions would  exceed 5% of  the net asset  value of  the
          Fund  after taking into account unrealized profits and unrealized
          losses on  any  such contracts  it  has entered  into;  provided,
          however, that  in the case of  an option that is  in-the-money at
          the time of purchase, the  in-the-money amount may be excluded in
          calculating  the 5%  limitation.   For purposes  of this  policy,
          options on futures contracts and options  traded on a commodities
          exchange  will be considered "related options."   This policy may
          be modified by  the Board of Trustees without  a shareholder vote
          and does not limit the percentage of the Fund's assets at risk to
          5%.

               In accordance with the rules of the State of California, the
          Fund will apply  the above 5% test without excluding the value of
          initial margin and premiums paid for bona fide hedging purposes.

               The  Fund's use  of  futures will  not  result in  leverage.
          Therefore,  to the extent  necessary, in instances  involving the
          purchase  of futures  contracts or  the writing  of calls  or put
          options thereon by  the Fund, an amount of  cash, U.S. government
          securities or other liquid, high-grade debt obligations, equal to
          the  market value  of the futures  contracts and  options thereon
          (less any  related margin  deposits), will  be  identified in  an
          account  with the  Fund's  custodian to  cover  the position,  or
          alternative cover (such as owning an offsetting position) will be
          employed.  Assets used as cover  or held in an identified account
          cannot be sold while the  position in the corresponding option or
          future is open, unless they are replaced with similar assets.  As
          a result, the commitment of a large portion of a Fund's assets to
          cover or identified accounts could impede portfolio management or
          the Fund's ability to PAGE 43
          meet redemption requests or other current obligations.

               If  the CFTC or other regulatory authorities adopt different
          (including less  stringent) or additional  restrictions, the Fund
          would comply with such new restrictions.

          Trading in Futures Contracts

               A futures contract provides for the future sale by one party
          and purchase by another party of a specified amount of a specific
          financial  instrument (e.g.,  units  of a  debt  security) for  a
          specified price, date, time and  place designated at the time the
          contract is  made.   Brokerage fees are  incurred when  a futures
          contract is bought or sold and margin deposits must be 
          maintained.  Entering into a contract to buy is commonly referred
          to as buying or purchasing a contract or holding a long position.















          Entering  into a  contract to  sell  is commonly  referred to  as
          selling a contract or holding a short position.  

               It is possible that the Fund's hedging activities will occur
          primarily  through  the  use  of  municipal  bond  index  futures
          contracts  since the  uniqueness of  that  index contract  should
          better  correlate with the  Fund's portfolio and  thereby be more
          effective.  However, there may be times  when it is deemed in the
          best interest  of shareholders to  engage in the use  of Treasury
          bond futures, and the Fund reserves to right to use Treasury bond
          futures at any  time.  Use  of these futures  could occur, as  an
          example, when both the Treasury bond contract and  municipal bond
          index futures contract  are correlating well with  municipal bond
          prices,  but the  Treasury bond  contract  is trading  at a  more
          advantageous  price  making  the hedge  less  expensive  with the
          Treasury bond contract than would be obtained  with the municipal
          bond index  futures contract.    The Fund's  activity in  futures
          contracts  generally  will  be limited  to  municipal  bond index
          futures contracts and Treasury bond and note contracts.  

               Unlike when the Fund purchases or sells a security, no price
          would be  paid or received by the Fund  upon the purchase or sale
          of a  futures contract.   Upon entering into a  futures contract,
          and to maintain  the Fund's open positions  in futures contracts,
          the Fund  would be required  to deposit  with its custodian  in a
          segregated account in the name of the futures broker an amount of
          cash,   U.S.  government   securities,   suitable  money   market
          instruments,  or  liquid, high-grade  debt  securities,  known as
          "initial margin."  The  margin required for a  particular futures
          contract is set by the exchange  on which the contract is traded,
          and  may be  significantly  modified  from time  to  time by  the
          exchange during the term of  the contract.  Futures contracts are
          customarily purchased and  sold on margins that  may range upward
          from less than 5% of the value of the contract being traded.

          PAGE 44
               If the price of an open futures contract changes (by 
          increase in the  case of a sale  or by decrease in the  case of a
          purchase)  so that  the loss  on the  futures contract  reaches a
          point  at which  the margin  on deposit  does not  satisfy margin
          requirements, the broker  will require an increase in the margin.
          However,  if  the  value  of  a  position  increases  because  of
          favorable price  changes  in the  futures  contract so  that  the
          margin deposit  exceeds the required margin, the  broker will pay
          the excess to the Fund.

               These subsequent payments, called "variation margin," to and
          from the futures broker, are made  on a daily basis as the  price
          of  the underlying  assets fluctuate  making  the long  and short
          positions in  the  futures  contract more  or  less  valuable,  a
          process known as  "marking to the market."   The Fund  expects to















          earn interest income on its margin deposits.  

               Although certain futures contracts, by their terms, require 
          actual   future  delivery  of  and  payment  for  the  underlying
          instruments,  in  practice  most futures  contracts  are  usually
          closed out before the delivery date.  Closing out an open futures
          contract  purchase  or  sale  is  effected  by entering  into  an
          offsetting futures contract sale  or purchase, respectively,  for
          the  same aggregate  amount of  the identical securities  and the
          same delivery  date.   If the offsetting  purchase price  is less
          than the original sale price, the Fund  realizes a gain; if it is
          more, the  Fund realizes a  loss.  Conversely, if  the offsetting
          sale price  is more  than the original  purchase price,  the Fund
          realizes a gain; if  it is less, the  Fund realizes a loss.   The
          transaction  costs must also  be included in  these calculations.
          There can be no assurance, however, that the Fund will be able to
          enter into an offsetting transaction with respect to a particular
          futures contract at a particular time.   If the Fund is not  able
          to enter into  an offsetting transaction, the  Fund will continue
          to be  required to  maintain the margin  deposits on  the futures
          contract.

               As  an example  of an  offsetting transaction  in  which the
          underlying   instrument  is   not   delivered,  the   contractual
          obligations  arising from the  sale of one  contract of September
          municipal bond index  futures on an exchange may  be fulfilled at
          any time before delivery of the contract is required (i.e.,  on a
          specified  date  in  September,  the  "delivery  month")  by  the
          purchase  of one  contract  of  September  municipal  bond  index
          futures on the  same exchange.  In such  instance, the difference
          between the price at which the futures  contract was sold and the
          price  paid  for  the offsetting  purchase,  after  allowance for
          transaction costs, represents the profit or loss to the Fund.



          PAGE 45
          Special Risks of Transactions in Futures Contracts

               Volatility  and Leverage.   The prices of  futures contracts
          are volatile and  are influenced, among  other things, by  actual
          and anticipated changes  in the market and  interest rates, which
          in turn are affected by fiscal and monetary policies and national
          and international political and economic events.

               Most United  States futures  exchanges limit  the amount  of
          fluctuation  permitted in futures contract prices during a single
          trading day.  The daily limit establishes the maximum amount that
          the price  of a futures contract may vary  either up or down from
          the  previous day's  settlement price  at  the end  of a  trading
          session.  Once the daily limit  has been reached in a  particular















          type of futures contract,  no trades may be made on that day at a
          price  beyond that  limit.   The daily  limit governs  only price
          movement  during a particular trading day  and therefore does not
          limit  potential  losses,  because  the  limit  may  prevent  the
          liquidation of  unfavorable positions.   Futures  contract prices
          have   occasionally  moved  to   the  daily  limit   for  several
          consecutive trading days with little or no trading, thereby
          preventing prompt liquidation of futures positions and subjecting
          some futures traders to substantial losses.

               Because of the low margin deposits required, futures trading
          involves an  extremely high degree of  leverage.  As  a result, a
          relatively  small price movement in a futures contract may result
          in  immediate and  substantial  loss,  as well  as  gain, to  the
          investor.   For example,  if at the time  of purchase, 10% of the
          value  of  the  futures  contract  is  deposited   as  margin,  a
          subsequent 10%  decrease in  the  value of  the futures  contract
          would result in  a total loss of  the margin deposit,  before any
          deduction for  the transaction  costs, if  the account  were then
          closed out.  A 15% decrease would result  in a loss equal to 150%
          of the original margin deposit,  if the contract were closed out.
          Thus, a  purchase or  sale of a  futures contract  may result  in
          losses in excess of the  amount invested in the futures contract.
          However,  the Fund  would  presumably  have sustained  comparable
          losses if,  instead of the  futures contract, it had  invested in
          the  underlying  financial  instrument  and  sold  it  after  the
          decline.    Furthermore,  in  the  case  of  a  futures  contract
          purchase, in  order to  be certain that  the Fund  has sufficient
          assets to satisfy its  obligations under a futures  contract, the
          Fund  earmarks to the  futures contract money  market instruments
          equal in value to the  current value of the underlying instrument
          less the margin deposit.

               Liquidity.   The Fund may elect to close  some or all of its
          futures positions  at any  time prior to  their expiration.   The
          Fund would do so to reduce exposure represented by long futures 

          PAGE 46
          positions or  short futures  positions.  The  Fund may  close its
          positions by taking opposite positions which would operate to 
          terminate the Fund's  position in the  futures contracts.   Final
          determinations of variation margin would then be made, additional
          cash would be required to be paid by or released to the Fund, and
          the Fund would realize a loss or a gain.

               Futures contracts may be closed  out only on the exchange or
          board  of  trade  where  the  contracts  were  initially  traded.
          Although  the Fund intends to purchase  or sell futures contracts
          only on exchanges or boards of trade where there appears to be an
          active market, there is  no assurance that a liquid  market on an
          exchange or board of trade will exist for any particular contract















          at any particular time.  In such event, it might not  be possible
          to close a futures  contract, and in the  event of adverse  price
          movements, the Fund  would continue to be required  to make daily
          cash payments of variation margin.  However, in the event futures
          contracts have been used to hedge the underlying instruments, the
          Fund would continue to hold the underlying instruments subject to
          the hedge  until the futures  contracts could be terminated.   In
          such  circumstances, an  increase  in  the  price  of  underlying
          instruments,  if any, might partially or completely offset losses
          on the futures  contract.  However, as described  below, there is
          no guarantee that the price of the underlying instruments will,
          in fact, correlate with the price movements in the futures 
          contract  and thus  provide  an  offset to  losses  on a  futures
          contract.  

               Hedging Risk.  A decision of whether, when, and how to hedge
          involves skill and judgment, and even a well-conceived hedge  may
          be  unsuccessful  to  some degree  because  of  unexpected market
          behavior,  market or  interest rate  trends.   There are  several
          risks in connection with the use by the Fund of futures contracts
          as a  hedging device.   One risk arises because  of the imperfect
          correlation  between movements  in  the  prices  of  the  futures
          contracts  and  movements   in  the  prices  of   the  underlying
          instruments which are the  subject of the hedge.   T. Rowe  Price
          will, however,  attempt  to reduce  this  risk by  entering  into
          futures contracts  whose movements, in its judgment,  will have a
          significant  correlation  with  movements in  the  prices  of the
          Fund's underlying instruments sought to be hedged.  

               Successful use of futures contracts by the Fund  for hedging
          purposes is also subject to  T. Rowe Price's ability to correctly
          predict movements in the direction of the market.  It is possible
          that,  when the  Fund has  sold  futures to  hedge its  portfolio
          against  a  decline  in  the  market,  the   index,  indices,  or
          instruments  underlying futures are written might advance and the
          value of  the underlying instruments held in the Fund's portfolio
          might decline.  If this were to occur, the Fund would  lose money
          on the futures and PAGE 47
          also would  experience  a  decline  in value  in  its  underlying
          instruments.    However, while  this  might  occur  to a  certain
          degree, T.  Rowe Price believes that  over time the value  of the
          Fund's portfolio will tend  to move in the same direction  as the
          market indices used to hedge the portfolio.  It  is also possible
          that  if the  Fund were  to  hedge against  the possibility  of a
          decline  in  the  market   (adversely  affecting  the  underlying
          instruments  held in its portfolio) and prices instead increased,
          the Fund would lose part or all of the benefit of increased value
          of those  underlying instruments that  it has hedged,  because it
          would  have  offsetting losses  in  its  futures  positions.   In
          addition, in such  situations, if the Fund had insufficient cash,
          it  might  have to  sell  underlying  instruments to  meet  daily















          variation  margin  requirements.     Such  sales  of   underlying
          instruments might be, but would not  necessarily be, at increased
          prices (which would  reflect the rising market).   The Fund might
          have  to sell underlying  instruments at a time  when it would be
          disadvantageous to do so.

               In  addition  to  the  possibility that  there  might  be an
          imperfect  correlation, or no  correlation at all,  between price
          movements  in the  futures  contracts  and  the  portion  of  the
          portfolio  being hedged, the price movements of futures contracts
          might  not  correlate  perfectly  with  price  movements  in  the
          underlying instruments due to certain market distortions.  First,
          all  participants in  the futures  market  are subject  to margin
          deposit  and  maintenance  requirements.    Rather  than  meeting
          additional  margin deposit  requirements,  investors might  close
          futures  contracts through  offsetting transactions,  which could
          distort   the   normal   relationship   between  the   underlying
          instruments and futures markets.  Second, the margin requirements
          in the futures  market are less onerous  than margin requirements
          in the  securities markets,  and as a  result the  futures market
          might  attract more speculators  than the securities  markets do.
          Increased  participation  by  speculators in  the  futures market
          might  also  cause temporary  price  distortions.    Due  to  the
          possibility of  price distortion in  the futures market  and also
          because of the  imperfect correlation between price  movements in
          the underlying instruments and movements in the prices of futures
          contracts, even a correct forecast of general market trends by T.
          Rowe Price might  not result in a  successful hedging transaction
          over a very short time period.

          Options on Futures Contracts

               The Fund might trade in  municipal bond index option futures
          or  similar options  on  futures  developed in  the  future.   In
          addition, the Fund may also trade in options on futures contracts
          on  U.S. government securities and any U.S. government securities
          futures index contract which might  be developed.  In the opinion
          of T. Rowe  Price, there is a  high degree of correlation  in the
          interest  rate, and price movements of U.S. government securities
          and municipal 

          PAGE 48
          securities.  However,  the U.S. government securities  market and
          municipal securities markets are independent and may not move  in
          tandem at any point in time.

               The Fund will purchase  put options on futures  contracts to
          hedge  its portfolio of municipal securities  against the risk of
          rising interest rates,  and the consequent decline in  the prices
          of the municipal securities  it owns.  The Funds  will also write
          call options  on futures  contracts as a  hedge against  a modest















          decline in prices of the  municipal securities held in the Fund's
          portfolio.  If the  futures price at expiration of a written call
          option is below the exercise price, the Fund will retain the full
          amount of the  option premium, thereby partially  hedging against
          any decline that may have occurred in the Fund's holdings of debt
          securities.  If the futures price when the option is exercised is
          above the  exercise price, however,  the Fund will incur  a loss,
          which may  be wholly or partially  offset by the increase  of the
          value of the securities in  the Fund's portfolio which were being
          hedged.

               Writing  a put  option on  a  futures contract  serves as  a
          partial hedge against an increase  in the value of securities the
          Fund intends to  acquire.  If the futures price  at expiration of
          the option is above the exercise price, the  Fund will retain the
          full amount of the option  premium which provides a partial hedge
          against any increase that  may have occurred in the  price of the
          debt  securities the  Fund intends  to acquire.   If  the futures
          price when the  option is exercised is below  the exercise price,
          however,  the  Fund will  incur a  loss, which  may be  wholly or
          partially offset by  the decrease in the price  of the securities
          the Fund intends to acquire.  

               Options  on futures  are similar  to  options on  underlying
          instruments except that options on futures give the purchaser the
          right, in return for the premium paid,  to assume a position in a
          futures contract (a long position if  the option is a call and  a
          short position if the  option is a put), rather  than to purchase
          or sell  the futures contract,  at a specified exercise  price at
          any time during the period of  the option.  Upon exercise of  the
          option, the delivery of the futures position by the writer of the
          option  to  the holder  of  the  option  will be  accompanied  by
          delivery  of  the  accumulated balance  in  the  writer's futures
          margin  account which represents  the amount by  which the market
          price of the futures contract,  at exercise, exceeds (in the case
          of a call)  or is less than (in  the case of a  put) the exercise
          price  of the  option on  the  futures contract.   Purchasers  of
          options who fail to exercise  their options prior to the exercise
          date suffer a loss of the premium paid.

               From time to time a single order to purchase or sell futures
          contracts (or options thereon) may be made on behalf of the Fund 

          PAGE 49
          and other T. Rowe Price  Funds.  Such aggregated orders  would be
          allocated among  the Fund and the other T.  Rowe Price Funds in a
          fair and non-discriminatory manner.

          Special Risks of Transactions in Options on Futures Contracts

               The  risks described under "Special Risks of Transactions on















          Futures Contracts"  are substantially  the same  as the  risks of
          using  options on futures.  In addition,  where the Fund seeks to
          close out an  option position by writing or  buying an offsetting
          option covering the same index, underlying instrument or contract
          and  having  the same  exercise  price and  expiration  date, its
          ability to establish and close out positions on such options will
          be subject  to  the maintenance  of  a liquid  secondary  market.
          Reasons  for the  absence  of  a liquid  secondary  market on  an
          exchange include  the following:  (i) there  may be  insufficient
          trading interest  in certain  options; (ii)  restrictions may  be
          imposed  by  an  exchange  on  opening  transactions  or  closing
          transactions or both;  (iii) trading halts, suspensions  or other
          restrictions may be imposed with respect to particular classes or
          series of  options, or  underlying instruments;  (iv) unusual  or
          unforeseen circumstances  may interrupt  normal operations on  an
          exchange;  (v)  the  facilities  of  an  exchange or  a  clearing
          corporation may  not at all  times be adequate to  handle current
          trading volume; or (vi) one or more exchanges could, for economic
          or other reasons,  decide or be compelled at some  future date to
          discontinue  the  trading of  options (or  a particular  class or
          series of options),  in which event the secondary  market on that
          exchange (or in the  class or series  of options) would cease  to
          exist, although outstanding options on the exchange that had been
          issued by a clearing corporation as a result of trades on that 
          exchange  would continue  to be  exercisable  in accordance  with
          their terms.  There is  no assurance that higher than anticipated
          trading activity  or other unforeseen events might not, at times,
          render  certain  of  the  facilities   of  any  of  the  clearing
          corporations inadequate, and thereby result in the institution by
          an exchange  of special procedures  which may interfere  with the
          timely  execution of  customers' orders.   In  the event  no such
          market  exists  for a  particular  contract  in  which  the  Fund
          maintains a position,  in the case of a  written option, the Fund
          would have to  wait to sell the underlying  securities or futures
          positions until  the option  expires or is  exercised.   The Fund
          would be required to  maintain margin deposits on payments  until
          the  contract is  closed.   Options  on futures  are treated  for
          accounting purposes  in the same  way as the analogous  option on
          securities are treated.

