PRICE T ROWE STATE TAX FREE INCOME TRUST
497, 1995-07-10
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          PAGE 1
          The prospectus for the T. Rowe Price New York Tax-Free Funds,
          dated July 1, 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 AND 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, DC

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

NYTF

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
NEW YORK TAX-FREE FUNDS
T. ROWE PRICE
STATE TAX-FREE 
INCOME TRUST
JULY 1, 1995

A bond fund and a money market fund for investors seeking income that is
exempt from federal and New York state and New York city income taxes.

Facts at a Glance

Investment Goals

The highest level of income exempt from federal and New York state and New
York city income taxes consistent with each fund's prescribed investment
program.

As with all mutual funds, these funds may not meet their goals.

Strategy and Risk/Reward

New York Tax-Free Money Fund. Invests in high-quality, short-term municipal
securities. YOUR INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT, AND THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

Risk/Reward: Lowest potential risk and reward.

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

Risk/Reward: Significantly higher income than the money fund and greater
potential price fluctuation than a shorter-term bond fund. 

Investor Profile

New York taxpayers who, because of their tax bracket, can benefit from income
that is exempt from federal, 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,
Inc. ("T. Rowe Price") and its affiliates managed over $61 billion, including
approximately $5.5 billion in municipal bond assets, for over three million
individual and institutional investor accounts as of March 31, 1995.

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, 1995

PROSPECTUS

CONTENTS
________________________________________________________________
1     About the Funds
________________________________________________________________
      Transaction and Fund Expenses                        2
________________________________________________________________
      Financial Highlights                                 4
________________________________________________________________
      Fund, Market, and Risk Characteristics               5
________________________________________________________________
2     About Your Account
________________________________________________________________
      Pricing Shares and Receiving Sale Proceeds          12
________________________________________________________________
      Distributions and Taxes                             13
________________________________________________________________
      Transaction Procedures and Special Requirements     15
________________________________________________________________
3     More About the Funds
________________________________________________________________
      Organization and Management                         17
________________________________________________________________
      Understanding Fund Performance                      18
________________________________________________________________
      Investment Policies and Practices                   19
________________________________________________________________
4     Investing With T. Rowe Price
________________________________________________________________
      Account Requirements and Transaction Information    26
________________________________________________________________
      Opening a New Account                               26
________________________________________________________________
      Purchasing Additional Shares                        27
________________________________________________________________
      Exchanging and Redeeming                            28
________________________________________________________________
      Shareholder Services                                28
________________________________________________________________

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, 1995, has been filed with the Securities and Exchange
Commission and is incorporated by reference in this prospectus. To obtain a
free copy, call 1-800-638-5660.

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. "Annual Fund Expenses" provides an
estimate of how much it will cost to operate the fund for a year, based on
1995 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.

__________________________________________________________________________
LIKE ALL T. ROWE PRICE FUNDS, THE FUNDS ARE 100% NO LOAD.

________________________________________________________________
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1995, THE MONEY AND BOND FUNDS PAID
$67,000 AND $107,000, RESPECTIVELY, TO T. ROWE PRICE SERVICES, INC., FOR
TRANSFER AND DIVIDEND DISBURSING FUNCTIONS AND SHAREHOLDER SERVICES, AND
$70,000 AND $72,000, RESPECTIVELY, TO T. ROWE PRICE FOR ACCOUNTING SERVICES.

________________________________________________________________
Shareholder Transaction Expenses

                           Money Fund    Bond Fund
________________________________________________________________
Sales charge "load" 
on purchases               None          None
________________________________________________________________
Sales charge "load" 
on reinvested dividends    None          None
________________________________________________________________
Redemption fees            None          None
________________________________________________________________
Exchange fees              None          None


Annual Fund Expenses       Percentage of Fiscal 1995 
                           Average Net Assets

                           Money Fund    Bond Fund
________________________________________________________________
Management fee (after
reduction)                 0.19%a        0.38%b
________________________________________________________________
Marketing fees (12b-1)     None          None
________________________________________________________________
Total other (Shareholder 
servicing, custodial, 
auditing, etc.)            0.36%         0.27%
________________________________________________________________
Total fund expenses 
(after reduction)          0.55%a        0.65%b
________________________________________________________________

    a   The money fund's management fee and its total 
        expense ratio would have been 0.44% and 0.80%, 
        respectively, had T. Rowe Price not agreed to 
        reduce management fees in accordance with the 
        expense limitation described below.
    b   The bond fund's management fee and its total 
        expense ratio would have been 0.44% and 0.71%, 
        respectively, had T. Rowe Price not agreed to
        reduce management fees in accordance with the 
        expense limitation described below.

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

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 "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
________________________________________________________________
Money      $6          $18          $31          $69
________________________________________________________________
Bond       $7          $21          $36          $81
________________________________________________________________
Table 2A

Table 2B sets forth expense ratio limitations and the periods for which they
are effective. For each, T. Rowe Price has agreed to waive its fees and bear
any fund expenses to the extent such fees or expenses would cause a fund's
ratio of expenses to average net assets to exceed the indicated percentage
limitations. Subject to shareholder approval, fees waived or expenses paid or
assumed are subject to reimbursement to T. Rowe Price by each fund through the
indicated reimbursement date, but no reimbursement will be made if it would
result in a fund's expense ratio exceeding its specified limit.

________________________________________________________________
Expense Ratio Limitations

Fund       Limitation             Expense Ratio  Reimbursement
           Period                 Limitation     Date
________________________________________________________________
Moneya     March 1, 1995-         0.55%          February 28,
           February 28, 1997                     1999
________________________________________________________________
Bondb      March 1, 1995-         0.65%          February 28,
           February 28, 1997                     1999
________________________________________________________________

    a   The money fund previously operated under a 
        0.55% limitation that expired February 28, 1995. 
        Effective March 1, 1995, T. Rowe Price agreed 
        to extend the existing expense limitation of 
        0.55% for a period of two years from March 1, 1995. 
        Subject to shareholder approval, fees waived 
        or expenses paid or assumed under these agreements 
        are subject to reimbursement to T. Rowe Price 
        whenever the expense ratio is below 0.55%; however, 
        no reimbursement will be made after February 28, 1997 
        (for the first agreement), or February 28, 1999 
        (for the second agreement), or if it would result 
        in the expense ratio exceeding 0.55%. Any amounts 
        reimbursed will have the effect of increasing fees 
        otherwise paid by the fund.

    b   The bond fund previously operated under a 0.60%
        limitation that expired February 28, 1995. Effective
        March 1, 1995, T. Rowe Price agreed to increase the
        existing expense limitation of 0.60% to 0.65% for a
        period of two years from March 1, 1995. Subject to
        shareholder approval, fees waived or expenses paid
        or assumed under these agreements are subject to
        reimbursement to T. Rowe Price; however, no reimbursement
        will be made after February 28, 1997 (for the first
        agreement), or February 28, 1999 (for the second agreement),
        or if it would result in the expense ratio exceeding 0.60%
        (for the first agreement) or 0.65% (for the second agreement).
        Any amounts reimbursed will have the effect of
        increasing fees otherwise paid by the fund.
________________________________________________________________
Table 2B

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 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 L.L.P., independent accountants, whose
unqualified report covers the  periods shown.
<TABLE>
<CAPTION>
________________________________________________________________________________________________________
               Investment Activities  Distributions        End of Period

                       Net                                                                  Ratio
                    Realized                                                               of Net
                       and                                          Total           Ratio  Invest-
         Net         Unreal-                                       Return          of Ex-   ment
        Asset   Net   ized    Total                          Net   (Incl-          penses  Income
Period Value, Invest- Gain    from     Net                  Asset   udes     Net     to      to    Port-
Ended, Begin-  ment  (Loss)  Invest- Invest-  Net          Value,   Rein-  Assets   Aver-   Aver-  folio
Febr-   ning    In-    on     ment    ment   Real-  Total    End   vested    ($      age     age   Turn-
uary     of    come  Invest- Activi-   In-   ized  Distri-   of     Divi-   Thou-    Net     Net   over
28     Period (Loss)  ments   ties    come   Gain  butions Period  dends)  sands)  Assets  Assets  Rate
________________________________________________________________________________________________________
<S>   <C>     <C>    <C>     <C>     <C>     <C>   <C>     <C>     <C>     <C>     <C>     <C>     <C>