               In  addition, the correlation between movements in the price
          of options on futures contracts and movements in the price of the
          securities  hedged  can  only  be  approximate.    This  risk  is
          significantly  increased  when  an option  on  a  U.S. government
          securities future or an option on a municipal securities index 

          PAGE 50
          future is used to hedge a municipal bond portfolio.  Another risk
          is  that  the  movements  in  the price  of  options  on  futures
          contracts may not  move inversely with changes in interest rates.
          If the Fund has written a  call option on a futures contract  and















          the value of the call increases by more than the increase  in the
          value of the  securities held  as cover, the  Fund may realize  a
          loss  on  the  call  which   is  not  completely  offset  by  the
          appreciation in the price of the securities held as cover and the
          premium received for writing the call.  

               The  successful use of options on futures contracts requires
          special expertise and techniques different from those involved in
          portfolio securities transactions.   A decision of  whether, when
          and how  to hedge involves  skill and judgment, and  even a well-
          conceived hedge may  be unsuccessful  to some  degree because  of
          unexpected  market  behavior  or interest  rate  trends.   During
          periods when municipal securities market prices are appreciating,
          the Fund may experience poorer overall performance than if it had
          not entered into any options on futures contracts.

          General Considerations

               Transactions  by the  Fund  in options  on  futures will  be
          subject  to limitations  established by  each  of the  exchanges,
          boards of trade or other trading facilities governing the maximum
          number of options in each class which may be written or purchased
          by a  single investor  or group of  investors acting  in concert,
          regardless  of whether  the options  are written  on the  same or
          different  exchanges, boards of trade or other trading facilities
          or are held or written in one or more accounts or through  one or
          more brokers.  Thus, the number of contracts which the Fund may 
          write or purchase may be affected by contracts written or 
          purchased by other investment advisory clients  of T. Rowe Price.
          An exchange, board  of trade or other trading  facility may order
          the  liquidations of  positions found  to be  in excess  of these
          limits, and it may impose certain other sanctions.

          Additional Futures and Options Contracts

               Although the  Funds have no current intention of engaging in
          futures  and options  on futures  transactions  other than  those
          described above,  they reserve the right to  do so.  Such futures
          and  options trading might involve risks  which differ from those
          involved in the futures and options described above.

          Federal Tax Treatment of Futures Contracts

               Although  the Fund invests  almost exclusively in securities
          which generate  income which is exempt from federal income taxes,
          the instruments described above are not exempt from such taxes.  

          PAGE 51
          Therefore, use of the investment techniques described above could
          result in taxable income to shareholders of the Fund.
















               Generally,  the Fund  is required,  for  federal income  tax
          purposes, to  recognize as income  for each taxable year  its net
          unrealized gains and losses on futures contracts as of the end of
          the  year as  well as  those actually  realized during  the year.
          Gain or loss  recognized with respect to a  futures contract will
          generally be  60% long-term capital  gain or loss and  40% short-
          term capital gain  or loss, without regard to  the holding period
          of the contract.

               Futures  contracts which  are intended  to  hedge against  a
          change in  the value  of securities may  be classified  as "mixed
          straddles," in  which  case  the  recognition of  losses  may  be
          deferred to a  later year.   In addition,  sales of such  futures
          contracts  on securities  may affect  the holding  period  of the
          hedged security and, consequently, the nature of the gain or loss
          on such security on disposition.

               In order  for the  Fund to continue  to qualify  for federal
          income tax treatment as a  regulated investment company, at least
          90% of its gross  income for a taxable year must  be derived from
          qualifying income; i.e., dividends, interest, income derived from
          loans of  securities,  and gains  from  the sale  of  securities.
          Gains realized on  the sale or  other disposition of  securities,
          including  futures contracts  on securities  held  for less  than
          three months,  must be  limited to  less than  30% of  the Fund's
          annual gross income.  In order to avoid realizing excessive gains
          on  securities held  less  than  three months,  the  Fund may  be
          required to defer the closing out of futures contracts beyond the
          time when it  would otherwise be  advantageous to do  so.  It  is
          anticipated that  unrealized  gains on  futures contracts,  which
          have been  open for less than three  months as of the  end of the
          Fund's fiscal  year and  which are  recognized for tax  purposes,
          will not be  considered gains on securities held  less than three
          months for purposes of the 30% test.

               The  Fund will distribute  to shareholders annually  any net
          gains which have been recognized  for federal income tax purposes
          from  futures transactions (including unrealized gains at the end
          of the Fund's fiscal year).   Such distributions will be combined
          with distributions of  ordinary income or capital  gains realized
          on the Fund's other investments.  Shareholders will be advised of
          the nature of  the payments.   The Fund's  ability to enter  into
          transactions  in options on  futures contracts may  be limited by
          the Internal Revenue Code's requirements for qualification as a 
          regulated investment company.

                                Options on Securities


          PAGE 52
          Bond Funds















                      The Funds have  no current intention of  investing in
          options on securities, although they  reserve the right to do so.
          Appropriate  disclosure would be  added to the  Funds' prospectus
          and Statement  of Additional  Information when and  if the  Funds
          decide to invest in options.              

                               INVESTMENT RESTRICTIONS

               Fundamental policies of the Funds may not be changed without
          the approval of the lesser of (1) 67% of a Fund's  shares present
          at a meeting of  shareholders if the holders of more  than 50% of
          the outstanding shares are present  in person or by proxy  or (2)
          more  than   50%  of   a  Fund's  outstanding   shares.     Other
          restrictions,  in the form of  operating policies, are subject to
          change  by  the  Trusts' Board  of  Trustees  without shareholder
          approval.   Any investment  restriction which involves  a maximum
          percentage of securities or assets  shall not be considered to be
          violated  unless an excess over the percentage occurs immediately
          after, and is  caused by, an acquisition of  securities or assets
          of, or borrowings by, a Fund.

                                 Fundamental Policies

               As a matter of fundamental policy, the Fund may not:

               (1)    Borrowing.  Borrow money except that the Fund may (i)
                      borrow  for  non-leveraging, temporary  or  emergency
                      purposes  and  (ii)   engage  in  reverse  repurchase
                      agreements and  make other  investments or engage  in
                      other transactions, which may involve a borrowing, in
                      a  manner  consistent   with  the  Fund's  investment
                      objective and program, provided  that the combination
                      of (i) and (ii) shall not exceed 33 1/3% of the value
                      of the Fund's total assets (including the amount
                      borrowed) less liabilities (other than borrowings) or
                      such  other  percentage   permitted  by  law.     Any
                      borrowings which come  to exceed this amount  will be
                      reduced  in accordance with applicable law.  The Fund
                      may borrow  from banks,  other Price  Funds or  other
                      persons to the extent permitted by applicable law. 

               (2)    Commodities.  Purchase or sell physical commodities;
                      except that the Fund (other than the Money Funds) may
                      enter into futures contracts and options thereon;

               (3)    Industry Concentration.   Purchase the  securities of
                      any  issuer if,  as a  result, more  than 25%  of the
                      value of the Fund's total assets would be invested in
                      the 

          PAGE 53















                      securities of issuers having their principal business
                      activities in the same industry;

               (4)    Loans.   Make loans,  although the Fund  may (i) lend
                      portfolio securities and participate  in an interfund
                      lending  program with other Price Funds provided that
                      no  such  loan may  be  made  if,  as  a result,  the
                      aggregate of  such loans would exceed 33  1/3% of the
                      value of the Fund's total assets; (ii) purchase money
                      market   securities   and   enter   into   repurchase
                      agreements; and (iii) acquire publicly-distributed or
                      privately-placed debt securities and purchase debt; 

               (5)    Percent  Limit on Assets  Invested in Any  One Issuer
                      (California  Funds only).  Purchase a security if, as
                      a result,  with respect  to 75% of  the value  of its
                      total assets, more than 5% of the value of the Fund's
                      total assets would be invested in the securities of a
                      single issuer, except securities issued or guaranteed
                      by the  U.S. Government  or any  of its  agencies  or
                      instrumentalities;

               (6)    Percent  Limit on Share  Ownership of Any  One Issuer
                      (California  Funds only).  Purchase a security if, as
                      a result,  with respect  to 75% of  the value  of the
                      Fund's total assets, more than 10% of the outstanding
                      voting  securities of any issuer would be held by the
                      Fund (other than obligations issued  or guaranteed by
                      the    U.S.     Government,    its     agencies    or
                      instrumentalities);

               (7)    Real Estate.   Purchase  or sell  real estate  unless
                      acquired  as a result  of ownership of  securities or
                      other instruments  (but  this shall  not prevent  the
                      Fund   from   investing   in   securities  or   other
                      instruments backed  by real  estate or securities  of
                      companies engaged in the real estate business);

               (8)    Senior Securities.  Issue senior securities except in
                      compliance with the Investment Company Act of 1940;

               (9)    Taxable Securities.  During periods of  normal market
                      conditions, purchase  any security  if, as a  result,
                      less than 80% of the Fund's income would be exempt 
                      from federal and, if applicable, state, city or local
                      income tax.  The income included under the 80% test 
                      does not  include income  from securities  subject to
                      the alternative minimum tax (AMT); or
           
               (10)   Underwriting.  Underwrite securities  issued by other
                      persons, except to the extent that the Fund may be 















          PAGE 54
                      deemed to be an underwriter within the meaning of the
                      Securities  Act  of  1933   in  connection  with  the
                      purchase  and sale of its portfolio securities in the
                      ordinary course of pursuing its investment program.

                  NOTES

                  The following Notes should be read in connection with the
                  above-described fundamental policies.   The Notes are not
                  fundamental policies.

                  With respect to  investment restrictions (1) and  (4) the
                  Fund will  not borrow from or  lend to any  other T. Rowe
                  Price Fund unless they apply for and receive an exemptive
                  order  from the SEC  or the  SEC issues  rules permitting
                  such transactions.  The Fund has no current intention  of
                  engaging in any such  activity and there is no  assurance
                  the SEC  would grant any  order requested by the  Fund or
                  promulgate any rules allowing the transactions.

                  With  respect to  investment  restriction (1),  the Money
                  Funds  have no  current  intention  of  engaging  in  any
                  borrowing  transactions.    With  respect  to  investment
                  restriction  (2),  the  Fund  does  not  consider  hybrid
                  instruments to be commodities. 

                  For purposes of  investment restriction (3),  U.S., state
                  or   local   governments,   or    related   agencies   or
                  instrumentalities,  are   not  considered   an  industry.
                  Industrial  development bonds  issued by  nongovernmental
                  users  are  not   considered  municipal  securities   for
                  purposes of this exception.

                                  Operating Policies

               As a matter of operating policy, the Fund may not: 

               (1)    Borrowing.    The Fund  will not  purchase additional
                      securities  when money  borrowed  exceeds  5% of  its
                      total assets.

               (2)    Control of  Portfolio Companies.  Invest in companies
                      for the purpose of exercising management or control;

               (3)    Equity Securities.  Purchase any equity security or 
                      security convertible into an equity security provided
                      that the Fund (other than the Money Funds) may invest
                      up  to 10% of  its total assets  in equity securities
                      which  pay   tax-exempt  dividends   and  which   are
                      otherwise  consistent  with   the  Fund's  investment















                      objective and,

          PAGE 55
                      further  provided, that the Money Funds may invest up
                      to 10%  of their total assets in equity securities of
                      other tax-free open-end money market funds;

               (4)    Futures Contracts.  Purchase a futures contract or an
                      option  thereon  if,  with  respect  to  positions in
                      futures  or options on futures which do not represent
                      bona  fide hedging, the aggregate  initial margin and
                      premiums on  such positions  would exceed  5% of  the
                      Fund's net asset value.

               (5)    Illiquid  Securities.   Purchase  illiquid securities
                      if, as  a result,  more than 15%  (10% for  the Money
                      Funds) of its  net assets would  be invested in  such
                      securities; 

               (6)    Investment Companies.   Purchase securities of  open-
                      end or  closed-end  investment  companies  except  in
                      compliance with  the Investment  Company Act of  1940
                      and  applicable state  law provided  that, the  Money
                      Funds  may only purchase the securities of other tax-
                      free open-end money market investment companies;

               (7)    Margin.   Purchase  securities on margin,  except (i)
                      for use of short-term credit  necessary for clearance
                      of  purchases of portfolio securities and (ii) it may
                      make  margin  deposits  in  connection  with  futures
                      contracts or other permissible investments; 

               (8)    Mortgaging.  Mortgage, pledge, hypothecate or, in any
                      manner,  transfer any security  owned by the  Fund as
                      security for indebtedness except as  may be necessary
                      in   connection   with  permissible   borrowings   or
                      investments  and then  such  mortgaging, pledging  or
                      hypothecating  may not exceed  33 1/3% of  the Fund's
                      total assets at the time of borrowing or investment;

               (9)    Oil and  Gas  Programs.   Purchase participations  or
                      other  direct  interests or  enter  into  leases with
                      respect to, oil, gas, or other mineral exploration or
                      development programs;

               (10)   Options, Etc.  Invest in puts, calls, straddles, 
                      spreads, or any combination thereof, except to the 
                      extent permitted  by the prospectus and  Statement of
                      Additional Information; 

               (11)   Ownership  of Portfolio  Securities  by Officers  and















                      Directors.   Purchase or retain the securities of any
                      issuer  if, those officers and directors of the Fund,
                      and of its investment manager, who each own

          PAGE 56
                      beneficially  more   than  .5%  of   the  outstanding
                      securities of such  issuer, together own beneficially
                      more than 5% of such securities.

               (12)   Short Sales.  Effect short sales of securities;

               (13)   Unseasoned Issuers.  Purchase  a security (other than
                      obligations issued  or  guaranteed by  the U.S.,  any
                      foreign, state or local government, their agencies or
                      instrumentalities) if, as  a result, more than  5% of
                      the  value  of  the  Fund's  total  assets  would  be
                      invested  in the securities issuers which at the time
                      of purchase had been in operation for less than three
                      years (for this  purpose, the period of  operation of
                      any issuer shall  include the period of  operation of
                      any predecessor  or unconditional  guarantor of  such
                      issuer).    This   restriction  does  not  apply   to
                      securities of pooled investment  vehicles or mortgage
                      or asset-backed securities; or

               (14)   Warrants.    Invest  in  warrants  if,  as  a  result
                      thereof, more than 2% of  the value of the net assets
                      of the Fund  would be invested in  warrants which are
                      not  listed on  the  New  York  Stock  Exchange,  the
                      American Stock  Exchange,  or  a  recognized  foreign
                      exchange, or  more than  5% of the  value of  the net
                      assets  of the  Fund  would be  invested in  warrants
                      whether  or not  so listed.   For  purposes  of these
                      percentage limitations,  the warrants will  be valued
                      at the lower of cost or market and  warrants acquired
                      by the Fund in units or attached to securities may be
                      deemed to be without value.

               For purposes of investment restriction (6), the  Fund has no
               current  intention  of purchasing  the  securities  of other
               investment companies.  Duplicate fees could result from  any
               such purchases.

               For purposes of  investment restriction (13), the  Fund will
               not  consider   industrial  development   bonds  issued   by
               nongovernmental users as municipal securities.

                         RATINGS OF MUNICIPAL DEBT SECURITIES

          Moody's Investors Service, Inc.
















                Aaa - Bonds rated Aaa are judged to be of the best quality.
          They  carry  the  smallest  degree  of investment  risk  and  are
          generally referred to as "gilt edge."

               Aa - Bonds rated Aa are judged to be of high quality by all 

          PAGE 57
          standards.   Together with the  Aaa group they comprise  what are
          generally known as high grade bonds.

               A  -  Bonds  rated  A  possess  many  favorable   investment
          attributes  and  are  to  be  considered  as  upper medium  grade
          obligations.

               Baa  -  Bonds  rated  Baa  are  considered  as medium  grade
          obligations, i.e., they  are neither highly protected  nor poorly
          secured.    Interest  payments   and  principal  security  appear
          adequate for the present  but certain protective elements may  be
          lacking  or may be  characteristically unreliable over  any great
          length  of  time.     Such  bonds  lack   outstanding  investment
          characteristics and in  fact have speculative characteristics  as
          well.

               Ba-Bonds rated Ba  are judged to have  speculative elements:
          their futures  cannot be considered  as well assured.   Often the
          protection  of  interest  and  principal  payments  may  be  very
          moderate and  thereby not well  safeguarded during both  good and
          bad times over the future.   Uncertainty of position characterize
          bonds in this class.

               B-Bonds  rated B  generally  lack the  characteristics of  a
          desirable  investment.    Assurance  of  interest  and  principal
          payments or  of maintenance of  other terms of the  contract over
          any long period of time may be small.

               Caa-Bonds rated Caa  are of poor standing.   Such issues may
          be  in default or  there may be  present elements  of danger with
          respect to principal or interest.

               Ca-Bonds   rated   Ca   represent   obligations  which   are
          speculative in a  high degree.  Such issues are  often in default
          or have other marked short-comings.

               C-Lowest-rated; extremely poor  prospects of  ever attaining
          investment standing.

          Standard & Poor's Corporation

               AAA  - This  is the  highest rating  assigned by  Standard &
          Poor's to  a debt  obligation and  indicates an extremely  strong
          capacity to pay principal and interest.















               AA  -  Bonds rated  AA  also  qualify  as  high-quality debt
          obligations.    Capacity to  pay principal  and interest  is very
          strong.

               A -  Bonds rated A have  a strong capacity  to pay principal
          and interest, although they are  somewhat more susceptible to the
          adverse effects of changes in circumstances and economic 

          PAGE 58
          conditions.

               BBB -  Bonds rated  BBB are  regarded as  having an adequate
          capacity  to pay principal  and interest.   Whereas they normally
          exhibit   adequate   protection  parameters,   adverse   economic
          conditions or changing circumstances are more likely to lead to a
          weakened capacity to pay principal and interest for bonds in this
          category than for bonds in the A category.

               BB, C, CCC,  CC-Bonds rated BB, B,  CCC, and CC are regarded
          on  balance, as  predominantly speculative  with  respect to  the
          issuer's capacity  to  pay  interest  and repay  principal.    BB
          indicates the  lowest degree  of speculation and  CC the  highest
          degree of  speculation.  While  such bonds will likely  have some
          quality and  protective characteristics, these are  outweighed by
          large   uncertainties  or   major   risk  exposures   to  adverse
          conditions.

               D-In default.


                  RATINGS OF MUNICIPAL NOTES AND VARIABLE SECURITIES

          Moody's Investors Services, Inc. 

          VMIG-1/MIG-1: the  best quality.   VMIG-2/MIG-2:   high  quality,
          with margins  of protection ample though  not so large as  in the
          preceding group. 

          VMIG-3/MIG-3:  favorable  quality,  with  all  security  elements
          accounted  for,  but  lacking  the  undeniable  strength  of  the
          preceding  grades.  Market access for refinancing, in particular,
          is likely  to be less  well established.   VMIG-4/MIG-4: adequate
          quality but there is specific risk.

          Standard & Poor's Corporation

          SP-1:  very  strong  or  strong  capacity to  pay  principal  and
          interest.  Those issues determined to possess overwhelming safety
          characteristics  will be  given a  plus  (+) designation.   SP-2:
          satisfactory capacity to pay principal and interest.  
















          SP-3: speculative capacity to pay principal and interest.        


          Fitch Investors Service, Inc.

          F-1+:  exceptionally strong  credit quality, strongest  degree of
          assurance for timely payment.  F-1: very strong credit quality.  

          F-2:  good  credit  quality,  having  a  satisfactory  degree  of
          assurance PAGE 59
          for  timely  payment.   F-3: fair  credit quality,  assurance for
          timely payment  is adequate but  adverse changes could  cause the
          securities to be rated below  investment grade.  F-S: weak credit
          quality, having characteristics  suggesting a  minimal degree  of
          assurance for timely payment.   


                             RATINGS OF COMMERCIAL PAPER

          Moody's Investors Service, Inc.

          P-1: Superior capacity  for repayment.  P-2: strong  capacity for
          repayment.  

          P-3: acceptable  capacity for repayment  of short-term promissory
          obligations.

          Standard & Poor's Corporation

          A-1:  highest category, degree of safety regarding timely payment
          is strong.   Those issues determined to possess  extremely strong
          safety  characteristics  are   denoted  with  a  plus   sign  (+)
          designation.   A-2: satisfactory  capacity to  pay principal  and
          interest.  

          A-3: adequate  capacity for timely payment, but are vulnerable to
          adverse effects  of changes  in circumstances  than higher  rated
          issues.   B,  and C:  speculative capacity  to pay  principal and
          interest.

          Fitch Investors Service, Inc.

          F-1+: exceptionally  strong credit  quality, strongest degree  of
          assurance for timely payment.  F-1: very strong credit quality.  
          F-2:    good  credit quality,  having  a  satisfactory  degree of
          assurance  for  timely  payment.   F-3:    fair  credit  quality,
          assurance  for timely  payment is  adequate  but adverse  changes
          could cause the securities to be rated below investment grade.  

          F-S:  weak credit  quality, having  characteristics  suggesting a
          minimal degree of assurance for timely payment.                  















                     

                               MANAGEMENT OF THE TRUSTS

                      The  officers and trustees  of each Trust  are listed
          below.  Unless otherwise  noted, the address of each  is 100 East
          Pratt  Street, Baltimore, Maryland  21202.  Except  as indicated,
          each has been  an employee of  T. Rowe Price  for more than  five
          years.  In the list below, the trustees who are considered 
          "interested persons"  of T.  Rowe Price or  the Funds  as defined
          under PAGE 60
          Section 2(a)(19) of the Investment  Company Act of 1940 are noted
          with  an asterisk (*).  These trustees  are referred to as inside
          trustees  by  virtue of  their officership,  directorship, and/or
          employment with T. Rowe Price.

          CALVIN  W.  BURNETT,  PH.D.,   Trustee--President,  Coppin  State
          College;  Director, Maryland  Chamber  of Commerce  and Provident
          Bank of Maryland; President, Baltimore Area Council-Boy Scouts of
          America,  Vice President,  Board of  Directors,  The Walters  Art
          Gallery;  Address:  2500 West  North Avenue,  Baltimore, Maryland
          21216
          *GEORGE  J. COLLINS, Chairman  of the  Board--President, Managing
          Director, and Chief  Executive Officer, T. Rowe  Price; Director,
          Rowe  Price-Fleming  International,  Inc.,  T.  Rowe  Price Trust
          Company  and  T.  Rowe  Price  Retirement  Plan  Services,  Inc.;
          Chartered Investment Counselor 
          ANTHONY  W.  DEERING,  Trustee--Director,  President,  and  Chief
          Operating  Officer, The  Rouse Company,  real  estate developers,
          Columbia, Maryland;  Advisory Director, Kleinwort,  Benson (North
          America) Corporation, a  registered broker-dealer; Address: 10275
          Little Patuxent Parkway, Columbia, Maryland 21044
          F. PIERCE LINAWEAVER, Trustee--President,  F. Pierce Linaweaver &
          Associates, Inc.; formerly  (1987-1991) Executive Vice President,
          EA Engineering, Science,  and Technology,  Inc., and  (1987-1990)
          President, EA  Engineering, Inc.; Address:  The Legg Mason Tower,
          111 South Calvert Street, Suite 2700, Baltimore, Maryland 21202 
          *+WILLIAM T. REYNOLDS, President  and Trustee--Managing Director,
          T. Rowe Price 
          *JAMES S.  RIEPE, Vice President and  Trustee--Managing Director,
          T. Rowe  Price; Chairman  of the Board,  T. Rowe  Price Services,
          Inc., T. Rowe Price Retirement Plan Services, Inc.; President and
          Trust  Officer,  T.  Rowe  Price  Trust  Company;  President  and
          Director, T. Rowe Price Investment Services, Inc.; Director, Rowe
          Price-Fleming International, Inc. and Rhone-Paulenc Rorer, Inc. 
          JOHN  G.  SCHREIBER, Trustee--President,  Schreiber  Investments,
          Inc.,   a  real   estate  investment   company;  Director,   AMCI
          Residential  Properties Trust;  Partner,  Blackstone Real  Estate
          Partners, L.P.; Director and formerly (1/80-12/90) Executive Vice
          President,  JMB   Realty  Corporation,  a  national  real  estate
          investment manager  and  developer; Address:  1115 East  Illinois















          Road, Lake Forest, Illinois  60045 
          ANNE MARIE  WHITTEMORE,  Trustee--Partner, law  firm of  McGuire,
          Woods, Batte &  Boothe; formerly, Chairman and  Director, Federal
          Reserve  Bank of Richmond;  Director, Owens &  Minor, Inc., USF&G
          Corporation, Old Dominion University and James River Corporation;
          Member,  Richmond Bar  Association and American  Bar Association;
          Address:  One James  Center,  901  East  Cary  Street,  Richmond,
          Virginia 23219-4030
          ++MARY J. MILLER, President--Vice President, T. Rowe Price
          JANET G. ALBRIGHT, Vice President--Vice President, T. Rowe Price
          PATRICE L.  BERCHTENBREITER, Vice  President--Vice President,  T.
          Rowe PAGE 61
          Price
          MICHAEL P. BUCKLEY, Vice President--Vice President, T. Rowe Price
          PATRICIA S. DEFORD, Vice President--Vice President, T. Rowe Price
          CHARLES B.  HILL,  Vice President--Assistant  Vice President,  T.
          Rowe  Price; formerly  (9/86-11/91)  managed  municipal bonds  at
          Riggs National Bank, Washington, D.C.                   
          CHARLES O. HOLLAND, Vice President--Vice President, T. Rowe Price
          HENRY  H.  HOPKINS, Vice  President--Managing  Director, T.  Rowe
          Price;  Vice President  and Director,  T.  Rowe Price  Investment
          Services, Inc., T.  Rowe Price Services, Inc., and  T. Rowe Price
          Trust Company; Vice President,  Rowe Price-Fleming International,
          Inc. and T. Rowe Price Retirement Plan Services, Inc.
          KONSTANTINE B. MALLAS,  Vice President--Assistant Vice President,
          T. Rowe Price
          ALAN P. RICHMAN,  Vice President--Vice President, T.  Rowe Price;
          formerly (10/89-6/91) Manager,  Public Finance,  Credit Local  de
          France, New  York, New York  and Public Finance, Takai  Bank, New
          York, New York                       
          C. STEPHEN  WOLFE, II,  Vice President--Vice  President, T.  Rowe
          Price
          LENORA V. HORNUNG, Secretary--Vice President, T. Rowe Price
          CARMEN  F. DEYESU, Treasurer--Vice  President, T. Rowe  Price, T.
          Rowe Price Services, Inc., and T. Rowe Price Trust Company 
          DAVID S. MIDDLETON, Controller--Vice President, T. Rowe Price, T.
          Rowe Price Services, Inc., and T. Rowe Price Trust Company
          ROGER L.  FIERY, Assistant  Vice President--Vice  President, Rowe
          Price-Fleming International, Inc.  
          LAURA MCAREE, Assistant Vice President--Assistant Vice President,
          T.  Rowe  Price; formerly  (4/90-11/90)  trader, Boeing  Company,
          Seattle, Washington  and (8/87-3/90)  financial analyst,  Harvard
          Management Company, Boston, Massachusetts 
          HUGH  D.  MCGUIRK,   Assistant  Vice  President--Assistant   Vice
          President, T. Rowe Price;  formerly (1987-1989) account marketing
          representative, IBM, (summer of 1990) summer associate in capital
          markets,  Goldman  Sachs  & Company,  and  (1991-1993)  municipal
          underwriter, Alex. Brown & Sons, Inc., Baltimore, Maryland
          +++THEODORE E. ROBSON, Assistant Vice President--Employee, T. 
          Rowe Price
          EDWARD T. SCHNEIDER, Assistant Vice President--Vice President, T.















          Rowe Price Services, Inc.
          WILLIAM  F. SNIDER, Assistant  Vice President--Employee,  T. Rowe
          Price
          INGRID  I. VORDEMBERGE,  Assistant  Vice President--Employee,  T.
          Rowe Price

          +Mr. Reynolds  is  President and  Trustee of  the State  Tax-Free
          Income  Trust and  Vice President and  Trustee of  the California
          Tax-Free Income Trust.
          ++Ms. Miller is President of the California Tax-Free Income Trust
          and Executive Vice President of the State Tax-Free Income Trust.
          +++Mr. Robson  is an Assistant  Vice President of the  State Tax-
          Free 

          PAGE 62
          Income Trust only.

                      Each  Trust's   Executive  Committee,   comprised  of
          Messrs. Collins, Reynolds, and Riepe,  has been authorized by its
          Board of Trustees to  exercise all powers of the Board  to manage
          the Funds in the intervals  between meetings of the Board, except
          the powers prohibited by statute from being delegated.  

                           PRINCIPAL HOLDERS OF SECURITIES

               As of the date of  the prospectus, the officers and trustees
          of the Funds, as a group,  owned less than 1% of the  outstanding
          shares of each Fund.

               As of November 1, 1994, the following shareholder of the New
          York  Money  Fund   beneficially  owned  more  than  5%   of  the
          outstanding shares of beneficial interest of the Fund:

               Coleman M.  Brandt and Grace L. Brandt JT TEN, 330 West 72nd
          Street, Apt. 10A, New York, New York 10023-2649.

               H. Mark Glasberg  and Paula D. Glasberg, Jt.  Ten., 205 West
          End Avenue, New York, New York 10023-4804.


                            INVESTMENT MANAGEMENT SERVICES

          Services

                      Under  the  Management  Agreement  with  each   Trust
          relating  to its  Funds, T.  Rowe Price  provides each  Fund with
          discretionary investment  services.  Specifically, T.  Rowe Price
          is responsible for  supervising and directing the  investments of
          each  Fund in accordance  with each Fund's  investment objective,
          program, and restrictions  as provided in its prospectus and this
          Statement  of Additional  Information.   T.  Rowe  Price is  also















          responsible  for effecting all security transactions on behalf of
          each Fund,  including the  allocation of  principal business  and
          portfolio  brokerage  and  the negotiation  of  commissions.   In
          addition to these services, T. Rowe Price provides each Fund with
          certain  administrative  services,  including:  maintaining  each
          Trust's  existence and  records; registering and  qualifying each
          Fund's  shares of  beneficial interest  under  federal and  state
          laws; monitoring  the financial,  accounting, and  administrative
          functions  of  each  Fund; maintaining  liaison  with  the agents
          employed by each Trust such  as the Funds' custodian and transfer
          agent; assisting the  Funds in the  coordination of such  agents'
          activities; and  permitting T. Rowe  Price employees to  serve as
          officers,  trustees, and committee  members of the  Funds without
          cost to the Funds.


          PAGE 63
                      The Management  Agreements also provide  that T. Rowe
          Price,  its directors,  officers,  employees,  and certain  other
          persons performing specific functions for the  Funds will only be
          liable  to   the  Funds   for  losses   resulting  from   willful
          misfeasance, bad faith, gross  negligence, or reckless  disregard
          of duty.  

          Management Fee

                      Each Fund pays T. Rowe Price a fee ("Fee") which 
          consists of two components:  a Group Management Fee ("Group Fee")
          and an Individual Fund Fee ("Fund Fee").  The Fee is paid monthly
          to T. Rowe Price on the first business day of the next succeeding
          calendar month and is calculated as described below.

                      The  monthly Group Fee  ("Monthly Group Fee")  is the
          sum of the daily Group  Fee accruals ("Daily Group Fee Accruals")
          for  each month.  The Daily Group  Fee Accrual for any particular
          day is computed by multiplying the Price Funds' group fee accrual
          as determined below  ("Daily Price Funds' Group  Fee Accrual") by
          the ratio of  each Fund's net assets  for that day to  the sum of
          the aggregate net  assets of the Price  Funds for that day.   The
          Daily Price  Funds' Group Fee  Accrual for any particular  day is
          calculated by multiplying the fraction of one (1) over the number
          of calendar days in the year by the annualized Daily Price Funds'
          Group Fee Accrual  for that day as determined  in accordance with
          the following schedule:                     

                                     Price Funds'
                                Annual Group Base Fee
                            Rate for Each Level of Assets
                            _____________________________

                                   0.480%  First $1 billion















                                   0.450%  Next $1 billion
                                   0.420%  Next $1 billion
                                   0.390%  Next $1 billion
                                   0.370%  Next $1 billion
                                   0.360%  Next $2 billion
                                   0.350%  Next $2 billion
                                   0.340%  Next $5 billion
                                   0.330%  Next $10 billion
                                   0.320%  Next $10 billion
                                   0.310%  Thereafter

                      For the  purpose of  calculating the  Group Fee,  the
          Price Funds include  all the mutual funds distributed  by T. Rowe
          Price Investment Services, Inc. (excluding T. Rowe Price Spectrum
          Fund, Inc. and any institutional  or private label mutual funds).
          For the purpose  of calculating the Daily Price  Funds' Group Fee
          Accrual for any particular day, the net assets of each Price Fund
          are 

          PAGE 64
          determined in  accordance with each  Fund's prospectus as  of the
          close of business on the previous business day on which the  Fund
          was open for business.

                      The monthly Fund Fee ("Monthly Fund Fee")  is the sum
          of the  daily Fund Fee  accruals ("Daily Fund Fee  Accruals") for
          each month.  The Daily Fund Fee Accrual for any particular day is
          computed by multiplying  the fraction of one (1)  over the number
          of calendar days in  the year by the individual Fund  Fee Rate of
          0.10%  (0.05%  for  the Florida  Insured  Intermediate  Fund) and
          multiplying this product by the net assets  of each Fund for that
          day, as determined in accordance with each Fund's prospectus as 
          of the close of  business on the  previous business day on  which
          the Funds were open for business.

                      The following chart sets  forth the total  management
          fees, if any, paid to  T. Rowe Price by the Funds for  the fiscal
          years ended February  28, 1994, February  28, 1993, and  February
          29, 1992:

                 New York Money             New York Bond

                 1994 $77,000               1994  $410,000
                 1993  56,429               1993   240,464
                 1992  61,325               1992   150,439


                 California Money           California Bond

                 1994 $127,000              1994  $575,000
                 1993   96,485              1993   405,811















                 1992  161,645              1992   299,260


                 Maryland Bond              Maryland Short-Term Bond

                 1994 $3,517,000            1994  $59,000
                 1993  2,644,367            1993    0+
                 1992  1,811,754            1992    *


                 Virginia Bond              New Jersey Bond

                 1994 $532,000              1994  $87,000
                 1993  168,131              1993    0+
                 1992   0+                  1992    0+




                 PAGE 65
                 Florida Tax-Free           Georgia Bond

                 1994 +                           1994+
                 1993 *                           1993*
                 1992 *                           1992*

                 +Due to  effect of expense limitation discussed below, the
                 Florida Tax-Free  and Georgia  Bond Funds  did not  pay T.
                 Rowe Price an investment management fee.
                 *Prior to commencement of operations.