Money Fund

1987a  $1.000 $0.017b   -     $0.017 $(0.017) -   $(0.017)  $1.000  1.69%  $17,093  0.80%bd 3.30%d   -
1988c   1.000  0.037b   -      0.037  (0.037) -    (0.037)   1.000  3.78%   34,361  0.80%b  3.76%    -
1989    1.000  0.043b   -      0.043  (0.043) -    (0.043)   1.000  4.42%   44,510  0.80%b  4.36%    -
1990    1.000  0.051b   -      0.051  (0.051) -    (0.051)   1.000  5.23%   49,941  0.80%b  5.10%    -
1991    1.000  0.047b   -      0.047  (0.047) -    (0.047)   1.000  4.79%   54,529  0.72%b  4.69%    -
1992c   1.000  0.035b   -      0.035  (0.035) -    (0.035)   1.000  3.60%   53,429  0.55%b  3.54%    -
1993    1.000  0.022b   -      0.022  (0.022) -    (0.022)   1.000  2.22%   53,904  0.55%b  2.21%    -
1994    1.000  0.018b   -      0.018  (0.018) -    (0.018)   1.000  1.84%   57,736  0.55%b  1.82%    -
1995    1.000  0.025b   -      0.025  (0.025) -    (0.025)   1.000  2.49%   66,154  0.55%b  2.48%    -

Bond Fund

1987a $10.00  $0.33b   $0.34  $0.67  $(0.33)  -   $(0.33)  $10.34   6.78%  $24,289  0.85%bd 6.16%d 125.8%d
1988c  10.34   0.60b   (0.67) (0.07)  (0.60)  -    (0.60)    9.67  (0.29)%  28,306  1.00%b  6.44%  146.7%
1989    9.67   0.61b   (0.07)  0.54   (0.61)  -    (0.61)    9.60   5.81%   36,387  1.00%b  6.40%   88.5%
1990    9.60   0.62b    0.04   0.66   (0.62)  -    (0.62)    9.64   7.03%   47,287  0.96%b  6.40%   71.6%
1991    9.64   0.62b    0.10   0.72   (0.62)  -    (0.62)    9.74   7.73%   54,834  0.73%b  6.43%   61.5%
1992c   9.74   0.63b    0.38   1.01   (0.63)  -    (0.63)   10.12  10.67%   74,243  0.60%b  6.33%   48.7%
1993   10.12   0.62b    0.93   1.55   (0.62)  -    (0.62)   11.05  15.79%  112,026  0.60%b  5.91%   41.5%
1994   11.05   0.59b    0.09   0.68   (0.59)         $(0.16)(0.75)10.986.31%130,347 0.60%b  5.31%   84.9%
1995   10.98   0.58b   (0.53)  0.05   (0.58)           (0.08)(0.66)10.370.74%117,8470.60%b  5.71%  134.3%
__________________________________________________________________________________________________________
<FN>
    a   For the period August 28, 1986 (commencement of operations), to
        February 28, 1987.
    b   For the money fund, excludes expenses in excess of a 0.55% voluntary
        expense limitation in effect November 7, 1990, through February 28, 1995,
        and a 0.80% voluntary expense limitation in effect through November 6, 1990.
        For the bond fund, excludes expenses in excess of a 0.60% voluntary expense
        limitation in effect November 7, 1990, through February 28, 1995, a 0.80%
        voluntary expense limitation in effect November 1, 1989, through November 6, 1990,
        a 1.00% voluntary expense limitation in effect during the years ended
        February 28, 1989, and February 29, 1988, and a 0.85% voluntary expense limitation
        in effect through February 28, 1987.
    c   Fiscal year ended February 29.
    d   Annualized.
</FN>
_________________________________________________________________________________________________________
</TABLE>
Table 3


Fund, Market, and Risk Characteristics: What to Expect

To help you decide if the T. Rowe Price New York funds may be appropriate for
you, this section takes a closer look at their investment objectives and
approaches.

What are the funds' objectives and investment programs?
___________________________________________________________________________
INCOME FROM NEW YORK MUNICIPAL SECURITIES IS EXEMPT FROM FEDERAL AND NEW YORK
STATE AND CITY INCOME TAXES.

o    The New York Tax-Free Money Fund's objective is to provide the highest
     possible current income exempt from federal, New York state, and New York
     city income taxes consistent with preservation of principal and
     liquidity. The fund generally invests in municipal securities which
     mature in 13 months or less. The fund's yield will fluctuate in response
     to changes in interest rates, but the share price is managed to remain
     stable at $1.00. Although the fund has maintained a constant share price
     since its inception, and fund managers will make every effort to continue
     to meet this objective in the future, the price could drop below $1.00
     under certain circumstances, such as a major change in interest rates or
     default on one or more fund holdings. Unlike most bank accounts or
     certificates of deposit, your investment in the fund is not insured or
     guaranteed by the U.S. government.

o    The New York Tax-Free Bond Fund's investment objective is to provide,
     consistent with prudent portfolio management, the highest level of income
     exempt from federal, New York state, and New York city income taxes by
     investing primarily in investment-grade New York municipal bonds. The
     fund's dollar-weighted average maturity will usually exceed 10 years. 

Each fund will invest at least 65% of its total assets in New York municipal
securities. However, due to seasonal variations or shortages in the supply of
suitable short-term New York securities, each fund may invest periodically in
municipals whose interest is exempt from federal but not New York state and
city income taxes. Every effort will be made to minimize such investments, but
they could compose up to 10% of the fund's annual income.

What are the funds' credit quality guidelines?

o    The money fund will purchase securities which are rated within the two
     highest rating categories assigned by established rating agencies, or, if
     not rated, of equivalent investment quality as determined by T. Rowe
     Price. All securities purchased by the fund will present minimal credit
     risks in the opinion of T. Rowe Price.

o    The bond fund 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 fund 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 the 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 of securities 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.

At its discretion, the bond fund may retain a security whose credit quality is
down-graded after purchase. The money fund may also do so but only in
accordance with Rule 2a-7 under the Investment Company Act of 1940.

___________________________________________________________________________
A MORE DETAILED DISCUSSION OF THESE AND OTHER RISK CONSIDERATIONS IS CONTAINED
IN THE FUNDS' STATEMENT OF ADDITIONAL INFORMATION.

What are the main risks of investing in municipal bond and money market funds?

Since they are managed to maintain a $1.00 share price, money market funds
should have little risk of principal loss. The potential for realizing a loss
of principal in a bond or money market fund could derive from:

o    Interest rate or market risk: the decline in fixed-income securities and
     funds that may accompany a rise in the overall level of interest rates
     (please see Table 4). A sharp and unexpected rise in interest rates could
     cause a money fund's price to drop below a dollar. However, the extremely
     short-term securities held in money market portfolios-a means of
     achieving an overall fund objective of principal safety-reduces much of
     their potential for price fluctuation.

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. Money funds invest in very highly rated securities,
     thus reducing this risk.

o    Political risk: the chance that a significant restructuring of federal
     income tax rates, or even serious discussion on the topic in Congress,
     could cause municipal bond prices to fall. The demand for municipal bonds
     is strongly influenced by the value of tax exempt income to investors.
     Broadly lower tax rates could reduce the advantage of owning municipal
     bonds.

o    Geographical: the chance of price declines resulting from developments in
     a single state.

___________________________________________________________________________
SIGNIFICANT POLITICAL AND ECONOMIC DEVELOPMENTS WITHIN A STATE MAY HAVE
REPERCUSSIONS, DIRECT AND INDIRECT, ON VIRTUALLY ALL MUNICIPAL BONDS ISSUED IN
THE STATE.