          Limitation on Fund Expenses

          All Funds

               The  Management Agreements  between each  Fund  and T.  Rowe
          Price  provides that  each Fund  will  bear all  expenses of  its
          operations not specifically assumed  by T. Rowe Price.   However,
          in compliance with certain state regulations, T. Rowe  Price will
          reimburse  each Fund for any expenses (excluding interest, taxes,
          brokerage, other expenditures which are capitalized in accordance
          with generally accepted accounting principles, and  extraordinary
          expenses) which in  any year exceed the limits  prescribed by any
          state  in  which  that  Fund's  shares  are  qualified  for sale.
          Currently, the  State Tax-Free Income Trust has not qualified any
          Fund's shares for sale in any state which prescribes such expense
          ratio limitations.  However, the California Tax-Free Income Trust
          is subject to the most restrictive expense limitation  imposed by
          any state, which is 2.5% of the first $30 million of  each Fund's
          average  daily net assets, 2.0%  of the next  $70 million of each
          Fund's assets, and  1.5% of net assets in excess of $100 million.















          For  the purpose  of determining  whether a  Fund is  entitled to
          reimbursement,  the  expenses of  the  Fund are  calculated  on a
          monthly  basis.   If a  Fund is  entitled to  reimbursement, that
          month's management  fee will  be reduced or  postponed, with  any
          adjustment made after the end of the year.

          New York and California Funds

               Effective November 1,  1989 for the Bond Funds  and March 1,
          1990 for the Money Funds, T. Rowe Price agreed to waive  its fees
          and  bear  any expenses  through February  28, 1994,  which would
          cause  each Fund's  ratio of  expenses to  average net  assets to
          exceed 0.80%.

               Effective November 7, 1990, T. Rowe Price agreed to waive 
          its fees and bear any expenses through February 28, 1993,  to the
          extent  such fees  or expenses  would cause  the Funds'  ratio of
          expenses  to average  net assets  to exceed  0.55% for  the Money
          Funds and 0.60% for the Bond Funds.  Effective March 1,  1993, T.
          Rowe 

          PAGE 66
          Price agreed to extend the Money Funds' 0.55% and the Bond Funds'
          0.60%  expense limitations  for  a period  of  two years  through
          February 28, 1995.  Fees waived or expenses paid or assumed under
          each agreement are  subject to reimbursement to T.  Rowe Price by
          the Funds whenever the expense ratio is below 0.55% for the Money
          Funds and  0.60% for  the Bond  Funds; however,  no reimbursement
          will be made after February 28, 1995 (for the first agreement) or
          February  28, 1997  (for the  second  agreement) or  if it  would
          result in  the expense ratio  exceeding 0.55% for the  Money Fund
          and 0.60% for the Bond Funds.

                 Pursuant  to  the  present  expense  limitations  for  the
          California  Bond  and   Money  Funds,   $106,000  and   $177,000,
          respectively, of  management fees were  not accrued for  the year
          ended   February  28,  1994  and  $412,000  and  $532,000  remain
          unaccrued from prior  periods for the  California Bond and  Money
          Funds,  respectively.     Pursuant  to   these  present   expense
          limitations, $146,000 and $170,000 of management fees for the New
          York Bond and Money Funds, respectively, were not accrued for the
          year ended  February 28,  1994 and  $444,000 and  $640,000 remain
          unaccrued  from prior  periods for  the New  York Bond  and Money
          Funds, respectively.    Subject to  shareholder  approval,  these
          expenses may  be reimbursed to  T. Rowe Price, provided  that the
          recapture  of fees  would  not  cause the  ratio  of expenses  to
          average  net   assets  to  exceed  the   above-mentioned  ratios.
          Pursuant to a past expense limitation, $38,000 of  unaccrued fees
          for  the California  Bond Fund  have  been permanently  waived at
          February 28,  1994.    Pursuant to  a  past  expense  limitation,
          $79,000 and $23,000 of unaccrued fees  for the New York Bond  and















          Money  Funds,  respectively,  have  been  permanently  waived  at
          February 28, 1994.

          Maryland Short-Term Tax-Free Bond Fund

               In the interest of limiting  the expenses of the Fund during
          its initial  period of  operations, T. Rowe  Price has  agreed to
          waive its fees  and bear any expenses through  February 28, 1995,
          to the extent such fees or expenses  would cause the Fund's ratio
          of expenses to average net assets to exceed 0.65%.   However, any
          fees waived or expenses paid or assumed by T. Rowe Price pursuant
          to  this expense ratio limitation is  subject to reimbursement by
          the Fund to T.  Rowe Price whenever the  Fund's expense ratio  is
          below  0.65%, provided, that no  such reimbursement shall be made
          to  T.  Rowe  Price  after   February  28,  1997,  and  any  such
          reimbursement shall  only be made to the  extent that it does not
          result  in the  Fund's aggregate  expenses  exceeding an  expense
          ratio limitation  of 0.65%  The Management Agreement also provide
          that one  or more additional  expense limitation periods  (of the
          same or different time periods) may be implemented after the 
          expiration of the current one on February 28, 1995, and that with
          respect to any such additional limitation period, the Fund may 

          PAGE 67
          reimburse  T. Rowe  Price, provided  the  reimbursement does  not
          result in the  Fund's aggregate expense exceeding  the additional
          expense  limitation.  Pursuant to its present expense limitation,
          $146,000  of management  fees were  not accrued  by the  Maryland
          Short-Term  Fund   for  the   year  ended   February  28,   1994.
          Additionally, $11,000  of unaccrued  fees and  expenses from  the
          prior period are subject to future reimbursement.

          Virginia Tax-Free and New Jersey Funds

               In the interest of limiting the expenses of each Fund during
          its initial periods of operations,  T. Rowe Price agreed to waive
          its fees and bear any expenses through February  28, 1993, to the
          extent such  fees or  expenses would cause  each Fund's  ratio of
          expenses to average net assets  to exceed 0.65%.  Effective March
          1, 1993, T. Rowe Price agreed to extend each Fund's 0.65% expense
          limitation for a  period of two years through  February 28, 1995.
          Fees waived or expenses paid  or assumed under each agreement are
          subject to reimbursement to T. Rowe Price by the Funds whenever a
          Fund's expense ratio is below 0.65%; however, no reimbursement 
          will be made after February 28, 1995 (for the first agreement) or
          February  28, 1997  (for the  second agreement),  or if  it would
          result  in  the expense  ratio exceeding  0.65%.   The Management
          Agreement  also  provides  that one  or  more  additional expense
          limitation  periods (of  the same  or  different levels  and time
          periods)  may be implemented after  the expiration of the current
          one on  February 28,  1995, and  that with  respect  to any  such















          additional  limitation period,  the Fund  may  reimburse T.  Rowe
          Price, provided the reimbursement  does not result in  the Fund's
          aggregate expense  exceeding the  additional expense  limitation.
          Pursuant to the past and present expense limitations, $144,000 of
          management fees  were not accrued by the  New Jersey Fund for the
          year ended February  28, 1994.  Pursuant to  Virginia Bond Fund's
          present  expense limitation, $119,000 of management fees were not
          accrued  by  the Fund  for  the  year  ended February  28,  1994.
          Additionally,  $260,000  and  $292,000  of  unaccrued   fees  and
          expenses for  the New  Jersey and  Virginia Funds,  respectively,
          from  the prior  period  are  subject  to  reimbursement  through
          February 28, 1995.

          Georgia Fund

                 In the  interest  of limiting  the  expenses of  the  Fund
          during its initial period of  operations, T. Rowe Price agreed to
          waive its fees  and bear any expenses through  February 28, 1995,
          to the extent such fees or  expenses would cause the Fund's ratio
          of expenses to average  net assets to exceed 0.65%.   Fees waived
          or expenses paid  or assumed under this agreement  are subject to
          reimbursement to  T. Rowe Price  by the Fund whenever  the Fund's
          expense  ratio is below 0.65%;  however, no reimbursement will be
          made  after  February 28,  1997, or  if  it would  result  in the
          expense ratio exceeding 0.65%.  PAGE 68
          The  Management  Agreement   also  provides  that  one   or  more
          additional expense limitation  periods (of the same  or different
          levels and time periods) may  be implemented after the expiration
          of the current one on February 28, 1995, and that with respect to
          any such additional limitation period, the Fund may  reimburse T.
          Rowe Price,  provided the  reimbursement does not  result in  the
          Fund's  aggregate  expense   exceeding  the  additional   expense
          limitation.  Pursuant to the present expense limitations, $56,000
          of management fees for the Georgia Bond Fund were not accrued for
          the 11 months ended  February 28, 1994, and $63,000 of other Fund
          expenses for  the Georgia Bond Fund  were borne by T.  Rowe Price
          and are subject to future reimbursement.

          Florida Fund

                 In  the  interest of  limiting  the expenses  of  the Fund
          during its initial period of  operations, T. Rowe Price agreed to
          waive its fees  and bear any expenses through  February 28, 1995,
          to the extent such fees or expenses would cause the Fund's  ratio
          of expenses to average net  assets to exceed 0.60%.   Fees waived
          or expenses paid or assumed under this agreement are subject to 
          reimbursement to  T. Rowe Price  by the Fund whenever  the Fund's
          expense  ratio is below 0.60%; however,  no reimbursement will be
          made  after  February 28,  1997,  or if  it  would result  in the
          expense ratio  exceeding 0.60%.   The  Management Agreement  also
          provides that one  or more additional expense  limitation periods















          (of  the  same or  different  levels  and  time periods)  may  be
          implemented after the expiration  of the current one  on February
          28, 1995, and that with respect to any such additional limitation
          period,  the  Fund may  reimburse  T.  Rowe  Price, provided  the
          reimbursement does  not result  in the  Fund's aggregate  expense
          exceeding the  additional expense  limitation.   Pursuant to  the
          present  expense limitation, $77,000  of management fees  for the
          Florida Insured  Fund were  not accrued for  the 11  months ended
          February 28,  1994, and  $53,000 of other  Fund expenses  for the
          Florida Insured Fund were borne by T. Rowe Price  and are subject
          to future reimbursement.

          Virginia Short-Term Bond Fund
                 In  the  interest of  limiting  the expenses  of  the Fund
          during its initial period of operations, T. Rowe Price has agreed
          to  waive its  fees and  bear any  expenses through  February 28,
          1996,  to the extent such fees or expenses would cause the Fund's
          ratio  of  expenses  to  average  net  assets  to  exceed  0.65%.
          However, any fees  waived or expenses paid or assumed  by T. Rowe
          Price pursuant to  this expense  ratio limitation  is subject  to
          reimbursement by  the Fund to  T. Rowe Price whenever  the Fund's
          expense   ratio  is   below  0.65%,   provided,   that  no   such
          reimbursement shall be  made to T. Rowe Price  after February 28,
          1998, and any such reimbursement shall only be made to the extent
          that  it  does  not  result  in  the  Fund's  aggregate  expenses
          exceeding an expense ratio limitation of 

          PAGE 69
          0.65%  


                              DISTRIBUTOR FOR THE TRUSTS

                      T. Rowe  Price Investment Services,  Inc. (Investment
          Services),  a   Maryland  corporation   formed  in   1980  as   a
          wholly-owned  subsidiary  of   T.  Rowe  Price,  serves   as  the
          distributor of each Trust.   Investment Services is registered as
          a broker-dealer under the Securities  Exchange Act of 1934 and is
          a member of the National Association of Securities  Dealers, Inc.
          The  offering of shares of beneficial interest pertaining to each
          Fund is continuous.

                      Investment Services is located at the same address as
          the Trusts and T. Rowe Price Associates -- 100 East Pratt Street,
          Baltimore, Maryland 21202.

                      Investment  Services  serves  as  distributor to  the
          Trusts  pursuant  to  an  Underwriting  Agreement  ("Underwriting
          Agreement"), which provides that each  Fund will pay all fees and
          expenses  in connection  with:  registering  and  qualifying  its
          shares under the various state "blue sky" laws; preparing, 















          setting  in  type,  printing, and  mailing  its  prospectuses and
          reports  to  shareholders;  and  issuing  its  shares,  including
          expenses of confirming purchase orders.

                      The Underwriting  Agreement provides  that Investment
          Services  will pay  all  fees and  expenses  in connection  with:
          printing and distributing prospectuses and reports for use in 
          offering and  selling Fund  shares; preparing,  setting in  type,
          printing,  and  mailing  all  sales  literature and  advertising;
          Investment  Services'  federal  and   state  registrations  as  a
          broker-dealer; and offering  and selling Fund shares,  except for
          those  fees and  expenses  specifically  assumed  by  the  Funds.
          Investment Services' expenses are paid by T. Rowe Price.

                      Investment Services acts  as the agent of  the Trusts
          in connection with the sale of the Funds' shares in all states in
          which the  shares are qualified and in  which Investment Services
          is   qualified  as  a  broker-dealer.    Under  the  Underwriting
          Agreement,  Investment Services accepts orders for Fund shares at
          net asset value.   No sales charges are paid by  investors or the
          Funds.   

                                      CUSTODIAN

                      State Street Bank  and Trust Company (the  "Bank") is
          the custodian  for each Fund's  securities and cash, but  it does
          not participate  in the Funds' investment decisions.  Each Trust,
          on  behalf of  the  Funds,  has authorized  the  Bank to  deposit
          certain  portfolio securities  in central  depository  systems as
          allowed by 

          PAGE 70
          Federal law.   In addition, the Funds are  authorized to maintain
          certain of  its securities,  in particular  variable rate  demand
          notes,  in uncertificated form in the proprietary deposit systems
          of various  dealers in  municipal securities.    The Bank's  main
          office is 225 Franklin Street, Boston, Massachusetts 02110.   

                                    CODE OF ETHICS

                 The Fund's  investment  adviser  (T.  Rowe  Price)  has  a
          written Code  of Ethics  which requires  all employees  to obtain
          prior  clearance  before  engaging  in  any  personal  securities
          transactions.    In  addition, all  employees  must  report their
          personal  securities  transactions  within   ten  days  of  their
          execution.     Employees  will   not  be   permitted  to   effect
          transactions in a  security:  If there are  pending client orders
          in  the security; the  security has been  purchased or  sold by a
          client   within  seven  calendar  days;  the  security  is  being
          considered for purchase for a client; a change has occurred in T.
          Rowe  Price's rating  of the  security within  five days;  or the















          security  is  subject  to  internal  trading  restrictions.    In
          addition,  employees are prohibited  from engaging  in short-term
          trading  (e.g., purchases and  sales involving the  same security
          within 60 days).  Any material violation of the Code of Ethics is
          reported to the  Board of the Fund.   The Board also  reviews the
          administration of the Code of Ethics on an annual basis.


                                PORTFOLIO TRANSACTIONS

          Investment or Brokerage Discretion

                 Decisions  with  respect  to  the  purchase  and  sale  of
          portfolio securities  on behalf of the  Fund are made by  T. Rowe
          Price.  T. Rowe Price  is also responsible for implementing these
          decisions,  including  the  negotiation  of  commissions and  the
          allocation  of portfolio brokerage  and principal business.   The
          Fund's purchases and  sales of portfolio securities  are normally
          done  on a principal  basis and do  not involve the  payment of a
          commission although they  may involve the designation  of selling
          concessions.   That part of the  discussion below relating solely
          to brokerage commissions  would not normally apply to  the Funds.
          However,  it is  included because  T.  Rowe Price  does manage  a
          significant number of common stock  portfolios which do engage in
          agency transactions and pay commissions and because some research
          and services  resulting from the payment of  such commissions may
          benefit the Fund.

          How Brokers and Dealers are Selected

                 Fixed Income Securities

                 Fixed income securities are generally purchased from the 

          PAGE 71
          issuer or  a primary  market-maker acting  as  principal for  the
          securities on  a net  basis, with  no brokerage  commission being
          paid by the client although the price usually includes an 
          undisclosed compensation.   Transactions  placed through  dealers
          serving as primary  market-makers reflect the spread  between the
          bid  and asked  prices.   Securities may  also be  purchased from
          underwriters at prices which include underwriting fees.

                 T. Rowe  Price may effect principal transactions on behalf
          of  the Fund  with a  broker  or dealer  who furnishes  brokerage
          and/or research services, designate any  such broker or dealer to
          receive selling  concessions, discounts  or other  allowances, or
          otherwise deal with any such  broker or dealer in connection with
          the  acquisition of securities  in underwritings.   T. Rowe Price
          may  receive brokerage and  research services in  connection with
          such designations in fixed price underwritings.















          How  Evaluations  are  Made  of  the  Overall  Reasonableness  of
          Brokerage Commissions Paid

                 On  a continuing basis,  T. Rowe Price  seeks to determine
          what levels of commission rates are reasonable in the marketplace
          for transactions executed  on behalf of the Fund.   In evaluating
          the  reasonableness of commission rates, T. Rowe Price considers:
          (a) historical commission rates, both before and since rates have
          been  fully  negotiable;  (b)  rates  which  other  institutional
          investors  are paying, based on available public information; (c)
          rates quoted by brokers and dealers; (d) the size of a particular
          transaction, in terms of the number of shares, dollar amount, and
          number  of clients involved;  (e) the complexity  of a particular
          transaction in terms  of both execution  and settlement; (f)  the
          level  and type of  business done with  a particular  firm over a
          period of time; and (g) the extent to which the broker  or dealer
          has capital at risk in the transaction.

          Description  of  Research  Services  Received  from  Brokers  and
          Dealers

                 T. Rowe Price  receives a wide range of  research services
          from brokers and  dealers.  These services include information on
          the  economy,   industries,  groups  of   securities,  individual
          companies,  statistical  information,   accounting  and  tax  law
          interpretations,  political   developments,  legal   developments
          affecting portfolio securities, technical market action,  pricing
          and  appraisal   services,  credit  analysis,   risk  measurement
          analysis,  performance   analysis  and   analysis  of   corporate
          responsibility  issues.  These services provide both domestic and
          international  perspective.     Research  services  are  received
          primarily  in the  form of  written  reports, computer  generated
          services, telephone contacts and  personal meetings with security
          analysts.  In addition, such services may be provided in the form
          of meetings arranged with 

          PAGE 72
          corporate  and industry  spokespersons, economists,  academicians
          and government representatives.  In some cases, research services
          are generated by  third parties but are provided to T. Rowe Price
          by or through broker-dealers.

                 Research services  received from  brokers and dealers  are
          supplemental  to T.  Rowe Price's own  research effort  and, when
          utilized,  are   subject  to   internal  analysis   before  being
          incorporated by T. Rowe  Price into its investment process.  As a
          practical matter, it  would not be possible for T.  Rowe Price to
          generate all of the information presently provided by brokers and
          dealers.  T.  Rowe Price pays cash for  certain research services
          received from  external sources.   T.  Rowe Price also  allocates
          brokerage for  research services  which are  available for  cash.















          While receipt of  research services from brokerage  firms has not
          reduced  T. Rowe Price's normal research activities, the expenses
          of T. Rowe Price could be materially increased if it attempted to
          generate such additional  information through its own staff.   To
          the extent  that  research  services of  value  are  provided  by
          brokers or  dealers, T.  Rowe Price may  be relieved  of expenses
          which it might otherwise bear. 

                 T.  Rowe Price  has a  policy of not  allocating brokerage
          business in return for products or services other than brokerage
          or  research  services.   In  accordance with  the  provisions of
          Section 28(e)  of the  Securities Exchange Act  of 1934,  T. Rowe
          Price may from  time to time receive services  and products which
          serve  both research and non-research  functions.  In such event,
          T. Rowe Price makes a good faith determination of the anticipated
          research and  non-research  use of  the  product or  service  and
          allocates brokerage only with respect to the research component.

          Commissions to Brokers who Furnish Research Services

                 Certain brokers and dealers who  provide quality brokerage
          and  execution services also furnish research services to T. Rowe
          Price.  With  regard to the payment of  brokerage commissions, T.
          Rowe  Price has adopted  a brokerage allocation  policy embodying
          the concepts of  Section 28(e) of the Securities  Exchange Act of
          1934, which permits an investment  adviser to cause an account to
          pay commission rates in excess  of those another broker or dealer
          would have  charged for  effecting the  same transaction,  if the
          adviser  determines  in good  faith that  the commission  paid is
          reasonable in relation to the value of the brokerage and research
          services provided.   The determination may be viewed  in terms of
          either  the  particular  transaction  involved  or  the   overall
          responsibilities of the adviser with respect to the accounts over
          which  it exercises investment discretion.  Accordingly, while T.
          Rowe  Price  cannot   readily  determine  the  extent   to  which
          commission  rates or net prices charged by broker-dealers reflect
          the value of their 

          PAGE 73
          research services,  T.  Rowe Price  would  expect to  assess  the
          reasonableness of commissions in light of the total brokerage and
          research services  provided by each  particular broker.   T. Rowe
          Price may  receive  research, as  defined  in Section  28(e),  in
          connection with  selling  concessions and  designations in  fixed
          price offerings in which the Funds participate.

          Internal Allocation Procedures

                 T.  Rowe  Price  has  a  policy  of  not  precommitting  a
          specific  amount of  business to  any broker  or dealer  over any
          specific  time period.   Historically, the majority  of brokerage















          placement  has  been  determined  by  the  needs  of  a  specific
          transaction such  as market-making,  availability of  a buyer  or
          seller of a particular security, or specialized execution skills.
          However, T. Rowe Price does have an internal brokerage allocation
          procedure  for that portion of its discretionary client brokerage
          business where special needs do  not exist, or where the business
          may be allocated among several  brokers or dealers which are able
          to meet the needs of the transaction.

                 Each year, T. Rowe Price  assesses the contribution of the
          brokerage and research  services provided by brokers  or dealers,
          and attempts to  allocate a portion of its  brokerage business in
          response  to these  assessments.  Research  analysts, counselors,
          various investment committees,  and the  Trading Department  each
          seek to evaluate the brokerage and research services they receive
          from brokers or  dealers and make  judgments as to  the level  of
          business  which  would  recognize such  services.    In addition,
          brokers  or dealers  sometimes suggest  a level of  business they
          would like  to receive  in return for  the various  brokerage and
          research services they provide.  Actual brokerage received by any
          firm  may be  less than  the suggested  allocations but  can, and
          often does, exceed the suggestions, because the total business is
          allocated on the basis of all the considerations described above.
          In no case is a broker or dealer excluded from receiving business
          from  T.  Rowe  Price  because  it has  not  been  identified  as
          providing research services.

          Miscellaneous


                 T.   Rowe   Price's   brokerage   allocation   policy   is
          consistently  applied to  all  its fully  discretionary accounts,
          which  represent a  substantial  majority  of  all  assets  under
          management.   Research services  furnished by brokers  or dealers
          through which T.  Rowe Price effects securities  transactions may
          be used in  servicing all accounts (including  non-Fund accounts)
          managed by T. Rowe Price.  Conversely, research services received
          from brokers or dealers  which execute transactions for  the Fund
          are  not  necessarily  used  by  T.  Rowe  Price  exclusively  in
          connection with the management of the Fund.

          PAGE 74
                 From  time  to  time,  orders for  clients  may  be placed
          through a  computerized transaction  network. The  Fund does  not
          allocate business to any broker-dealer  on the basis of its sales
          of  the Fund's shares.  However, this  does not mean that broker-
          dealers  who  purchase Fund  shares  for their  clients  will not
          receive business from the Fund.

                 Some of  T.  Rowe Price's  other  clients have  investment
          objectives and programs  similar to those of  the Fund.   T. Rowe















          Price  may  occasionally  make recommendations  to  other clients
          which  result   in   their  purchasing   or  selling   securities
          simultaneously  with the  Fund.    As a  result,  the demand  for
          securities being purchased or the supply of securities being sold
          may increase, and this could have an adverse effect on  the price
          of those securities.  It is  T. Rowe Price's policy not to  favor
          one client over another in  making recommendations or in  placing
          orders.    T.  Rowe  Price  frequently  follows  the  practice of
          grouping  orders of various clients for execution which generally
          results in  lower commission  rates being  attained.   In certain
          cases,  where the  aggregate order  is  executed in  a series  of
          transactions at various prices on a given day, each participating
          client's proportionate share  of such order reflects  the average
          price paid or received with respect to  the total order.  T. Rowe
          Price has  established a general  investment policy that  it will
          ordinarily not make  additional purchases of a common  stock of a
          company for its  clients (including the T. Rowe  Price Funds) if,
          as a  result of  such purchases, 10%  or more of  the outstanding
          common stock of such company would be held by its clients  in the
          aggregate.

                 To  the  extent  possible,   T.  Rowe  Price  intends   to
          recapture solicitation fees paid in connection with tender offers
          through  T.  Rowe  Price Investment  Services,  Inc.,  the Fund's
          distributor.    At the  present  time,  T.  Rowe Price  does  not
          recapture commissions or underwriting  discounts or selling group
          concessions in  connection with  taxable  securities acquired  in
          underwritten offerings.  T. Rowe  Price does, however, attempt to
          negotiate elimination of  all or a  portion of the  selling-group
          concession or  underwriting discount  when purchasing  tax-exempt
          municipal securities  on behalf  of its  clients in  underwritten
          offerings.

          Other

                 The  Funds  engaged  in  portfolio  transactions involving
          broker-dealers  in the  following amounts  for  the fiscal  years
          ended  February  28, 1994,  February 28,  1993, and  February 29,
          1992:

                                      1994         1993        1992

          New York Tax-Free
            Money Fund           $314,975,000 $347,427,000 $299,660,921

          PAGE 75
          New York Tax-Free
            Bond Fund             443,455,000  190,586,907  164,550,541
          California Tax-Free
            Money Fund            142,908,000  500,683,740  397,543,189
          California Tax-Free















            Bond Fund             544,865,000  348,247,460  322,295,244
          Maryland Tax-Free
            Bond Fund             815,516,000  743,400,957  626,731,719
          Maryland Short-Term
            Tax-Free Bond         232,994,000  34,180,169+           **
          Virginia Tax-Free
            Bond Fund             477,407,000  325,426,540  153,467,552++
          New Jersey Tax-Free
            Bond Fund             201,915,000  164,425,076   59,350,772++
          Georgia Tax-Free
            Bond Fund            112,606,000*           **           **
          Florida Insured
            Intermediate 
            Tax-Free Fund        142,908,000*           **           **

                 The following amounts  consisted of principal transactions
          as to which the Funds have no  knowledge of the profits or losses
          realized  by the respective  broker-dealers for the  fiscal years
          ended  February 28,  1994, February  28, 1993,  and February  29,
          1992:

                                      1994         1993        1992

          New York Tax-Free
            Money Fund           $314,975,000 $343,371,806 $299,660,921
          New York Tax-Free
            Bond Fund             413,748,000  176,478,095  160,348,191
          California Tax-Free
            Money Fund            340,724,000  500,683,740  397,543,189
          California Tax-Free
            Bond Fund             492,219,000  335,622,104  321,362,444
          Maryland Tax-Free
            Bond Fund             667,535,000  691,453,707  625,978,367
          Maryland Short-Term
            Tax-Free Bond Fund    221,759,000  33,681,314+           **
          Virginia Tax-Free
            Bond Fund             430,706,000  318,014,247  151,864,022++
          New Jersey Tax-Free
            Bond Fund             192,008,000  162,241,723   58,359,257++
          Georgia Tax-Free
            Bond Fund             108,245,000            *           ****
          Florida Insured
            Intermediate 
            Tax-Free Fund         136,112,000            *           ****
            
                     The following amounts involved trades with brokers 

          PAGE 76
          acting as  agents  or underwriters  for  the fiscal  years  ended
          February 28, 1994, February 28, 1993, and February 29, 1992:
















                                      1994         1993        1992

          New York Tax-Free
            Money Fund                   $  0   $4,055,019      $  0   
          New York Tax-Free
            Bond Fund              29,707,000   14,108,812    4,202,350
          California Tax-Free
            Money Fund                      0            0            0
          California Tax-Free
            Bond Fund              52,646,000   12,625,356      932,800
          Maryland Tax-Free
            Bond Fund             147,981,000   51,947,250      736,464
          Maryland Short-Term
            Tax-Free Bond Fund     11,235,000     498,855+           **
          Virginia Tax-Free
            Bond Fund              46,702,000    7,412,293  1,603,530++
          New Jersey Tax-Free
            Bond Fund               9,907,000    2,183,353    991,515++
          Georgia Tax-Free
            Bond Fund              4,360,000*           **           **
          Florida Insured
            Intermediate 
            Tax-Free Fund          6,796,000*           **             **

                       The following  amounts involved trades  with brokers
          acting as agents or underwriters, in which such brokers  received
          total  commissions, including  discounts  received in  connection
          with underwritings for the fiscal  years ended February 28, 1994,
          February 28, 1993, and February 29, 1992:

                                            1994       1993        1992

          New York Tax-Free Money Fund     $    0   $  8,938      $    0
          New York Tax-Free Bond Fund     150,000     99,728      31,662
          California Tax-Free Money Fund        0          0           0
          California Tax-Free Bond Fund   323,000     88,219      14,089
          Maryland Tax-Free Bond Fund     990,000    271,901      16,887
          Maryland Short-Term Tax-Free     55,000      2,500 +        **
           Bond Fund
          Virginia Tax-Free Bond Fund     332,000     50,088    14,002++
          New Jersey Tax-Free Bond Fund    70,000     17,700     7,500++
          Georgia Tax-Free Bond Fund       25,000 *       **          **
          Florida Insured Intermediate     64,000         **          **
           Tax-Free Fund

          *For the 11-month fiscal period ended February 28, 1994.
          **Prior to commencement of operations.

          PAGE 77
          +For the one-month fiscal period ended February 28, 1993.
          ++For the 10-month fiscal period ended February 29, 1992.















                       Of all such portfolio transactions, none were placed
          with  firms  which  provided  research,  statistical,   or  other
          services to  T. Rowe Price  in connection with the  management of
          the Funds, or in some cases, to the Funds.

                       The  portfolio turnover rates  of the Funds  for the
          fiscal years  ended  February 28,  1994, February  28, 1993,  and
          February 29, 1992, have been as follows:

                                            1994        1993       1992

          New York Tax-Free Money Fund     N/A          N/A       N/A
          New York Tax-Free Bond Fund       84.9%        41.5%     48.7% 
          California Tax-Free Money Fund   N/A          N/A       N/A
          California Tax-Free Bond Fund     73.4%        57.5%     80.3%  
          Maryland Tax-Free Bond Fund       24.3%        22.3%     21.9% 
          Maryland Short-Term               20.5%        96.9%+    **
           Tax-Free Bond Fund
          Virginia Tax-Free Bond Fund       61.8%        68.5%     76.3%++
          New Jersey Tax-Free Bond Fund     68.8%       103.3%    152.2%++
          Georgia Tax-Free Bond Fund       154.8%*       **        **
          Florida Insured Intermediate      70.6%*       **        **
           Tax-Free Fund

          *Figure is annualized and is for the 11-month fiscal period ended
          February 28, 1994.
          **Prior to commencement of operations.
          +Figure  is annualized  and is  for the  one-month fiscal  period
          ended February 28, 1993.
          ++Figure  is annualized  and  is for  the 10-month  fiscal period
          ended February 29, 1992.

                         PRICING OF SECURITIES BEING OFFERED

                      Fixed income securities  are generally traded in  the
          over-the-counter  market.     Investments   in  securities   with
          remaining maturities of one year or more are stated at fair value
          using  a  bid-side valuation  as  furnished by  dealers  who make
          markets in such securities or by an independent  pricing service,
          which  considers yield or  price of bonds  of comparable quality,
          coupon, maturity, and  type, as well as prices  quoted by dealers
          who make markets in such securities.

                    Except with respect  to certain securities held  by the
          Money Funds, securities with remaining maturities less than one 


          PAGE 78
          year  are stated  at fair value  which is  determined by  using a
          matrix system that establishes a value for each security based on
          bid-side money market yields.  Securities originally purchased by















          the Money  Funds with remaining maturities of 60 days or less are
          valued at amortized cost.   In addition, securities  purchased by
          the Money Funds  with maturities in excess of 60  days, but which
          currently have maturities of 60 days or less, are valued at their
          amortized   cost  for  the   60  days  prior   to  maturity--such
          amortization being based  on the fair value of  the securities on
          the 61st day prior to maturity.

                      For  the Bond  Funds, there  are a number  of pricing
          services available, and  the Boards of Trustees, on  the basis of
          ongoing evaluation of these services, may  use or may discontinue
          the use of any pricing service in whole or in part.

                    Assets and liabilities  for which  the above  valuation
          procedures are  inappropriate or are  deemed not to  reflect fair
          value are stated at fair value, as determined in good faith by or
          under the supervision of officers  of the Funds, as authorized by
          its Board of Trustees.

            Maintenance of New York and California Money Funds' Net Asset
          Value Per Share at $1.00

               It is the policy  of the Funds to attempt to  maintain a net
          asset value of  $1.00 per  share by rounding  to the nearest  one
          cent.  This method of valuation is commonly referred to as "penny
          rounding" and  is permitted  by  Rule 2a-7  under the  Investment
          Company Act of 1940.  Under Rule 2a-7:

               (a)     The Board of Trustees of each Fund must undertake to
                       assure, to  the extent  reasonably practical  taking
                       into account  current market conditions  affecting a
                       Fund's  investment  objectives,  that  a Fund's  net
                       asset value will not deviate from $1.00 per share;

               (b)     Each  Fund  must  (i)   maintain  a  dollar-weighted
                       average  portfolio   maturity  appropriate   to  its
                       objective of maintaining a stable price per share,
                       (ii) not  purchase any  instrument with  a remaining
                       maturity greater than 397 days (in the case  of U.S.
                       government  securities greater  than 762  days), and
                       (iii) maintain  a dollar-weighted  average portfolio
                       maturity of 90 days or less; 

               (c)     Each Fund must limit its purchase of portfolio 
                       instruments,  including  repurchase  agreements,  to
                       those  U.S. dollar-denominated  instruments which  a
                       Fund's Board of Trustees  determines present minimal
                       credit 

          PAGE 79
                       risks, and which are eligible securities  as defined















                       by  Rule 2a-7.   Eligible  securities  are generally
                       securities  which have been  rated (or  whose issuer
                       has  been  rated  or  whose  issuer  has  comparable
                       securities  rated) in or  of the two  highest rating
                       categories  by  nationally   recognized  statistical
                       rating  organizations  or,   in  the  case   of  any
                       instrument  that is not  so rated, is  of comparable
                       quality as determined by  procedures adopted by  the
                       Funds' Boards of Trustees; and

               (d)     Each Board of Trustees must determine that (i) it is
                       in the best interest of a Fund and  its shareholders
                       to maintain a stable price per share under the penny
                       rounding  method; and (ii)  a Fund will  continue to
                       use the penny  rounding method only so  long as each
                       Board  of Trustees believes  that it fairly reflects
                       the market based net asset value per share.

               Although the Funds believe that  it will be able to maintain
          its net  asset value  at $1.00 per  share under  most conditions,
          there can be no absolute assurance that it will be able to do  so
          on  a continuous basis.   If a  Fund's net asset  value per share
          declined, or was expected to decline, below $1.00 (rounded to the
          nearest  one  cent),  the  Board  of Trustees  of  a  Fund  might
          temporarily reduce or suspend dividend  payments in an effort  to
          maintain the net asset value at $1.00 per share.  As a  result of
          such  reduction or  suspension of  dividends,  an investor  would
          receive  less  income  during  a  given period  than  if  such  a
          reduction or suspension  had not taken place.   Such action could
          result in an investor
          receiving no  dividend for the  period during which he  holds his
          shares and in  his receiving, upon redemption, a  price per share
          lower than that which  he paid.  On  the other hand, if  a Fund's
          net asset value  per share were to increase,  or were anticipated
          to increase  above $1.00 (rounded  to the nearest one  cent), the
          Board  of Trustees  of a  Fund might  supplement dividends  in an
          effort to maintain the net asset value at $1.00 per share.