What are the particular risks associated with single-state funds versus those
that invest nationally?

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 or city's general obligations. 

How does T. Rowe Price try to reduce risk?

Consistent with each fund's objective, the portfolio managers actively manage
the funds in an effort to manage 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.

o    Adjustments in a fund's duration to try to reduce the negative impact of
     rising interest rates or take advantage of the favorable effects of
     falling rates. Depending on market outlook, the investment manager may
     shorten or lengthen the fund's average effective maturity and duration
     within the ranges and guidelines established in this prospectus.

___________________________________________________________________________
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.

What is the credit quality of New York State and City general obligations?

As of June 1, 1995, the state was rated A by Moody's, A- by Standard & Poor's,
and A+ by Fitch; the city's ratings were Baa1 by Moody's and A- by Standard &
Poor's and Fitch. The state constitution requires that all general obligations
debt be approved by the voters. New York State, New York City, and related
issuers experienced financial instability in the mid-1970s, including defaults
by New York City and the New York Urban Development Corporation on their
short-term obligations. Both entities recovered during the subsequent decade.
Beginning in 1989, the state again experienced fiscal stress as the economy
slowed. Budget balancing difficulties continued in each subsequent year,
resulting in repeated downgrades by the rating agencies, most recently in
January of 1992. A return to balanced operations in 1992 and the state's
financial outlook combined to improve in fiscal 1994 and 1995. The 1996
budget, enacted 2 months late, assumes that the state will be able to
implement significant spending reductions to balance against an emerging
economic slowdown.

New York City's revenue base has been affected by the slowdown in the
financial service industry and the absence of other private sector growth. The
state's failure to pass a budget in a timely fashion contributed to downgrades
of the city's short-term note ratings in 1990 and 1991. Although the city has
balanced its budget and avoided operating deficits for the past 15 years, it
faces a challenging budget environment for fiscal 1996 due to significantly
reduced state aid and a flat economic outlook.

___________________________________________________________________________
THE YIELD OF EACH FUND WILL FLUCTUATE WITH CHANGING MARKET CONDITIONS AND
INTEREST RATE LEVELS. THE SHARE PRICE OF THE BOND FUND WILL ALSO FLUCTUATE.
WHEN YOU SELL YOUR SHARES, YOU MAY LOSE MONEY.

What about the quality of the funds' other holdings?

In addition to the state's general obligations, the funds will invest a
portion of their assets in bonds that are rated according to the issuer's
individual creditworthiness, such as notes and bonds of local governments and
public authorities. While local governments in New York 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 New York 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, 1995, Puerto Rico's general obligations were rated
Baa1 by Moody's and A by Standard & Poor's.

What are derivatives and can the funds invest in them?

The term derivative is used to describe financial instruments whose value is
derived from an underlying security (e.g., a stock or bond) or a market
benchmark (e.g., an interest rate index). Many types of investments
representing a wide range of potential risks and rewards fall under the
"derivatives" umbrella-from conventional instruments such as callable bonds,
futures, and options, to more exotic investments such as stripped mortgage
securities and structured notes. While it was only recently that the term
derivative has become widely known among the investing public, derivatives
have in fact been employed by investment managers for many years. The funds
will invest in derivatives only if the expected risks and rewards are
consistent with its objective, policies, and overall risk profile as described
in this prospectus. The money fund does not invest in high-risk, highly
leveraged derivatives. The bond fund limits its use of derivatives to
situations in which they may enable the fund to: increase yield; hedge against
a decline in principal value; invest in eligible asset classes with greater
efficiency and lower cost than is possible through direct investment; or
adjust duration. The bond fund will not invest in any high-risk, highly
leveraged derivative instrument which is expected to cause the price
volatility of the portfolio to be meaningfully different than that of a
long-term, investment-grade bond.

___________________________________________________________________________
BEFORE CHOOSING A FUND, YOU MAY WISH TO REVIEW THESE CHARACTERISTICS OF
MUNICIPAL SECURITIES.

Who issues 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?

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.

___________________________________________________________________________
MUNICIPAL SECURITIES ARE ALSO CALLED "TAX-EXEMPTS" BECAUSE THE INTEREST INCOME
THEY PROVIDE IS USUALLY EXEMPT FROM FEDERAL INCOME TAXES.

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
instance, 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. Normally, the funds will not purchase
any security if, as a result, more than 20% of the funds' income would be
subject to the AMT. The fund 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 New York bonds often below those of comparable issues from
other states?

Strong demand for New York 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 New York 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 New York's income tax. Compare this with the New York fund's
yield.

What are the major differences between money market and bond funds?

o    Price: Bond funds have a fluctuating share price. Money market funds are
     managed to maintain a stable share price.

o    Maturity: Short- and intermediate-term bond funds have longer average
     maturities (from one to 10 years) than money market funds (90 days or
     less). Longer-term bond funds have the longest average maturities (10
     years or more).

o    Income: Limited-term bond funds typically offer more income than money
     market funds and less income than longer-term bond funds.

Is a fund's yield fixed or will it vary?

___________________________________________________________________________
YOU MAY WANT TO REVIEW SOME FUNDAMENTALS THAT APPLY TO ALL FIXED-INCOME
INVESTMENTS.

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 of the bond fund will fluctuate, its yield will also
vary. Although money fund prices are stable, income is variable.

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

No for bond funds. Your total return is the result of reinvested income and
the change in share price for a given time period. Income is always a positive
contributor to total return and can enhance a rise in share price or serve as
an offset to a drop in share price. Since money funds are managed to maintain
a stable share price, their yield and total return should be the same.

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's or bond fund's maturity?

Every bond has a stated maturity date when the issuer must repay the
security'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 or money market mutual fund has no maturity in the strict sense of the
word, but does have a dollar-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 instruments when computing the average. Targeting effective
maturity provides additional flexibility in portfolio management but, all else
being equal, could result in higher volatility than a fund targeting a stated
maturity or maturity range.

What is meant by a bond's or bond fund's "duration"?

Duration is the time-weighted value of discounted future interest and
principal payments expressed in years. It measures bond price sensitivity to
interest rate changes more accurately than maturity because it takes into
account the time value of 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.

Since duration can also be computed for bond funds, you can estimate the
effect of interest rates on a bond fund's share price. Simply multiply the
fund's duration (available for T. Rowe Price bond funds in our quarterly
shareholder reports) by an expected change in interest rates. For example, the
price of a bond fund with a duration of five years would be expected to fall
approximately 5% if rates rose by one percentage point.

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
Maturity                  Bond Face Value if Interest Rates

                          Increase            Decrease
                          1%     2%           1%      2%
________________________________________________________________________
1 Year     4.30%          $990   $981         $1,010  $1,020
________________________________________________________________
5 Years    4.90            957    917          1,045   1,092
________________________________________________________________
10 Years   5.35            927    860          1,080   1,169
________________________________________________________________
20 Years   5.95            893    801          1,126   1,275
________________________________________________________________
30 Years   6.00            875    774          1,155   1,348
________________________________________________________________
Table 4  Coupons reflect yields on AAA-rated municipals 
as of April 30, 1995. This is an illustration and does 
not represent expected yields or share price changes 
of any T. Rowe Price fund.

Do money market securities react to changes in interest rates?

Yes. As interest rates change, the prices of money market securities
fluctuate, but changes are usually small because of their very short
maturities.

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

Review your own financial objectives, time horizon, and risk tolerance. Use
Table 5 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, the money 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

________________________________________________________________
Money   Two          Lowest       Stable        Not more 
        highest                                 than 90 days
________________________________________________________________
Bond    Primarily    Higher than  Greater than  10+ Years
        Four         a shorter-   a shorter-
        Highest      term bond    term bond
                     fund         fund
________________________________________________________________
Table 5

___________________________________________________________________________
NEITHER FUND SHOULD BE RELIED UPON AS A COMPLETE INVESTMENT PROGRAM, NOR BE
USED FOR SHORT-TERM TRADING PURPOSES.