                              NET ASSET VALUE PER SHARE

                      The  purchase  and redemption  price  of each  Fund's
          shares is equal  to that  Fund's net  asset value  per share  (or
          share price).  Each Fund determines its net asset value per share
          by  subtracting its liabilities  (including accrued  expenses and
          dividends payable) from its total assets (the market value of the
          securities a  Fund holds  plus cash  and other  assets, including
          income accrued but  not yet received) and dividing  the result by
          the total number of shares outstanding.  The  net asset value per
          share of each  Fund is calculated as  of the close of  trading on
          the New York Stock  Exchange ("NYSE") every day the  NYSE is open
          for trading.  The NYSE PAGE 80















          is closed  on the  following days:  New Year's  Day, Washington's
          Birthday, Good Friday, Memorial Day, Independence Day, Labor Day,
          Thanksgiving Day, and Christmas Day.

                      Determination of  net asset value (and  the offering,
          sale,  redemption and  repurchase of  shares) for  a Fund  may be
          suspended at  times (a)  during which the  NYSE is  closed, other
          than customary  weekend and  holiday closings,  (b) during  which
          trading on the  NYSE is restricted (c) during  which an emergency
          exists as  a result of  which disposal  by a  Fund of  securities
          owned by it is not reasonably practicable or it is not reasonably
          practicable for a Fund fairly  to determine the value of  its net
          assets,   or  (d)  during   which  a  governmental   body  having
          jurisdiction over the Funds may by order permit such a suspension
          for  the protection  of the  Funds'  shareholders; provided  that
          applicable rules and  regulations of the Securities  and Exchange
          Commission  (or  any  succeeding  governmental  authority)  shall
          govern as  to whether the  conditions prescribed in (b),  (c), or
          (d) exist. 

                                      DIVIDENDS

                      Unless  you  elect  otherwise,   each  Fund's  annual
          capital  gain distribution,  if any,  will be  reinvested on  the
          reinvestment date  using the  NAV per  share of  that date.   The
          reinvestment date normally precedes the payment date by about  10
          days although the exact timing is subject to change.             
                                 

                                      TAX STATUS

                      Each  Fund   intends  to  qualify   as  a  "regulated
          investment  company" under Subchapter  M of the  Internal Revenue
          Code of 1986, as amended ("Code").

                      Dividends and distributions paid by the Funds are not
          eligible  for  the  dividends-received  deduction  for  corporate
          shareholders.  For tax purposes,  it does not make any difference
          whether dividends and capital gain distributions are paid in cash
          or in additional shares.  The Funds must declare dividends equal 
          to at least 90% of net tax-exempt income (as of its tax year-end)
          to  permit the pass-through of tax-exempt income to shareholders,
          98% of  capital gains  (as of  October 31)  in order  to avoid  a
          federal  excise tax  and 100%  of  capital gains  (as of  its tax
          year-end) to avoid federal income tax.

                        At the time of your purchase, each Fund's net asset
          value may reflect  undistributed capital gains or  net unrealized
          appreciation of  securities  held by  the  Funds.   A  subsequent
          distribution  to you  of such  amounts,  although constituting  a
          return of your investment, would be taxable as a capital gain 















          PAGE 81
          distribution.  For  federal income  tax purposes,  the Funds  are
          permitted to  carry forward its  net realized capital  losses, if
          any,  for eight years  and realize  net capital  gains up  to the
          amount of such losses without being required to pay taxes  on, or
          distribute such gains.  On May  31, 1994, the books of each  Fund
          indicated that the Fund's aggregate net assets included:

                                            Realized Capital   Unrealized
                                             Gains/(Losses)   Appreciation
                                            ________________  ____________

          New York Tax-Money Fund        $         (700)   $  (25,362)
          New York Tax-Free Bond Fund        (2,140,744)    4,207,155 
          California Tax-Free Money Fund        (45,949)      (18,084)
          California Tax-Free Bond Fund      (1,706,846)    2,618,873 
          Maryland Tax-Free Bond Fund        (2,648,900)   20,607,598 
          Maryland Short-Term Tax-Free
            Bond Fund                          (255,012)     (313,059)
          Virginia Tax-Free Bond Fund        (2,768,447)    1,018,385 
          New Jersey Tax-Free Bond Fund      (1,187,646)      465,803 
          Georgia Tax-Free Bond Fund           (738,995)     (340,660)
          Florida Insured Intermediate         (310,765)     (481,591)
            Tax-Free Fund

                      If, in any taxable year, a Fund should not qualify as
          a  regulated investment  company under  the Code:   (i)  the Fund
          would  be taxed at normal corporate rates on the entire amount of
          its taxable income,  if any, without  deduction for dividends  or
          other   distributions  to  shareholders   and  (ii)   the  Fund's
          distributions to  the extent  made out of  the Fund's  current or
          accumulated earnings and profits would be taxable to shareholders
          as ordinary dividends (regardless of whether they would otherwise
          have   been  considered  capital  gain  dividends  or  tax-exempt
          dividends).

                      Each year, the Funds will mail you information on the
          tax status of dividends and distributions.   The Funds anticipate
          that substantially all of its dividends to be paid will be exempt
          from federal, state, and/or city or local income taxes.  However,
          due   to  seasonal  variations   in  the  supply   of  short-term
          investments, there  may be periods  when it would not  be unusual
          for up  to 10% of the dividends of a  Fund to be derived from out
          of  state securities.   Any  such dividends  would be  subject to
          state and  local income  taxes (if  any).   If any  portion of  a
          Fund's dividends  is not  exempt from  federal income  taxes, you
          will receive a Form 1099 stating  the taxable portion.  The Funds
          will also advise you of the percentage of your dividends, if any,
          which  should be  included  in  the  computation  of  alternative
          minimum tax.
















                        Because the interest on municipal securities is tax
          exempt, any interest on money you borrow that is directly or 

          PAGE 82
          indirectly used to  purchase shares of a Fund  is not deductible.
          (See Section 265(a)(2)  of the Internal Revenue  Code.)  Further,
          entities  or  persons  who are  "substantial  users"  (or persons
          related  to   "substantial  users")  of  facilities  financed  by
          industrial  development bonds should  consult their  tax advisers
          before  purchasing shares of a Fund.   The income from such bonds
          may not be tax exempt for such substantial users.  

          Georgia Tax-Free Bond Fund

                 Investments  in  the  Fund  are  subject  to  the  Georgia
          intangible personal property  tax.  Because the Fund  is a series
          of the T. Rowe Price State Tax-Free Income Trust, a Massachusetts
          business trust, investments in the Fund are taxed at a lower rate
          than  would  be   applied  if  the  Fund  were   organized  as  a
          corporation.

          Florida Insured Intermediate Tax-Free Fund

                 Although  Florida does  not have  a state  income tax,  it
          does impose an intangible personal property tax (intangibles tax)
          on assets, including shares of  mutual funds.  This tax is  based
          on the net asset value of shares owned on January 1.

                 Under Florida law, shares of the  Fund will be exempt from
          the intangibles tax to the extent  that, on January 1, the Fund's
          assets  are solely invested in certain exempt Florida securities,
          U.S. government securities, certain  short-term cash investments,
          or other exempt securities.  If, on January 1, the Fund's  assets
          are  invested in these  tax-exempt securities and  other non-tax-
          exempt securities, only that portion of a share's net asset value
          represented by U.S. government securities will be exempt from the
          intangibles tax.  Because the Fund will make every effort to have
          its portfolio  invested exclusively  in exempt  Florida municipal
          obligations  (and other  qualifying  investments) on  January  1,
          shares of  the Fund  should be exempt  from the  intangibles tax.
          However,  under certain  circumstances, the  Fund  may invest  in
          securities other than Florida municipal obligations and there can
          be no guarantee that such  non-exempt investments would not be in
          the Fund's  portfolio on  January 1.   In  such cases,  all or  a
          portion of the value of the  Fund's shares may be subject to  the
          intangibles  tax, and  a  portion  of the  Fund's  income may  be
          subject to federal income taxes.  

                                  YIELD INFORMATION
          Bond Funds
















               From time  to time, the  Funds may advertise a  yield figure
          calculated in the following manner: 

               An income factor is calculated for each security in the 

          PAGE 83
          portfolio based upon the security's market value at the beginning
          of  the  period  and  yield  as  determined  in  conformity  with
          regulations  of  the  Securities and  Exchange  Commission.   The
          income  factors  are then  totalled  for  all securities  in  the
          portfolio.   Next, expenses  of each Fund  for the period  net of
          expected reimbursements are deducted from the income to arrive at
          net  income, which  is then  converted to  a per-share  amount by
          dividing  net income by the  average number of shares outstanding
          during the period.   The net income  per share is divided  by the
          net  asset value  on the  last  day of  the period  to  produce a
          monthly  yield which  is then annualized.   A  taxable equivalent
          yield is calculated by dividing this  yield by one minus the  sum
          of the effective federal, state,  and/or city or local income tax
          rates.  Quoted  yield factors are  for comparison purposes  only,
          and  are not intended to indicate  future performance or forecast
          the dividend per share of each Fund.

               The  yield of each Fund calculated under the above-described
          method for the month ended May 31, 1994, was as follows:

          New York Tax-Free Bond Fund                 5.31%
          California Tax-Free Bond Fund               5.39%
          Maryland Tax-Free Bond Fund                 5.37%
          Maryland Short-Term Tax-Free Bond Fund      3.56%
          Virginia Tax-Free Bond Fund                 5.47%
          New Jersey Tax-Free Bond Fund               5.48%
          Georgia Tax-Free Bond Fund                  5.27%
          Florida Insured Intermediate                4.32%
          Tax-Free Fund

               The tax equivalent yields (assuming a federal tax bracket of
          31.0%) for each Fund for the same period were as follows:

          New York Tax-Free Bond Fund+                8.74%
          California Tax-Free Bond Fund++             8.68%
          Maryland Tax-Free Bond Fund+++              8.55%
          Maryland Short-Term Tax-Free                5.67%
           Bond Fund+++
          Virginia Tax-Free Bond Fund*                8.41%
          New Jersey Tax-Free Bond Fund**             8.51%
          Georgia Tax-Free Bond Fund***               8.13%
          Florida Insured Intermediate                6.46%
           Tax-Free Fund****

          +   Assumes a state tax bracket of 7.59%  and a local tax bracket















              of 4.4%
          ++  Assumes a state tax bracket of 10.0%.
          +++ Assumes a state tax  bracket of 6.0% and a local tax  bracket
              of 3.0%.
          *   Assumes a state tax bracket of 5.75%.
          **  Assumes a state tax bracket of 6.65%.

          PAGE 84
          *** Assumes a state tax bracket of 6.0%.
          **** Assumes an intangible tax rate of 0.2%.

               The tax equivalent yields (assuming a federal tax bracket of
          28.0%) for each Fund for the same period were as follows:

          New York Tax-Free Bond Fund+              8.38%
          California Tax-Free Bond Fund++           8.25%
          Maryland Tax-Free Bond Fund+++            8.11%
          Maryland Short-Term Tax-Free Bond Fund+++ 5.37%
          Virginia Tax-Free Bond Fund*              8.06%
          New Jersey Tax-Free Bond Fund**           8.11%
          Georgia Tax-Free Bond Fund***             7.79%
          Florida Insured Intermediate              6.20%
          Tax-Free Fund****

          +   Assumes a state tax bracket of 7.59% and a local  tax bracket
              of 4.4%
          ++  Assumes a state tax bracket of 9.3%.
          +++ Assumes a state tax bracket of  5.0% and a local  tax bracket
              of 3.0%.
          *   Assumes a state tax bracket of 5.75%.
          **  Assumes a state tax bracket of 6.18%.
          *** Assumes a state tax bracket of 6.0%.
          **** Assumes an intangible tax rate of 0.2%.

          New York Money and California Money Funds

               Each Fund's  current and  historical yield  for a  period is
          calculated  by dividing  the net  change in  value of  an account
          (including  all dividends  accrued  and dividends  reinvested  in
          additional shares) by  the account value at the  beginning of the
          period to obtain the base period return.  This base period return
          is divided by the number of days in the period then multiplied by
          365 to  arrive at the  annualized yield  for that  period.   Each
          Fund's annualized compound yield for such period is compounded by
          dividing the  base period  return by  the number of  days in  the
          period, and compounding that figure over 365 days.

               The Money  Funds' current yield  and compound yield  for the
          seven days ended May 31, 1994 were:

                                          Current  Compound















                                           Yield    Yield
                                          _______  ________

          New York Tax-Free Money Fund     2.17%    2.20%
          California Tax-Free Money Fund   2.20%    2.23%

               From time to time, a Fund may also illustrate the effect of 

          PAGE 85
          tax equivalent  yields using information  such as that  set forth
          below:

                            TAX-EXEMPT VS. TAXABLE YIELDS


          New York Funds
          _________________________________________________________________
          Your Taxable Income (1994)*               Tax Rates

             Joint Return      Single Return                       Combined
                                              Federal+State Local#  Mar-
                                                                   ginal**
                                                               
          _________________________________________________________________
          $25,001-  $38,000  $12,501-   $22,750  15.0   7.59   4.4     25.2
           38,001-   91,850   22,751-    55,100  28.0   7.59   4.4     36.6
           91,851-  140,000   55,101-   115,000  31.0   7.59   4.5     39.3
          140,001-  250,000  115,001-   250,000  36.0   7.59   4.5     43.7
          250,001 and above  250,001 and above   39.6   7.59   4.5     46.9
          _________________________________________________________________
          A Tax-Exempt Yield Of:

             3%     4%    5%     6%     7%    8%     9%    10%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
             4.01  5.35   6.68   8.02   9.36  10.70   12.03 13.37
             4.73  6.31   7.89   9.46   11.04 12.62   14.20 15.77
             4.94  6.59   8.24   9.88   11.53 13.18   14.83 16.47
             5.33  7.10   8.88   10.66  12.43 14.21   15.99 17.76
             5.65  7.53   9.42   11.30  13.18 15.07   16.95 18.83

          *  Net amount subject to federal  income tax after deductions and
             exemptions. 
          #  Tax rates are for New York City Residents.
          **    Combined marginal  rate assumes the deduction of state  and
          local income taxes on the federal
                return.
          +  Marginal rates  may vary depending  on family size  and nature
             and amount of itemized deductions.

















          California Funds
          _________________________________________________________________
          Your Taxable Income (1994)*               Marginal Tax Rates

               Joint Return         Single Return                 Combined
                                                   Federal+ State   Mar-
                                                                  ginal**
                                                               

          PAGE 86
          _________________________________________________________________
          $34,907-  $38,000       $17,453-   $22,750    15.0   6.0     20.1
           38,001-   48,456        22,751-    24,228    28.0   6.0     32.3
           48,457-   61,240        24,229-    30,620    28.0   8.0     33.8
           61,241-   91,850        30,621-    55,100    28.0   9.3     34.7
           91,851-  140,000        55,101-   106,190    31.0   9.3     37.4
                                  106,191-   115,000    31.0   10.0    37.9
          140,001-  212,380                             36.0   9.3     42.0
          _________________________________________________________________
          A Tax-Exempt Yield Of:
             3%     4%    5%     6%     7%    8%     9%    10%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
             3.75  5.01   6.26   7.51   8.76  10.01  11.26 12.52
             4.43  5.91   7.39   8.86   10.34 11.82  13.29 14.77
             4.53  6.04   7.55   9.06   10.57 12.08  13.60 15.11
             4.59  6.13   7.66   9.19   10.72 12.25  13.78 15.31
             4.79  6.39   7.99   9.58   11.18 12.78  14.38 15.97
             4.83  6.44   8.05   9.66   11.27 12.88  14.49 16.10
             5.17  6.90   8.62   10.34  12.07 13.79  15.52 17.24
             5.21  6.94   8.68   10.42  12.15 13.89  15.63 17.36
             5.26  7.02   8.77   10.53  12.28 14.04  15.79 17.54
             5.51  7.35   9.19   11.03  12.87 14.71  16.54 18.38
             5.58  7.43   9.29   11.15  13.01 14.87  16.73 18.59

          *  Net amount  subject to federal income tax after deductions and
             exemptions.  
          **      Combined  marginal rate  assumes the  deduction of  state
          income taxes on the federal return.
          +  Marginal  rates may vary  depending on family  size and nature
             and amount of itemized deductions.

























          PAGE 87
          Maryland Funds
          _________________________________________________________________
          Your Taxable Income (1994)*               Marginal Tax Rates

              Joint Return     Single Return                       Combined
                                               Federal+State Local#   Mar-
                                                                   ginal**
                                                               
          _________________________________________________________________
          $38,001-  $91,850  $22,751-   $55,100  28.0   5.0    3.0     33.8
           91,851-  140,000   55,101-   100,000  31.0   5.0    3.0     36.5
                             100,001-   115,000  31.0   6.0    3.0     37.2
          140,001-  150,000                      36.0   5.0    3.0     41.1
          150,001-  250,000  115,001-   250,000  36.0   6.0    3.0     41.8
          250,001 and above  250,001 and above   39.6   6.0    3.0     45.0


          _________________________________________________________________
          A Tax-Exempt Yield Of:
             3%     4%    5%     6%     7%    8%     9%    10%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
             4.53  6.04   7.55   9.06   10.57 12.08  13.60 15.11
             4.72  6.30   7.87   9.45   11.02 12.60  14.17 15.75
             4.78  6.37   7.96   9.55   11.15 12.74  14.33 15.92
             5.09  6.79   8.49   10.19  11.88 13.58  15.28 16.98
             5.15  6.87   8.59   10.31  12.03 13.75  15.46 17.18
             5.45  7.27   9.09   10.91  12.73 14.55  16.36 18.18

          *  Net  amount subject to federal income tax after deductions and
             exemptions. 
          #  Assumes a local  tax rate equal to  60% of the state  rate for
             residents in the 5% state  bracket; assumes a local rate equal
             to  50%  of  the state  rate  for  residents in  the  6% state
             bracket.
          ** Combined  marginal rate  assumes the  deduction  of state  and
             local income taxes on the federal return.
          +  Marginal rates  may vary depending  on family size  and nature
             and amount of itemized deductions.


