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

You should review the "Investment Policies and Practices" section which
discusses the following: Types of Portfolio Securities (municipal securities,
private activity bonds, municipal lease obligations, municipal warrants,
securities with "puts" or other demand features, securities with credit
enhancements, synthetic or derivative securities, and private placements);
Types of 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

___________________________________________________________________________
THE VARIOUS WAYS YOU CAN BUY, SELL, AND EXCHANGE SHARES ARE EXPLAINED AT THE
END OF THIS PROSPECTUS AND ON THE NEW ACCOUNT FORM. THESE PROCEDURES MAY
DIFFER FOR INSTITUTIONAL ACCOUNTS.

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
valued 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

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.

___________________________________________________________________________
WHEN FILLING OUT THE NEW ACCOUNT FORM, YOU MAY WISH TO GIVE YOURSELF THE
WIDEST RANGE OF OPTIONS FOR RECEIVING PROCEEDS FROM A SALE.

Note: The time at which transactions are priced and the time until which
orders are accepted 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 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 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 banks, savings banks, and credit unions, which
electronically exchange the transactions primarily through the Federal Reserve
Banks. Proceeds sent by bank wire should be credited to your account the next
business day.

___________________________________________________________________________
IF FOR SOME REASON WE CANNOT ACCEPT YOUR REQUEST TO SELL SHARES, WE WILL
CONTACT YOU.

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

___________________________________________________________________________
THE FUNDS DISTRIBUTE ALL NET INVESTMENT INCOME AND REALIZED CAPITAL GAINS TO
SHAREHOLDERS.

Dividends and Other Distributions

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 at that time provided payment has been received on the previous
     business day.

o    Money funds declare income dividends daily at noon ET to shareholders of
     record at that time provided payment has been received by 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; 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.

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

Tax Information

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 a 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.

In January, the funds will send you Form 1099-B, indicating the date and
amount of each sale you made in the fund during the prior year. This
information will also be reported to the IRS. For accounts opened new or by
exchange in 1983 or later, we will provide you the gain or loss of the shares
you sold during the year based on the "average cost" method. This 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)
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 Form 1099-DIV
indicating the tax status of any capital gain distribution made to you. This
information will also be reported to the IRS. 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 gain distributions are taxable as ordinary income and
long-term gain distributions 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 you realize a loss on
the sale or exchange of fund shares held six months or less, your short-term
loss recognized is reclassified to long-term to the extent of any capital gain
distribution received.

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, at any time, reflect undistributed
capital gains or unrealized appreciation.

Note: For shareholders who receive social security benefits, the receipt of
tax-exempt interest may increase the portion of benefits that are subject to
tax.

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, Tele*Access (registered trademark), and PC*Access (registered
trademark) transactions. These exchange and redemption services 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 funds use
reasonable procedures (including shareholder identity verification) to confirm
that instructions given by telephone are genuine and are not liable for acting
on these instructions. If these procedures are not followed, it is the opinion
of certain regulatory agencies that the funds may be liable for any losses
that may result from acting on the instructions given. All conversations are
recorded, and a confirmation is sent promptly 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.

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

Excessive Trading

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 fund 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 to the fund 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.

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

Signature Guarantees

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

Organization and Management

___________________________________________________________________________
SHAREHOLDERS BENEFIT FROM T. ROWE PRICE'S 58 YEARS OF INVESTMENT MANAGEMENT
EXPERIENCE.

How are the funds organized?

The T. Rowe Price State Tax-Free Income Trust was organized in 1986 as a
Massachusetts business trust and is a "nondiversified, open-end investment
company," or mutual fund. The money fund and the bond fund were both organized
in 1986. 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.

___________________________________________________________________________
ALL DECISIONS REGARDING THE PURCHASE AND SALE OF FUND INVESTMENTS ARE MADE BY
T. ROWE PRICE-SPECIFICALLY BY THE FUNDS' PORTFOLIO MANAGERS.

Who runs the funds?

General Oversight. The funds are governed by a Board of Trustees that meets
regularly to review the funds' investments, performance, expenses, and other
business affairs. The Board elects the funds' officers. The policy of each
fund is that a majority of Board members will be independent of T. Rowe Price.

Portfolio Management. The funds have an Investment Advisory Committee,
composed of the following members: William T. Reynolds, Chairman, Janet G.
Albright, Patrice L. Berchtenbreiter, Paul W. Boltz, Michael P. Buckley,
Patricia S. Deford, Joseph K. Lynagh, Konstantine B. Mallas, Theodore E.
Robson, and William F. Snider, Jr. 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. Mr. Reynolds has been
Chairman of the funds' Committee since 1990. He joined T. Rowe Price in 1981,
and has been managing investments since 1978.

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, Inc., is 100 East
Pratt St., Baltimore, MD 21202. 

__________________________________________________________________________
THE MANAGEMENT AGREEMENT SPELLS OUT THE EXPENSES TO BE PAID BY EACH FUND.

How are fund expenses determined? 

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
under "Transaction and Fund Expenses"), 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 daily based on the combined net
assets of all T. Rowe Price funds (except Equity Index and the 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 over $38 billion at April 30, 1995,
the Group Fee was 0.34%.

Understanding Performance Information

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

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, in reports, in T. Rowe
Price advertisements, and in the media.

Total Return

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.

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

Yield

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 money fund may advertise a "current"
yield, reflecting the latest 7-day income annualized, or an "effective" yield,
which assumes the income has been reinvested in the fund.

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.

The fund's holdings of certain kinds of investments cannot exceed maximum
percentages of total assets, which are set forth herein. For instance, these
funds are not permitted to invest more than 10% of total assets in residual
interest bonds. While these restrictions provide a useful level of detail
about the fund's investment program, investors should not view them as an
accurate gauge of the potential risk of such investments. For example, in a
given period, a 5% investment in residual interest bonds could have
significantly more than a 5% impact on the fund's share price. The net effect
of a particular investment depends on its volatility and the size of its
overall return in relation to the performance of all the fund's other
investments.

Changes in the fund's holdings, the fund's performance, and the contribution
of various investments are discussed in the shareholder reports sent to you.

Types of Portfolio Securities 

In seeking to meet their investment objectives, the funds may invest in any
type of municipal security or instrument (including certain potentially
high-risk derivatives) 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.

Fundamental policy: Each fund is registered as a nondiversified mutual fund.
This means that each fund may invest a greater portion of its assets in a
single issuer than a diversified fund which may subject the funds to greater
risk with respect to their portfolio securities. However, because each fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code, it must invest so that, at the end of each quarter, with respect
to 50% of their total assets, not more than 5% of its assets are invested in
the securities of a single issuer, and with respect to the remaining 50%, no
more than 25% of fund assets are invested in a single issuer.

___________________________________________________________________________
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
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, each fund will not
purchase any security if, as a result, less than 80% of the fund's income
would be exempt from federal and New York state and city 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 New York state
and city 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
nonrated 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.

Municipal Warrants. Municipal warrants are essentially call options on
municipal bonds. In exchange for a premium, they give the purchaser the right,
but not the obligation, to purchase a municipal bond in the future. The fund
might purchase a warrant to lock in forward supply in an environment where the
current issuance of bonds is sharply reduced. Like options, warrants may
expire worthless and they may have reduced liquidity.

Operating policy: The fund will not invest more than 2% of its total assets in
municipal warrants.

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 bond 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 (bond fund) (a potentially high-risk derivative).
     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: The bond 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 (bond fund). 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: The bond 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: The bond fund may not invest more than 15% (10% for money
fund) of its net assets in illiquid securities, including unmarketable private
placements. 

Types of Management Practices

___________________________________________________________________________
CASH RESERVES PROVIDE FLEXIBILITY AND SERVE AS A SHORT-TERM DEFENSE DURING
PERIODS OF UNUSUAL MARKET VOLATILITY.

Cash Position (bond fund). The 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. The 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 (each fund) and Forwards (bond fund). 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 (bond fund). Futures (a potentially high-risk
derivative) 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
fund may use futures (and options on futures) to hedge against a potentially
unfavorable change in interest rates and to adjust its 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 the 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 the 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 331/3% 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 (bond fund). The fund generally purchases 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 the fund's investment
program, its portfolio turnover rate may exceed 100%. Although the fund does
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 bond fund's portfolio turnover rates for
the fiscal years ended February 28, 1995, 1994, and 1993, were 134.3%, 84.9%,
and 41.5%, 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,   Corpor-   Service,
           Inc.       ation     Inc.
_________________________________________________________________
Long-      Aaa        AAA       AAA           Highest
Term                                          quality
           ______________________________________________________
           Aa         AA        AA            High 
                                              quality
           ______________________________________________________
           A          A         A             Upper medium 
                                              grade
_________________________________________________________________
           Baa        BBB       BBB           Medium 
                                              grade

           Moody's              S&P             Fitch
_________________________________________________________________
Short-     MIG1/      Best      SP1+ Very       F-1+ Exception-
Term       VMIG1      quality        strong          ally
                                     quality         strong
                                                     quality

                                SP1  Strong     F-1  Very
                                     grade           strong
                                                     quality
           _____________________________________________________
           MIG2/      High      SP2  Satis-     F-2  Good
           VMIG2      quality        factory         credit
                                     grade           quality
________________________________________________________________
Comm-      P-1        Superior  A-1+ Extremely  F-1+ Exception-
ercial                quality        strong          ally
Paper                                quality         strong
                                                     quality
                                A-1  Strong     F-1  Very
                                     quality         strong
                                                     quality
           _____________________________________________________
           P-2        Strong    A-2  Satis-     F-2  Good
                      quality        factory         credit
                                     quality         quality
________________________________________________________________

Table 6

4    INVESTING WITH T. ROWE PRICE

Account Requirements and Transaction Information

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

Tax Identification Number

We must have your correct social security or corporate tax identification
number on a signed New Account Form or W-9 Form. Otherwise, federal law
requires the funds to withhold a percentage (currently 31%) of your dividends,
capital gain distributions, and redemptions, and may subject you to an IRS
fine. 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.

Institutional Accounts

Transaction procedures in the following sections may not apply to
institutional accounts. For procedures regarding institutional accounts,
please call your designated account manager or service representative.

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

________________________________________________________________
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

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

Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check together with the New Account Form to the
address at left. We do not accept third party checks to open new accounts.

By Wire

o    Call Investor Services for an account number and give the following wire
     address to your bank:

     Morgan Guaranty Trust Co. of New York 
     ABA #021000238 
     T. Rowe Price [fund name] 
     AC-00153938
     account name(s) and account number

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

Note: No services will be established and IRS penalty withholding may occur
until a signed New Account Form is received.

By Exchange

Call Shareholder Services or use Tele*Access or PC*Access (see "Automated
Services" under "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 your New Account Form at any of the locations listed on the cover and
obtain a receipt.

Note: The fund and its agents reserve the right to waive or lower investment
minimums; to accept initial purchases by telephone or mailgram; to cancel or
rescind any purchase or exchange (for example, if an account has been
restricted due to excessive trading or fraud) upon notice to the shareholder
within five business days of the trade or if the written confirmation has not
been received by the shareholder, whichever is sooner; to freeze any account
and suspend account services when notice has been received of a dispute
between the registered or beneficial account owners or there is reason to
believe a fraudulent transaction may occur; to otherwise modify the conditions
of purchase and 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

By ACH Transfer

Use Tele*Access, PC*Access 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."

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

By Mail

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

o    Make your check payable to T. Rowe Price Funds (otherwise it may be
     returned).

o    Mail the check to us at the address shown at left with either a fund
     reinvestment slip or a note indicating the fund you want to buy and your
     fund account number.

By Automatic Asset Builder

Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form. 

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 ,
PC*Access (if you have previously authorized telephone services), mailgram or
express mail. 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 (provided your bank information is already on
file). For charges, see "Electronic Transfers-By Wire" under "Shareholder
Services".

By Mail

Provide account name(s) and numbers, fund name(s), and exchange or redemption
amount. For exchanges, mail to the appropriate address below, 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 (please see "Transaction Procedures and Special
Requirements-Signature Guarantees").

Mailgram, Express, Registered, or 
Certified Mail:

T. Rowe Price Account Services
10090 Red Run Boulevard
Owings Mills, MD 21117

Regular Mail:

T. Rowe Price Account Services
P.O. Box 89000
Baltimore, MD 21289-0220

Shareholder Services

________________________________________________________________
SHAREHOLDER SERVICES
1-800-225-5132
1-410-625-6500

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 on, 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. 

Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.

Retirement Plans

We offer a wide range of plans for individuals and institutions, including
large and small businesses: IRAs, SEP-IRAs, Keoghs (profit sharing, money
purchase pension), 401(k), and 403(b)(7). For information on IRAs, call
Investor Services. For information on all other retirement plans, please call
our Trust Company at 1-800-492-7670.

___________________________________________________________________________
INVESTOR SERVICES
1-800-638-5660
1-410-547-2308

Exchange Service

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.

Automated Services

Tele*Access. 24-hour service via toll-free number provides information on fund
yields and prices, dividends, account balances, and your latest transaction as
well as the ability to request prospectuses, account and tax forms, duplicate
statements, checks, and to 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 investor center locations whose addresses are listed on
the cover.

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 incoming or outgoing wire transfers regardless of size.

Checkwriting (Not available for equity funds, or the High Yield Bond or
Emerging Markets Bond Funds)

You may write an unlimited number of free checks on any money market fund and
most bond 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. You can set up systematic investments from one fund
     account into another, such as from a money fund into a stock fund.

__________________________________________________________________________
DISCOUNT BROKERAGE IS A DIVISION OF T. ROWE PRICE INVESTMENT SERVICES, INC.

Discount Brokerage

You can trade stocks, bonds, options, precious metals, and other securities at
a 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.




























































          PAGE 2
          The prospectus for the T. Rowe Price Maryland Tax-Free Funds,
          dated July 1, 1995 should be inserted here.

          
<PAGE>   1
 
- --------------------------------------------------------------------------------

                                              PROSPECTUS
 
                                         ---------------------------------------
   
       TO OPEN AN ACCOUNT              
       INVESTOR SERVICES                      T. ROWE PRICE           
       1-800-638-5660                         MARYLAND TAX-FREE
       1-410-547-2308                         FUNDS
    
                                           
                                              T. Rowe Price     SHORT- AND LONG-
       FOR EXISTING ACCOUNTS                  State Tax-Free    TERM BOND FUNDS
       SHAREHOLDER SERVICES                   Income Trust      FOR INVESTORS
       1-800-225-5132                         July 1, 1995      SEEKING INCOME
       1-410-625-6500                                           THAT IS EXEMPT
                                                                FROM FEDERAL AND
                                                                MARYLAND STATE
   
       FOR YIELDS AND PRICES                                    AND LOCAL INCOME
       TELE*ACCESS(R)                                           TAXES.
       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, DC
 
       ARCO Tower
       31st Floor
       515 South Flower St.
       Los Angeles, CA
 


       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.

       Invest With Confidence




                                              [T. ROWE PRICE LOGO]
       MDC
<PAGE>   2
 
T. ROWE PRICE
State Tax-Free
Income Trust
July 1, 1995
 
PROSPECTUS



      Facts at a Glance
 
   
      INVESTMENT GOALS
    
 
      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 goals.

      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, Inc.
      ("T. Rowe Price") and its affiliates
      managed over $61 billion, including
      approximately $5.5 billion in municipal 
      bond assets, for over three million
      individual and institutional investor 
      accounts as of March 31, 1995.
    
 
 
      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.