          PAGE 88
          New Jersey Fund
          _________________________________________________________________
          Your Taxable Income (1994)*               Tax Rates

               Joint Return         Single Return                 Combined
                                                   Federal+ State  Mar-
                                                                   ginal**
          _________________________________________________________________
          $     0-  $20,000       $     0-   $20,000   15.00   1.90   16.60
           20,001-   50,000        20,001-    22,750   15.00   2.38   17.00
                                   22,751-    35,000   28.00   2.38   29.70
           50,001-   70,000                            28.00   3.33   30.40
           70,001-   80,000        35,001-    40,000   28.00   4.75   31.40
           80,001-   89,150        40,001-    55,100   28.00   6.18   32.40
           89,150-  140,000        55,101-    75,000   31.00   6.18   35.30
                                   75,001-   115,000   31.00   6.65   35.60
          140,001-  150,000                            36.00   6.18   40.00
          150,001-  250,000       115,001-   250,000   36.00   6.65   40.30
          250,001 and above       250,001 and above    39.60   6.65   43.60
          _________________________________________________________________
          A Tax-Exempt Yield Of:
             3%     4%    5%     6%     7%    8%     9%    10%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
             3.60  4.80   6.00   7.19   8.39  9.59   10.79 11.99
             3.61  4.82   6.02   7.23   8.43  9.64   10.84 12.05
             4.27  5.69   7.11   8.53   9.96  11.38  12.80 14.22
             4.31  5.75   7.18   8.62   10.06 11.49  12.93 14.37
             4.37  5.83   7.29   8.75   10.20 11.66  13.12 14.58
             4.44  5.92   7.40   8.88   10.36 11.83  13.31 14.79
             4.64  6.18   7.73   9.27   10.82 12.36  13.91 15.46
             4.66  6.21   7.76   9.32   10.87 12.42  13.98 15.53
             5.00  6.67   8.33   10.00  11.67 13.33  15.00 16.67
             5.03  6.70   8.38   10.05  11.73 13.40  15.08 16.75
             5.32  7.09   8.87   10.64  12.41 14.18  15.96 17.73

          *  Net amount subject to federal income  tax after deductions and
             exemptions. 
          ** Combined marginal rate  assumes the deduction of  state income
             taxes on the federal return.
          +  Marginal rates  may vary depending  on family size  and nature
             and amount of itemized deductions.























          PAGE 89
          Virginia Fund
          _________________________________________________________________
          Your Taxable Income (1994)*               Marginal Tax Rates

               Joint Return         Single Return                 Combined
                                                   Federal+ State  Mar-
                                                                  ginal**
          _________________________________________________________________
          $38,001-  $91,850       $22,751-   $55,100    28.0   5.75    32.1
           91,851-  140,000        55,101-   115,000    31.0   5.75    35.0
          140,001-  250,000       115,001-   250,000    36.0   5.75    39.7
          250,001 and above       250,001 and above     39.6   5.75    43.1
          _________________________________________________________________
          A Tax-Exempt Yield Of:
             3%     4%    5%     6%     7%    8%     9%    10%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
             4.42  5.89   7.36   8.84   10.31 11.78  13.25  14.73
             4.62  6.15   7.69   9.23   10.77 12.3   13.85  15.38
             4.98  6.63   8.29   9.95   11.61 13.7   14.93  16.58
             5.27  7.03   8.79   10.54  12.30 14.06  15.82  17.57

          *  Net amount subject to federal  income tax after deductions and
             exemptions. 
          ** Combined marginal rate  assumes the deduction of  state income
             taxes on the federal return.
          +  Marginal rates  may vary depending  on family size  and nature
             and amount of itemized deductions.





































          PAGE 90
          Georgia Tax-Free Bond Fund

          _________________________________________________________________
          Your Taxable Income (1994)*               Tax Rates

               Joint Return         Single Return                 Combined
                                                    Federal State   Mar-
                                                                    ginal**
          _________________________________________________________________
          $38,001-  $91,850       $22,751-   $55,100    28.0   6.00    32.3
           91,851-  140,000        55,101-   115,000    31.0   6.00    35.1
          140,001-  250,000       115,001-   250,000    36.0   6.00    39.8
          250,001 and above       250,001 and above     39.6   6.00    43.2
          _________________________________________________________________
          A Tax-Exempt Yield Of:
             3%     4%    5%     6%     7%    8%     9%    10%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
             4.43  5.91   7.39   8.86  10.34  11.82 13.29  14.77
             4.62  6.16   7.70   9.24  10.79  12.3  13.87  15.41
             4.98  6.64   8.31   9.97  11.63  13.9  14.95  16.61
             5.28  7/04   8.80   10.56 12.32  14.0  15.85  17.61
          _________________________________________________________________
          *  Net amount subject to federal income tax  after deductions and
             exemptions.
          ** Combined marginal rate  assumes the deduction of  state income
             taxes on the federal return.
          +  Marginal rates may  vary depending on  family size and  nature
             and amount of itemized deductions.




































          PAGE 91
          Florida Fund

                     EFFECTIVE YIELD FACTORING IN INTANGIBLES TAX

          _________________________________________________________________
          Your Taxable Income (1994)*

               Joint Return           Single Return   Federal   Intangible
                                                     Tax Rate+   Tax Rate
          _________________________________________________________________
          $ 38,001- $ 91,850      $ 22,751-  $ 55,100

          And Your Intangible Assets on 1/1/95 Total:
            40,000 or less          20,000 or less      28          N/A
            40,001-  200,000        20,001-  100,000    28          0.1
           200,001 and above       100,001 and above    28          0.2
          _________________________________________________________________
          $ 91,851- $140,000      $ 55,101-  $115,000

          And Your Intangible Assets on 1/1/95 Total:
            40,000 or less          20,000 or less      31          N/A
            40,001-  200,000        20,001-   100,000   31          0.1
           200,001 and above       100,001 and above    31          0.2
          _________________________________________________________________
          $140,001- $250,000      $115,001-  $250,000

          And Your Intangible Assets on 1/1/95 Total:
            40,000 or less          20,000 or less      36          N/A
            40,001-  200,000        20,001-   100,000   36          0.1
           200,001 and above       100,001 and above    36          0.2
          _________________________________________________________________
          $250,001 and above+ $250,001 and above+

          And Your Intangible Assets on 1/1/95 Total:
            40,000 or less          20,000 or less      39.6        N/A
            40,001-  200,000        20,001-   100,000   39.6        0.1
           200,001 and above       100,001 and above    39.6        0.2
          _________________________________________________________________
          A Tax-Exempt Yield Of (#):
             3%     4%    5%     6%     7%    8%     9%    10%   11%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
            4.17  5.56  6.94   8.33    9.72 11.11   12.50  13.89 15.28
            4.27  5.66  7.04   8.43    9.82 11.21   12.60  13.99 15.38
            4.37  5.76  7.14   8.53    9.92 11.31   12.70  14.09 15.48
          _________________________________________________________________
            4.35  5.80  7.25   8.70   10.14 11.59   13.04  14.49 15.94
            4.45  5.90  7.35   8.80   10.24 11.69   13.14  14.59 16.04
            4.55  6.00  7.45   8.90   10.34 11.79   13.24  14.69 16.14
          _________________________________________________________________















          PAGE 92
            4.69  6.25  7.81   9.38   10.94 12.50   14.06  15.63 17.19
            4.79  6.35  7.91   9.48   11.04 12.60   14.16  15.73 17.29
            4.89  6.45  8.01   9.58   11.14 12.70   14.26  15.83 17.39
          ________________________________________________________________
            4.97  6.62  8.28   9.93   11.59 13.25   14.90  16.56 18.21
            5.07  6.72  8.38   10.03  11.69 13.35   15.00  16.66 18.31
            5.17  6.82  8.48   10.13  11.79 13.45   15.10  16.76 18.41
          _________________________________________________________________

          *       Net amount subject to federal  income tax after deductions
                  and exemptions.
          #       Assumes 100%  exemption from  federal  income and  Florida
                  intangible property taxes.
          +       Federal  rates  may  vary  depending  on  family  size and
                  nature and amount of itemized deductions.


















































          PAGE 93
                                INVESTMENT PERFORMANCE

          Total Return Performance

               Each Fund's calculation of total return performance includes
          the reinvestment  of all  capital gain  distributions and  income
          dividends for the period or periods indicated, without regard  to
          tax consequences to a shareholder in each  Fund.  Total return is
          calculated as the  percentage change between the  beginning value
          of a static  account in each  Fund and the  ending value of  that
          account  measured by the then current  net asset value, including
          all  shares acquired through  reinvestment of income  and capital
          gains dividends.  The results shown are historical and should not
          be considered indicative of the  future performance of each Fund.
          Each average annual  compound rate of return is  derived from the
          cumulative   performance  of  each  Fund  over  the  time  period
          specified.  The annual compound rate of return for each Fund over
          any other period of time will vary from the average.


                         Cumulative Performance Percentage Change

                                                                 Since
                                               1 Year  5 Years Inception
                                      Inception Ended   Ended Date through
                                        Date   2/28/94 2/28/94  2/28/94
                                      _________ ________ ___________________


          New York Tax-Free 
            Bond Fund                  8/28/86  6.31%+   57.08%  76.97%++
          California Tax-Free 
            Bond Fund                  9/15/86  5.37%+++ 53.58%  66.45%++++
          Maryland Tax-Free Bond Fund  3/31/87  5.93%*   54.66%  61.78%**
          Maryland Short-Term Tax-Free
            Bond Fund                  1/29/93  3.49%*** N/A      5.22%****
          Virginia Tax-Free Bond Fund  4/30/91  5.99%!   N/A     30.77%!!
          New Jersey Tax-Free 
            Bond Fund                  4/30/91  5.97%!!! N/A     33.32%!!!!
          Florida Insured Intermediate 3/31/93  N/A      N/A      6.84%#
            Bond Fund
          Georgia Tax-Free Bond Fund   3/31/93  N/A      N/A      8.45%##























          PAGE 94
                       Average Annual Compound Rates of Return
                                                                Since
                                               1 Year  5 Years Inception
                                      Inception Ended   Ended Date through
                                        Date   2/28/94 2/28/94  2/28/94
                                      ________________ ___________________

          New York Tax-Free Bond Fund  8/28/86  6.31%+   9.45%  7.90%++
          California Tax-Free 
            Bond Fund                  9/15/86  5.37%+++ 8.96%  7.08%++++
          Maryland Tax-Free Bond Fund  3/31/87  5.93%*   9.11%  7.20%**
          Maryland Short-Term Tax-Free
            Bond Fund                  1/29/93  3.49%***  N/A   4.81%****
          Virginia Tax-Free Bond Fund  4/30/91  5.99%!    N/A   9.93%!!
          New Jersey Tax-Free 
            Bond Fund                  4/30/91  5.97%!!!  N/A  10.68%!!!!
          Florida Insured Intermediate 
            Bond Fund                  3/31/93  N/A       N/A   6.84%#
          Georgia Tax-Free Bond Fund   3/31/93  N/A       N/A   8.45%##

          +     If you invested $1,000  on 2/28/93, the total return of the
                New York  Bond Fund  on 2/28/94  would be  $63.10 ($1,000 x
                .0631). 
          ++    Assumes purchase of one  share of the New York Bond Fund at
                the inception price of $10.00 on 8/25/86.
          +++   If you invested $1,000  on 2/28/93, the total return of the
                California Bond Fund on 2/28/94 would be $1,053.70  ($1,000
                x .0537).
          ++++  Assumes purchase of one share  of the California Bond  Fund
                at the inception price of $10.00 on 9/11/86.
          *     If you invested $1,000  on 2/28/93, the total return of the
                Maryland Bond  Fund on  2/28/94 would  be $59.30  ($1,000 x
                .0593).
          **    Assumes purchase of one  share of the Maryland Bond Fund at
                the inception price of $10.00 on 3/31/87.
          ***   If you invested $1,000  at the 2/28/93, the total return of
                the Maryland  Short-Term Fund  on 2/28/94  would be  $34.90
                ($1,000 x .0349).
          ****  Assumes  purchase of  one share of the  Maryland Short-Term
                Fund at the inception price of $5.00 on 1/29/93.
          !     If you invested $1,000  on 2/28/93, the total return of the
                Virginia  Bond Fund on  2/28/94 would  be $59.90  ($1,000 x
                .0599). 
          !!    Assumes purchase of one  share of the Virginia Bond Fund at
                the inception price of $10.00 on 4/30/91.        
          !!!   If you invested $1,000  on 2/28/93, the total return of the
                New Jersey Bond Fund on 2/28/94 would  be $1,059.70 ($1,000
                x 1.0597). 
          !!!!  Assumes purchase of  one share of the  New Jersey Bond Fund
                at the inception price of $10.00 on 4/30/91.        















          PAGE 95
          #     If you  invested $1,000 at inception, the  annualized total
                return of  the Florida  Insured Fund  on 2/28/94  would  be
                $68.40 ($1,000 x .0684).   Assumes purchase of one share of
                the Florida Insured Fund  at the inception price of  $10.00
                on 3/31/93.
          ##    If you  invested $1,000 at inception, the  annualized total
                return of the Georgia  Bond Fund on 2/28/94 would be $84.50
                ($1,000 x  .0845).   Assumes purchase  of one  share of the
                Georgia  Bond Fund  at  the  inception price  of  $10.00 on
                3/31/93.

                      From   time  to  time,  in  reports  and  promotional
          literature,  each Fund's performance will  be compared to any one
          or combination of  the following: (1) indices of  broad groups of
          managed and unmanaged securities considered to  be representative
          of or similar to Fund portfolio holdings, (2) other mutual funds,
          or (3)  other measures of  performance set forth  in publications
          such as:    
          Bond Buyer 20 - an estimation of the yield which would be offered
          on 20-year  general obligation bonds  with a composite  rating of
          approximately "A."   Published weekly by The Bond  Buyer, a trade
          paper of the municipal securities industry; 

          Donoghue's Tax-Exempt Money Fund Avg.  - an average of  municipal
          money market  funds as reported in Donoghue's  Money Fund Report,
          which tracks the performance of all money market mutual funds; 

          Lipper  Analytical Services,  Inc. -  a  widely used  independent
          research  firm which ranks  mutual funds by  overall performance,
          investment objectives, and assets; 

          Lipper  General  Purpose Municipal  Bond  Avg.  - an  average  of
          municipal mutual funds  which invest 60% or more  of their assets
          in the top four tax-exempt credit ratings; 

          Lipper High-Yield Municipal  Bond Avg. - an  average of municipal
          mutual funds which may utilize lower rated bonds for 50% of their
          portfolio; 

          Lipper  Intermediate Municipal  Avg. -  an  average of  municipal
          mutual   funds  which  restrict  their  holdings  to  bonds  with
          maturities between 5 and 10 years; 

          Lipper Short Municipal Debt Avg.  - an average of municipal funds
          that invest in municipal debt issues with dollar-weighted average
          maturities of less than five years;

          Lipper State  Municipal  Bond  Funds  Average  -  an  average  of
          municipal  mutual  funds  which  limit  at  least  80%  of  their
          investments to those securities whichare exempt from taxation of 















          PAGE 96
          state and/or city income taxation; 

          Morningstar, Inc. - a widely used independent research firm which
          rates mutual funds by overall performance, investment objectives,
          and assets;      

          Prime General Obligations - bonds with maturities from 1-30 years
          which are secured  by the full faith  and credit of issuers  with
          taxing power; and      

          Shearson  Lehman/American  Express  Municipal   Bond  Index  -  a
          composite   measure  of  the  total  return  performance  of  the
          municipal bond market.  Based upon approximately 1500 bonds.

          New York and California Funds only

          Donoghue's Tax-Exempt  State Money Fund  Average - an  average of
          municipal money market funds  which concentrate their investments
          in  securities  which are  exempt from  state and/or  city income
          taxes, as reported in Donoghue's Money Fund Report,  which tracks
          the performance of all money market mutual funds; and

          Lipper State Short-Term  Municipal Funds Average -  an average of
          municipal  mutual   funds  concentrating  their   investments  in
          securities which are exempt from state and/or city income  taxes.
          This average  is compiled  from the  Lipper Short-Term  Municipal
          Bond Funds average which restricts  inclusion to those funds with
          an average weighted maturity of no more than 90 days.  Most funds
          restrict their longest maturity to one year.

          All Funds

                      Indices  prepared by the research departments of such
          a  financial organizations  as Merrill  Lynch,  Pierce, Fenner  &
          Smith, Inc., will be used, as well as information provided by the
          Federal Reserve Board.

                      Information  reported in  the  Bank Rate  Monitor, an
          independent publication  which tracks the performance  of certain
          bank   products,  such  as  money  market  deposit  accounts  and
          certificates of deposit, will also be used.  Bank Certificates of
          Deposit differ from  mutual funds in several ways:   the interest
          rate established by the sponsoring bank is fixed for the term  of
          a CD;  there are penalties for early withdrawal from CDs; and the
          principal on a CD is insured.

                      Performance    rankings    and    ratings    reported
          periodically in national  financial publications  such as  MONEY,
          FORBES, BUSINESS WEEK, and BARRON'S may also be used.  
