Contents
 
   
<TABLE>
<S>   <C>                             <C>
      --------------------------------
      ABOUT THE FUNDS
1     --------------------------------
      Transaction and Fund Expenses    2
      --------------------------------
      Financial Highlights             4
      --------------------------------
      Characteristics                  5
      Fund, Market, and Risk
      --------------------------------
      ABOUT YOUR ACCOUNT
2     --------------------------------
      Pricing Shares;
      Receiving Sale Proceeds         11
      --------------------------------
      Distributions and Taxes         12
      --------------------------------
      Transaction Procedures and
      Special Requirements            14
      --------------------------------
      MORE ABOUT THE FUNDS
3     --------------------------------
      Organization and Management     16
      --------------------------------
      Understanding Fund Performance  17
      --------------------------------
      Investment Policies and
      Practices                       18
      --------------------------------
      INVESTING WITH T. ROWE PRICE
4     --------------------------------
      Account Requirements and
      Transaction Information         25
      --------------------------------
      Opening a New Account           25
      --------------------------------
      Purchasing Additional Shares    26
      --------------------------------
      Exchanging and Redeeming        27
      --------------------------------
      Shareholder Services            27
      --------------------------------
</TABLE>
    

   
    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,
    1995, has been filed with the Securities 
    and Exchange Commission and is incorporated by
    reference in this prospectus. To obtain a free copy, 
    call 1-800-638-5660.
    
<PAGE>   3
 
- - 1 ABOUT THE FUNDS
 
1 ABOUT THE FUNDS
 
                   Transaction and Fund Expenses
 
   
- -------------------------------------------------------------------------------
LIKE ALL T. ROWE
PRICE
FUNDS, THE FUNDS ARE
100% NO LOAD.
    
                   These tables should help you understand the kinds of expenses
                   you will bear directly or indirectly as a fund shareholder.
 
                   In Table 1 below, "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. "Annual Fund Expenses" provides an estimate of how
                   much it will cost to operate each fund for a year, based on
                   1995 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.
   
    
- -------------------------------------------------------------------------------
   
FOR THE FISCAL YEAR
ENDED FEBRUARY 28,
1995, THE SHORT-TERM
BOND AND TAX-FREE
BOND FUNDS PAID
$60,000 AND
$427,000,
RESPECTIVELY, TO
T. ROWE PRICE
SERVICES, INC., FOR
TRANSFER AND
DIVIDEND
DISBURSING FUNCTIONS
AND SHAREHOLDER
SERVICES, AND
$83,000
AND $81,000,
RESPECTIVELY, TO
T. ROWE PRICE FOR
ACCOUNTING SERVICES.
    
                   -------------------------------------------------------------
                   SHAREHOLDER TRANSACTION EXPENSES
   
<TABLE>
                          <S>                                             <C>                       <C>
                                                                          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
                          ------------------------------------------------------------------------------------------
                                                                          PERCENTAGE OF FISCAL 1995 AVERAGE NET ASSETS
                          ANNUAL FUND EXPENSES                                  
                                                                          SHORT-TERM                TAX-FREE
                                                                          BOND (AFTER REDUCTION)    BOND
                          ------------------------------------------------------------------------------------------
                          Management fee                                  0.30%(a)                  0.44%
                          ------------------------------------------------------------------------------------------
                          Marketing fees (12b-1)                          NONE                      NONE
                          ------------------------------------------------------------------------------------------
                          Total other (Shareholder servicing,
                            custodial, auditing, etc.)                    0.35%                     0.13%
                          ------------------------------------------------------------------------------------------
                          TOTAL FUND EXPENSES                             0.65%(a)                  0.57%
                          ------------------------------------------------------------------------------------------
                       (a) The Short-Term Bond Fund's management fee and its total expense ratio would have been
                           0.44% and 0.79%, respectively, had T. Rowe Price not agreed to reduce management fees in
                           accordance with the expense limitation described below. 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, which 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 through February
                           28, 1997. 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 February 28, 1999 (for the second agreement), or if it would result in the
                           expense ratio exceeding 0.65%. Any amounts reimbursed will have the effect of increasing
                           fees otherwise paid by the fund.
                          Note: The funds charge a $5 fee for wire redemptions under $5,000, subject to change
                            without notice.
                          ------------------------------------------------------------------------------------------
                          Table 1
</TABLE>
    
 
- --------------------------------
2  T. Rowe Price
<PAGE>   4
 
- - 1 ABOUT THE FUNDS
 
                   The main types of expenses, which all mutual funds may charge
                   against fund assets, are:
 
   
                 - 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%.
    
 
                 - "OTHER" ADMINISTRATIVE EXPENSES: primarily the servicing of
                   shareholder accounts, such as providing statements, reports,
                   disbursing dividends, as well as custodial services.
 
                 - 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
                   "Organization and Management."
    
 
                 - 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:
 
- -------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
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
                          <S>                           <C>             <C>             <C>             <C>
                          ------------------------------------------------------------------------------------------
                          SHORT-TERM BOND               $7              $21             $36             $81
                          ------------------------------------------------------------------------------------------
                          TAX-FREE BOND                 $6              $18             $32             $71
                          ------------------------------------------------------------------------------------------
                          Table 2
</TABLE>

    
   
 
                                                --------------------------------
                                                                T. Rowe Price  3
<PAGE>   5
 
- - 1 ABOUT THE FUNDS
 
                   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 table is part of each fund's
                   financial statements which are included in the funds' annual
                   report and 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 L.L.P.,
                   independent accountants, whose unqualified report covers the
                   periods shown.

    
   
<TABLE>
<CAPTION>
====================================================================================
                                 INVESTMENT ACTIVITIES             DISTRIBUTIONS

                                        Net
                 Net Asset  Net         Realized
Period           Value,     Investment  and         Total From  Net        Net
Ended,           Beginning  Income      (Loss) on   Investment  Investment Realized
February 28      of Period  (Loss)      Investments Activities  Income     Gain
====================================================================================
<S>              <C>         <C>        <C>         <C>         <C>         <C>
SHORT-TERM BOND
  1993(a)        $ 5.00      $0.01(b)   $ 0.07      $ 0.08      $(0.01)         --
  1994             5.07       0.15(b)     0.02        0.17       (0.15)         --
  1995             5.09       0.18(b)    (0.05)       0.13       (0.18)         --
- -----------------------------------------------------------------------------------
TAX-FREE BOND
  1988(d)(f)     $10.00      $0.51      $(0.60)     $(0.09)     $(0.51)         --
  1989             9.40       0.57       (0.10)       0.47       (0.57)         --
  1990             9.30       0.60        0.18        0.78       (0.60)     $(0.03)
  1991             9.45       0.60        0.16        0.76       (0.60)         --
  1992(f)          9.61       0.59        0.26        0.85       (0.59)      (0.05)
  1993             9.82       0.57        0.73        1.30       (0.57)      (0.05)
  1994            10.50       0.56        0.05        0.61       (0.56)      (0.10)
  1995            10.45       0.56       (0.44)       0.12       (0.56)      (0.02)
- -----------------------------------------------------------------------------------
<CAPTION>
==================================================================================================
              DISTRIBUTIONS            END OF PERIOD

                                                                             Ratio
                            Net       Total                                  of Net
                            Asset     Return                    Ratio of     Investment
Period                      Value,    (Includes                 Expense      Income      Portfolio
Ended,        Total         End of    Reinvested  Net Assets    to Average   to Average  Turnover
February 28   Distributions Period    Dividends)  ($ Thousands) Net Assets   Net Assets  Rate
==================================================================================================
<S>           <C>           <C>       <C>         <C>           <C>          <C>         <C>
SHORT-TERM 
 BOND
  1993(a)     $(0.01)       $ 5.07     1.67%      $ 10,094      0.65%(b)(c)  2.96%(c)     96.9%(c)
  1994         (0.15)         5.09     3.49%        76,049      0.65%(b)     3.09%        20.5%
  1995         (0.18)         5.04     2.64%        74,808      0.65%(b)     3.59%       105.3%
- --------------------------------------------------------------------------------------------------
TAX-FREE BOND
  1988(d)(f)  $(0.51)       $ 9.40    (0.60)%     $ 63,240      0.85%(c)(e)  6.15%(c)    177.8%(c)
  1989         (0.57)         9.30     5.24%       113,528      0.92%        6.23%        63.8%
  1990         (0.63)         9.45     8.54%       193,771      0.85%        6.29%        57.5%
  1991         (0.60)         9.61     8.37%       300,974      0.68%        6.38%        52.2%
  1992(f)      (0.64)         9.82     9.13%       475,188      0.64%        6.04%        21.9%
  1993         (0.62)        10.50    13.75%       724,469      0.61%        5.72%        22.3%
  1994         (0.66)        10.45     5.93%       821,402      0.57%        5.31%        24.3%
  1995         (0.58)         9.99     1.43%       724,823      0.57%        5.73%        28.9%
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
(a) For the period January 29, 1993 (commencement of operations) to February 28,
    1993.
(b) Excludes expenses in excess of a 0.65% voluntary expense limitation in 
    effect through February 28, 1995.
(c) Annualized.
(d) For the period March 31, 1987 (commencement of operations) to February 29,
    1988.
(e) Excludes expenses in excess of a 0.85% voluntary expense limitation in 
    effect through February 29, 1988.
(f) Year ended February 29.
- --------------------------------------------------------------------------------
Table 3
 
- --------------------------------
4  T. Rowe Price
<PAGE>   6
 
- - 1 ABOUT THE FUNDS
 
                   Fund, Market, and Risk 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.
    
 
- -------------------------------------------------------------------------------
   
INCOME FROM MARYLAND
MUNICIPAL SECURITIES
IS EXEMPT FROM
FEDERAL
AND MARYLAND STATE
AND LOCAL INCOME
TAXES.
                   WHAT ARE THE FUNDS' OBJECTIVES AND INVESTMENT PROGRAMS?
                 - 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 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 Maryland
                   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 10 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.
    
 
- -------------------------------------------------------------------------------
   
AT THEIR DISCRETION,
THE
FUNDS MAY RETAIN A
SECURITY WHOSE
CREDIT
QUALITY IS
DOWNGRADED
AFTER PURCHASE.
    
                   WHAT ARE THE FUNDS' CREDIT QUALITY GUIDELINES?
                   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.
 
- -------------------------------------------------------------------------------
   
A MORE DETAILED
DISCUSSION OF THESE
AND OTHER RISK
CONSIDERATIONS IS
CONTAINED IN THE
FUNDS'
STATEMENT OF
ADDITIONAL
INFORMATION.
    
   
    
   
                  WHAT ARE THE MAIN RISKS OF INVESTING IN MUNICIPAL BOND FUNDS?
    
                   The potential for realizing a loss of principal in a bond
                   fund could derive from:
 
                 - Interest rate or market risk: the decline in fixed-income
                   securities and funds that may accompany a rise in the overall
                   level of interest rates (please see Table 4).
 
                                                --------------------------------
                                                                T. Rowe Price  5
<PAGE>   7
 
- - 1 ABOUT THE FUNDS
 
                 - 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.
 
- -------------------------------------------------------------------------------
SIGNIFICANT
POLITICAL
AND ECONOMIC
DEVELOPMENTS WITHIN
A STATE MAY HAVE
REPERCUSSIONS,
DIRECT
AND INDIRECT, ON
VIRTUALLY ALL
MUNICIPAL
BONDS ISSUED IN THE
STATE.           - Political risk: the chance that a significant restructuring
                   of federal income tax rates, or even serious discussion on
                   the topic in Congress, could cause municipal bond prices to
                   fall. The demand for municipal bonds is strongly influenced
                   by the value of tax exempt income to investors. Broadly lower
                   tax rates could reduce the advantage of owning municipal
                   bonds.
 
                 - Geographical: the chance of price declines resulting from
                   developments in a single state.
 
                   WHAT ARE THE PARTICULAR RISKS ASSOCIATED WITH SINGLE-STATE
                   FUNDS VERSUS THOSE THAT INVEST NATIONALLY?
                   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 or locality 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.
   
    
 
                   HOW DOES T. ROWE PRICE TRY TO REDUCE RISK?
                   Consistent with each fund's objective, the portfolio manager
                   actively manages the funds in an effort to manage risk and
                   increase total return. Risk management tools include:
 
   
                 - Diversification of assets to reduce the impact of a single
                   holding on a fund's net asset value.
 
                 - Thorough credit research by our own analysts.
    
 
                 - Adjustments in a fund's duration to try to reduce the
                   negative impact of rising interest rates or take advantage of
                   the favorable effects of falling rates. Depending on market
                   outlook, the investment manager may shorten or lengthen the
                   fund's average effective maturity and duration within the
                   ranges and guidelines established in this prospectus.
 
- -------------------------------------------------------------------------------
   
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.
    
   
                   WHAT IS THE CREDIT QUALITY OF MARYLAND GENERAL OBLIGATIONS?
                   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, 1995. For more than a century, the
                   state has paid the principal and interest on its general
                   obligation bonds when due and has not issued 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.
    
 
- --------------------------------
6  T. Rowe Price
<PAGE>   8
 
- - 1 ABOUT THE FUNDS
 
- -------------------------------------------------------------------------------
   
THE SHARE PRICE AND
YIELD OF EACH FUND
WILL
FLUCTUATE WITH
CHANGING MARKET
CONDITIONS AND
INTEREST
RATE LEVELS. WHEN
YOU
SELL YOUR SHARES,
YOU
MAY LOSE MONEY.
    
                   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,
                   1995, Puerto Rico's general obligations were rated Baa1 by
                   Moody's and A by Standard & Poor's.
 
   
                   WHAT ARE DERIVATIVES AND CAN THE FUNDS INVEST IN THEM?
                   The term derivative is used to describe financial instruments
                   whose value is derived from an underlying security (e.g., a
                   stock or bond) or a market benchmark (e.g., an interest rate
                   index). Many types of investments representing a wide range
                   of potential risks and rewards fall under the "derivatives"
                   umbrella--from conventional instruments such as callable
                   bonds, futures and options, to more exotic investments such
                   as stripped mortgage securities and structured notes. While
                   it was only recently that the term derivative has become
                   widely known among the investing public, derivatives have in
                   fact been employed by investment managers for many years.
                   Each fund will invest in derivatives only if the expected
                   risks and rewards are consistent with its objective,
                   policies, and overall risk profile as described in this
                   prospectus. The funds limit their use of derivatives to
                   situations in which they may enable the fund to: increase
                   yield; hedge against a decline in principal value; invest in
                   eligible asset classes with greater efficiency and lower cost
                   than is possible through direct investment; or, adjust the
                   fund's duration. These funds will not invest in any
                   high-risk, highly leveraged derivative instrument which is
                   expected to cause the price volatility of the portfolio to be
                   meaningfully different than that of 1) a three-year
                   investment-grade bond for the Short-Term Tax-Free Bond Fund;
                   or 2) a long-term investment-grade bond for the Tax-Free Bond
                   Fund.
    
 
- -------------------------------------------------------------------------------
   
BEFORE CHOOSING A
FUND, YOU MAY WISH
TO
REVIEW THESE
CHARACTERISTICS OF
MUNICIPAL
SECURITIES.
    
                   WHO ISSUES 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?
                   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.
 
                                                --------------------------------
                                                                T. Rowe Price  7
<PAGE>   9
 
- - 1 ABOUT THE FUNDS
 
- -------------------------------------------------------------------------------
   
MUNICIPAL SECURITIES
ARE ALSO CALLED
"TAX-
EXEMPTS" BECAUSE THE
INTEREST INCOME THEY
PROVIDE IS USUALLY
EXEMPT FROM FEDERAL
INCOME TAXES.
    
   
                   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 instance, 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. Normally, the funds will not purchase any security
                   if, as a result, more than 20% of the fund's income would be
                   subject to the AMT. 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.
 