          PAGE 97
          Other Features and Benefits

                 The Funds are members of the T. Rowe Price Family of Funds
          and  may  help  investors achieve  various  long-term  investment
          goals,  such as  saving for a  down payment  on a home  or paying
          college costs.  To explain how the Funds could be used  to assist
          investors  in planning  for these goals  and to  illustrate basic
          principles  of investing, various  worksheets and guides prepared
          by T. Rowe Price Associates, Inc. and/or T. Rowe Price Investment
          Services, Inc. may be  made available.  These  currently include:
          the Asset  Mix Worksheet which  is designed to  show shareholders
          how to reduce  their investment risk by developing  a diversified
          investment  plan,  the  College  Planning Guide  which  discusses
          various  aspects of financial  planning to meet  college expenses
          and  assists  parents  in  projecting  the  costs  of  a  college
          education for their  children.  Tax Considerations  for Investors
          discusses the tax advantages of annuities and municipal bonds and
          how  to assess  whether  they are  suitable  for your  portfolio,
          reviews  pros  and cons  of placing  assets in  a gift  to minors
          account and  summarizes the  benefits and  types of  tax-deferred
          retirement plans currently  available.  From time to  time, other
          worksheets and  guides may be made available as well.  Of course,
          an investment in a  Fund cannot guarantee that such goals will be
          met.

                  From time  to time, Insights, a T. Rowe Price publication
          of reports on  specific investment topics and  strategies, may be
          included  in  each  Fund's fulfillment  kit.    Such reports  may
          include  information concerning:   calculating taxable  gains and
          losses  on mutual  fund transactions,  coping  with stock  market
          volatility, benefiting from dollar  cost averaging, understanding
          international markets,  investing  in  high-yield  "junk"  bonds,
          growth  stock  investing,  conservative  stock  investing,  value
          investing,  investing  in  small  companies, tax-free  investing,
          fixed income investing, investing in mortgage-backed  securities,
          as well as other topics and strategies.                   

          Other Publications

                  From  time to time, in newsletters and other publications
          issued by T. Rowe Price  Investment Services, Inc., reference may
          be made to economic, financial and political  developments in the
          U.S.  and abroad  and their  effect on  securities prices.   Such
          discussions may take the form of commentary on these developments
          by T. Rowe  Price mutual fund portfolio managers  and their views
          and analysis on how such developments could affect investments in
          mutual funds.
           
          No-Load Versus Load and 12b-1 Funds

















          PAGE 98

                 Unlike the T.  Rowe Price funds, many mutual  funds charge
          sales  fees  to   investors  or  use   fund  assets  to   finance
          distribution  activities.   These  fees are  in  addition to  the
          normal  advisory fees and  expenses charged by  all mutual funds.
          There are several  types of fees charged which  vary in magnitude
          and which may often be used  in combination.  A sales charge  (or
          "load")  can  be  charged  at  the time  the  fund  is  purchased
          (front-end load) or  at the time  of redemption (back-end  load).
          Front-end  loads  are  charged  on  the  total  amount  invested.
          Back-end loads  or "redemption  fees" are charged  either on  the
          amount  originally invested  or on  the amount  redeemed.   12b-1
          plans allow for the payment  of marketing and sales expenses from
          fund  assets.   These expenses  are usually  computed daily  as a
          fixed percentage of assets.

                 The Funds are no-load funds  which impose no sales charges
          or 12b-1 fees.  No-load funds are  generally sold directly to the
          public  without  the use  of commissioned  sales representatives.
          This means that 100% of your purchase is invested for you.

                 The  examples in  the attached  table show  the impact  on
          investment performance of the most common types of sales charges.
          For each example the investor has $10,000 to invest and each fund
          performs at a  compound annual rate of  6% per year (net  of fund
          expenses, including management  fees) for ten years.   The "Total
          After 10 Years" shows the  amount the investor would receive from
          the fund after ten years.  Net charges are the total sales fee(s)
          paid by the  investor or charged to  the fund's assets.   Figures
          for total  return  are  net of  each  Fund's  expenses  including
          management fees.   

                 The table is for illustrative purposes and is not intended
          to reflect the anticipated performance of the Funds.

                 If a $10,000 investment produced a  6% annual total return
          for ten years in a mutual fund that has . . .
                                         
                                                A Sales          A 1.00%
                                                Charge            12b-1
                               No        A       of 2%      A      Plan
                             Sales    Redemp-   With a    Sales  Distri-
                             Charge  tion Fee 1% Redemp- Charge   bution
                           "No-Load"   of 1%   tion Fee  of 8.5%   Fee
                           _________ ________ __________ _______ _______

          Original
           Investment       $10,000  $10,000   $10,000 $10,000  $10,000
          (Sales Charge)      N/C 2       N/C     (200)   (850)     N/C















                            _______   _______   _______ _______ _______
          Amount Credited

          PAGE 99
            to Account      $10,000  $10,000   $ 9,800 $ 9,150  $10,000
          Compounded at 6%
            For Ten Years   $17,908  $17,908   $17,550 $16,386  $16,196
          Less Redemption Fee   N/C     (179)     (176)     N/C     N/C
                            _______   _______   _______ _______ _______
          Total After
            10 Years        $17,908  $17,729   $17,374 $16,386  $16,196
            Net Charges          $0    ($179)    ($376)  ($850)($1,332)

          1 Figures have been rounded 
          2 N/C - No charge 
          3 Net of 12b-1 plan distribution charges

          Redemptions in Kind

          In the unlikely  event a shareholder were  to receive an in  kind
          redemption of portfolio  securities of the Funds,  brokerage fees
          could be incurred by the shareholder in a subsequent sale of such
          securities.  

          Issuance of Fund Shares for Securities

          Transactions  involving issuance of Fund shares for securities or
          assets  other  than  cash  will  be  limited  to  (1)  bona  fide
          reorganizations; (2) statutory mergers; or (3) other acquisitions
          of portfolio securities  that: (a) meet the  investment objective
          and policies of a  Fund; (b) are acquired for investment  and not
          for resale except  in accordance with applicable law;  (c) have a
          value that is readily ascertainable  via listing on or trading in
          a recognized United  States or international exchange  or market;
          and (d) are not illiquid.                               

                              ORGANIZATION OF THE TRUSTS

          For tax and  business reasons, the Trusts were  organized in 1986
          as  Massachusetts Business  Trusts.   The  State Tax-Free  Income
          Trust  and California Tax-Free  Income Trust are  registered with
          the  Securities  and  Exchange  Commission under  the  Investment
          Company  Act  of  1940 as,  respectively,  a  non-diversified and
          diversified, open-end  investment  company, commonly  known as  a
          "mutual fund."

          The Declaration of  Trust permits the Board of  Trustees to issue
          an  unlimited number of full and  fractional shares of beneficial
          interest of  a single  class without par  value.   Currently, the
          State Tax-Free Income  Trust consists of  nine series (i.e.,  the
          New York  Tax-Free Bond Fund,  the New York Tax-Free  Money Fund,















          the Maryland Tax-Free Bond Fund, the Maryland Short-Term Tax-Free
          Bond Fund, the  Virginia Tax-Free Bond Fund,  Virginia Short-Term
          Tax-Free Bond Fund the New Jersey Tax-Free Bond Fund, the Georgia
          Tax-FreeBond Fund, and the Florida Insured Intermediate Tax-Free 

          PAGE 100
          Fund), and the California Tax-Free  Income Trust consists of  two
          series (i.e.,  the Bond Fund  and the  Money Fund) each  of which
          represents  a  separate  class of  each  Trust's  shares  and has
          different objectives and investment policies.  The Declaration of
          Trust  also  provides  that  the  Board  of  Trustees  may  issue
          additional series of shares.   Each share of each Fund represents
          an equal  proportionate beneficial  interest in  that Fund,  with
          each  other  share,   and  is  entitled  to  such  dividends  and
          distributions of income belonging to that fund as are declared by
          the Trustees.   In the event of  the liquidation of a  Fund, each
          share is entitled to  a pro rata share of the  net assets of that
          Fund.

          Shareholders of each Fund are entitled to  one vote for each full
          share  held (and  fractional votes  for  fractional shares  held)
          irrespective of the relative net asset values of the Funds' share
          and will vote in  the election of or removal of  trustees (to the
          extent hereinafter  provided); however,  on matters  affecting an
          individual  Fund,  a  separate  vote of  that  Fund  is required.
          Shareholders  of a Fund  are not entitled  to vote  on any matter
          which does  not affect  that Fund and  which requires  a separate
          vote of  the other Funds.  There will  normally be no meetings of
          shareholders  for the  purpose of  electing  trustees unless  and
          until such time  as less than a majority of  the trustees holding
          office have  been  elected by  shareholders,  at which  time  the
          trustees then in office will call a shareholders' meeting for the
          election  of  trustees.    Pursuant   to  Section  16(c)  of  the
          Investment Company  Act of  1940, holders of  record of  not less
          than two-thirds of the outstanding shares may remove a trustee by
          a  vote cast in person or  by proxy at a  meeting called for that
          purpose.  Except as set  forth above, the trustees shall continue
          to hold office and may appoint successor trustees.  Voting rights
          are not cumulative, so that the  holders of more than 50% of  the
          shares voting in  the election of trustees can, if they choose to
          do so, elect all  the trustees of each Trust, in  which event the
          holders  of the  remaining shares  will  be unable  to elect  any
          person as a trustee.

          Shares have no preemptive or conversion rights; the right of 
          redemption and  the privilege  of exchange  are described  in the
          prospectus.  Shares are  fully paid and nonassessable,  except as
          set forth below.   The Trusts may be terminated (i) upon the sale
          of  its  assets  to  another   diversified,  open-end  management
          investment company,  if approved  by the vote  of the  holders of
          two-thirds of the outstanding shares  of each Trust, or (ii) upon















          liquidation  and distribution  of the  assets of  each Trust,  if
          approved by  the  vote  of  the  holders of  a  majority  of  the
          outstanding shares  of each  Trust.  If  not so  terminated, each
          Trust  will  continue   indefinitely.  Under  Massachusetts  law,
          shareholders  could,   under  certain   circumstances,  be   held
          personally liable  for the obligations  of each Trust.   However,
          the  Declarations  of Trust  disclaims shareholder  liability for
          acts or obligations of the 

          PAGE 101
          Trusts and  requires that notice  of such disclaimer be  given in
          each agreement, obligation or instrument entered into or executed
          by  the Trusts or a Trustee.   The Declarations of Trust provides
          for  indemnification from  Trust  property  for  all  losses  and
          expenses  of any  shareholder  held  personally  liable  for  the
          obligations  of the  Trusts.   Thus,  the risk  of a  shareholder
          incurring financial loss  on account of shareholder  liability is
          limited to  circumstances in  which each  Trust  itself would  be
          unable  to  meet  its  obligations,  a  possibility  which  Price
          Associates believes is  remote.   Upon payment  of any  liability
          incurred  by a  Fund, the  shareholders of  the Fund  paying such
          liability  will be  entitled to  reimbursement  from the  general
          assets  of  the  Fund.    The  Trustees  intend  to  conduct  the
          operations of each Fund  in such a way so as to  avoid, as far as
          possible, ultimate liability of the shareholders for  liabilities
          of such Fund.    


                       FEDERAL AND STATE REGISTRATION OF SHARES

          Each Fund's shares  are registered for sale under  the Securities
          Act of  1933 and each  Fund or their shares  are registered under
          the laws of all states which require registration, as well as the
          District of Columbia and Puerto Rico.                            
                 


                                    LEGAL COUNSEL

          Shereff, Friedman, Hoffman & Goodman, L.L.P. whose address is 919
          Third Avenue, New  York, New York 10022, is legal  counsel to the
          Funds.                                


                               INDEPENDENT ACCOUNTANTS

          Georgia Fund

          Price  Waterhouse, LLP, 7 St. Paul Street, Suite 1700, Baltimore,
          Maryland 21202,  are independent  accountants to  the Fund.   The
          financial  statements of  the Georgia  Fund for  the fiscal  year















          ended February 28, 1994 and the report of independent accountants
          are  included in  the Fund's  Annual Report  for the  fiscal year
          ended  February 28,  1994  on page  14.   Also  included are  the
          unaudited financial statements of the Fund dated August 31, 1994,
          on  pages 4-10.   A copy  of the  Annual and  Semi-Annual Reports
          accompanies  this  Statement  of  Additional  Information.    The
          following  financial  statements and  the  report  of independent
          accountants appearing in  the Annual Report  for the fiscal  year
          ended February 28,  1994, and the unaudited  financial statements
          for  the Fund's  Semi-Annual Report  dated August  31, 1994,  are
          incorporated  into this  Statement  of Additional  Information by
          reference:  

          PAGE 102

          All Funds except Georgia Fund

          Coopers  & Lybrand, L.L.P.,  217 East Redwood  Street, Baltimore,
          Maryland 21202, are  independent accountants to the  Trusts.  The
          financial statements  of  the  New  York,  California,  Maryland,
          Virginia Tax-Free  Bond, New Jersey,  and Florida  Funds for  the
          fiscal year ended February 28, 1994 and the report of independent
          accountants, are included  in each Fund's  Annual Report for  the
          fiscal year ended February 28, 1994 on pages 7-19, 8-19, 9-26, 6-
          14,  7-15,  and  6-15,  respectively.    Also  included  are  the
          unaudited  financial statements  of the  Funds  dated August  31,
          1994, on  pages 5-15, 5-15, 9-22, 4-11, 5-11, 4-11, respectively.
          A copy  of each  Annual and  Semi-Annual Report  accompanies this
          Statement  of Additional  Information.   The  following financial
          statements and the report of independent accountants appearing in
          each Annual Report  for the fiscal year ended  February 28, 1994,
          and the unaudited financial statements for the Funds' Semi-Annual
          Report   dated  August  31,  1994,  are  incorporated  into  this
          Statement of Additional Information by reference: 
           

                                                         New York
                                                      Funds' Annual
                                                       Report Page
                                                       ____________

             Report of Independent Accountants               19
             Portfolio of Investments,
               February 28, 1994                           7-11
             Statement of Assets and Liabilities,
               February 28, 1994                            12
             Statement of Operations, year ended
               February 28, 1994                            13
             Statement of Changes in Net Assets, 
               years ended February 28, 1994                14
               and February 28, 1993















             Notes to Financial Statements,
               February 28, 1994                          15-16
             Financial Highlights                         17-18


                                                         New York
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 5-10
             Statement of Operations, six months ended
          PAGE 103
               August 31, 1994 (Unaudited)                  11
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 12
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                13-14
             Financial Highlights                         14-15













































          PAGE 104
                                                        California
                                                      Funds' Annual
                                                       Report Page
                                                      _____________

             Report of Independent Accountants               19
             Portfolio of Investments
               February 28, 1994                           8-12
             Statement of Assets and Liabilities,
               February 28, 1994                            13
             Statement of Operations,
               year ended February 28, 1994                 14
             Statement of Changes in Net Assets,
               years ended February 28, 1994
               and February 28, 1993                        15
             Notes to Financial Statements, 
               February 28, 1994                          16-17
             Financial Highlights                           18




                                                       California 
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 5-10
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  11
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 12
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                13-14
             Financial Highlights                         14-15




























          PAGE 105
                                                        Maryland 
                                                       Fund's Annual
                                                       Report Page
                                                    __________________

             Report of Independent Accountants               26
             Statement of Net Assets,
               February 28, 1994                           9-16
             Statement of Operations, 
               year ended February 28, 1994                 20
             Statement of Changes in Net Assets,
               years ended February 28, 1994 and
               February 28, 1993                            21
             Notes to Financial Statements,
               February 28, 1994                          22-23
             Financial Highlights                           24


                                                        Maryland 
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 9-16
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  17
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 18
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                19-20
             Financial Highlights                         21-22


                                               





























          PAGE 106
                                                         Virginia
                                                      Fund's Annual
                                                       Report Page
                                                      _____________

             Report of Independent Accountants              14
             Portfolio of Investments,
               February 28, 1994                           6-8
             Statement of Assets and Liabilities,
               February 28, 1994                            9
             Statement of Operations, 
               year ended February 28, 1994                 10
             Statement of Changes in Net Assets,
               years ended February 28, 1994 and
               February 28, 1993                            11
             Notes to Financial Statements,
               February 28, 1994                          11-12
             Financial Highlights                           13



                                                         Virginia
                                                    Funds'Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 4-6
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  7
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 8
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                 9-10
             Financial Highlights                           11

                                               



























          PAGE 107
                                                        New Jersey
                                                      Fund's Annual
                                                       Report Page
                                                       ___________

             Report of Independent Accountants               15
             Portfolio of Investments,
               February 28, 1994                           7-9
             Statement of Assets and Liabilities,
               February 28, 1994                            10
             Statement of Operations, 
               year ended February 28, 1994                 11
             Statement of Changes in Net Assets,
               years ended February 28, 1994 and
               February 28, 1993                            12
             Notes to Financial Statements,
               February 28, 1994                          12-13
             Financial Highlights                           14

                                               
                                                        New Jersey
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 5-7
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  8
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 9
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                  11
             Financial Highlights                           11

                                               




























          PAGE 108
                                                         Florida
                                                      Fund's Annual
                                                       Report Page
                                                      _____________

             Report of Independent Accountants               15
             Portfolio of Investments,
               February 28, 1994                           6-8
             Statement of Assets and Liabilities,
               February 28, 1994                            9
             Statement of Operations, 
               year ended February 28, 1994                 16
             Statement of Changes in Net Assets,
               year ended February 28, 1994                 11
             Notes to Financial Statements,
               February 28, 1994                          12-13
             Financial Highlights                           14


                                                         Florida
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________
             Portfolio of Investments,
               August 31, 1994 (Unaudited)                 4-5
             Statement of Assets and Liabilities,
               August 31, 1994 (Unaudited)                  6
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  7
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 8
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                 9-10
             Financial Highlights                           11






























          PAGE 109
                                                         Georgia
                                                      Fund's Annual
                                                       Report Page
                                                       ___________

             Report of Independent Accountants               14
             Portfolio of Investments,
               February 28, 1994                           6-7
             Statement of Assets and Liabilities,
               February 28, 1994                            8
             Statement of Operations, 
               year ended February 28, 1994                 9
             Statement of Changes in Net Assets,
               year ended February 28, 1994                 10
             Notes to Financial Statements,
               February 28, 1994                          11-12
             Financial Highlights                           13


                                               
                                                         Georgia
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 4-5
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  6
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 7
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                 8-9
             Financial Highlights                           10

























 
























































          


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