- -------------------------------------------------------------------------------
   
YOU MAY WANT TO
REVIEW SOME
FUNDAMENTALS THAT
APPLY TO ALL
FIXED-INCOME
INVESTMENTS.
    
                   IS A FUND'S YIELD FIXED OR WILL IT VARY?
                   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"?
                   Not for bond funds. Your total return is the result of
                   reinvested income and the change in share price for a given
                   time period. Income is always a positive contributor to total
                   return and can enhance a rise in share price or serve as an
                   offset to a drop in share price.
    
 
                   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'S OR BOND FUND'S MATURITY?
                   Every bond has a stated maturity date when the issuer must
                   repay the security'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
    
 
- --------------------------------
8  T. Rowe Price
<PAGE>   10
 
- - 1 ABOUT THE FUNDS
 
                   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 dollar-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 instruments when
                   computing the average. Targeting effective maturity provides
                   additional flexibility in portfolio management but, all else
                   being equal, could result in higher volatility than a fund
                   targeting a stated maturity or maturity range.
 
   
                   WHAT IS MEANT BY A BOND'S OR BOND FUND'S "DURATION"?
                   Duration is the time-weighted value of discounted future
                   interest and principal payments expressed in years. It
                   measures bond price sensitivity to interest rate changes more
                   accurately than maturity because it takes into account the
                   time value of 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.
    
   
    
 
                   Since duration can also be computed for bond funds, you can
                   estimate the effect of interest rates on a bond fund's share
                   price. Simply multiply the fund's duration (available for
                   T. Rowe Price bond funds in our shareholder reports) by an
                   expected change in interest rates. For example, the price of
                   a bond fund with a duration of five years would be expected
                   to fall approximately 5% if rates rose by one percentage
                   point.
 
                   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.
- -------------------------------------------------------------------------------
IN GENERAL, THE
LONGER
THE BOND'S MATURITY,
THE GREATER THE
PRICE
INCREASE OR DECREASE
IN RESPONSE TO A
GIVEN
CHANGE IN INTEREST
RATES, AS SHOWN IN
THE
TABLE TO THE RIGHT.-------------------------------------------------------------
                   HOW INTEREST RATES AFFECT BOND PRICES
 
<TABLE>
<CAPTION>
                             BOND MATURITY            COUPON      PRICE PER $1,000 OF BOND FACE VALUE IF INTEREST RATES
                                                                  Increase                     Decrease
                                                                  1%            2%             1%             2%
                          <S>                 <C>                    <C>        <C>               <C>        <C>
                          ------------------------------------------------------------------------------------------
                          1 Year              4.30%                  $990       $981              $1,010     $1,020
                          ------------------------------------------------------------------------------------------
                          5 Years             4.90                    957        917               1,045      1,092
                          ------------------------------------------------------------------------------------------
                          10 Years            5.35                    927        860               1,080      1,169
                          ------------------------------------------------------------------------------------------
                          20 Years            5.95                    893        801               1,126      1,275
                          ------------------------------------------------------------------------------------------
                          30 Years            6.00                    875        774               1,155      1,348
                          ------------------------------------------------------------------------------------------
</TABLE>
 
   
                         Table 4   Coupons reflect yields on AAA-rated
                                   municipals as of April 30, 1995. This is an
                                   illustration and does not represent expected
                                   yields or share price changes of any T. Rowe
                                   Price fund.
    
 
                   HOW CAN I DECIDE WHICH MARYLAND FUND IS MOST APPROPRIATE FOR
                   ME?
 
   
                   Review your own financial objectives, time horizon, and risk
                   tolerance. Use Table 5, which summarizes the funds' main
                   characteristics, to choose a fund (or funds) suitable for
                   your
 
    
                                                --------------------------------
                                                                T. Rowe Price  9
<PAGE>   11
 
- - 1 ABOUT THE FUNDS
 
                   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.
 
- -------------------------------------------------------------------------------
   
NEITHER FUND SHOULD
BE
RELIED UPON AS A
COMPLETE INVESTMENT
PROGRAM, NOR BE USED
FOR SHORT-TERM
TRADING
PURPOSES.
    
- --------------------------------------------------------------------------------
                                                       DIFFERENCES BETWEEN FUNDS
 
<TABLE>
<CAPTION>
                                                            CREDIT                                 RISK OF
                                                           QUALITY                               SHARE PRICE           EXPECTED
                                    FUND                  CATEGORIES            INCOME           FLUCTUATION       AVERAGE MATURITY
                          <S>                          <C>                 <C>                 <C>                 <C>
                          ------------------------------------------------------------------------------------------
                          SHORT-TERM BOND              Primarily four      Low to              Low to              Generally one to
                                                       highest             moderate            moderate            three years
                          ------------------------------------------------------------------------------------------
                          TAX-FREE BOND                Primarily four      High                High                10+ Years
                                                       highest
                          ------------------------------------------------------------------------------------------
</TABLE>
 
                         Table 5
 
                   IS THERE ADDITIONAL INFORMATION ABOUT THE FUNDS TO HELP ME
                   MAKE A DECISION?
 
   
                   You should review the investment policies and practices
                   section which discusses the following: Types of Portfolio
                   Securities (municipal securities, private activity bonds,
                   municipal lease obligations, municipal warrants, securities
                   with "puts" or other demand features, securities with credit
                   enhancements, synthetic or derivative securities, and private
                   placements); and Types of 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).
    
 
- --------------------------------
10  T. Rowe Price
<PAGE>   12
 
- - 2 ABOUT YOUR ACCOUNT
 
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.
 
- -------------------------------------------------------------------------------
   
THE VARIOUS WAYS YOU
CAN BUY, SELL, AND
EXCHANGE SHARES ARE
EXPLAINED AT THE END
OF THIS PROSPECTUS
AND
ON THE NEW ACCOUNT
FORM. THESE PROCE-
DURES MAY DIFFER FOR
INSTITUTIONAL
ACCOUNTS.
    
   
                   HOW AND WHEN SHARES ARE PRICED
                   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 valued
                   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
                   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.
 
- -------------------------------------------------------------------------------
   
WHEN FILLING OUT THE
NEW ACCOUNT FORM,
YOU MAY WISH TO GIVE
YOURSELF THE WIDEST
RANGE OF OPTIONS FOR
RECEIVING PROCEEDS
FROM A SALE.       
    
                   Note: The time at which transactions are priced and the time
                   until which orders are accepted 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 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 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
                   banks, savings banks, and credit unions which electronically
                   exchange the transactions primarily through the Federal
                   Reserve Banks. Proceeds sent by bank wire should be credited
                   to your bank account the next business day.
    
 
- -------------------------------------------------------------------------------
IF FOR SOME REASON
WE
CANNOT ACCEPT YOUR
REQUEST TO SELL
SHARES,
WE WILL CONTACT YOU.
                   Exception:
 
                 - 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.
 
                                                --------------------------------
                                                               T. Rowe Price  11
<PAGE>   13
 
- - 2 ABOUT YOUR ACCOUNT
 
                   Useful Information on Distributions and Taxes
 
- -------------------------------------------------------------------------------
   
THE FUNDS DISTRIBUTE
ALL NET INVESTMENT
INCOME AND REALIZED
CAPITAL GAINS TO
SHAREHOLDERS.
    
   
                   DIVIDENDS AND OTHER DISTRIBUTIONS
                   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
                 - Bond funds declare income dividends daily at 4 p.m. ET to
                   shareholders of record at that time provided payment has been
                   received on the previous business day.
 
                 - Money funds declare income dividends daily at noon ET to
                   shareholders of record at that time provided payment has been
                   received by that time.
 
                 - Bond and money funds pay dividends on the last business day
                   of each month.
 
                 - Bond and money fund shares will earn dividends through the
                   date of redemption; 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
                 - A capital gain or loss is the difference between the purchase
                   and sale price of a security.
 
                 - 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.
 
- -------------------------------------------------------------------------------
   
THE FUNDS SEND
TIMELY
INFORMATION FOR YOUR
TAX FILING NEEDS.
    
                   TAX INFORMATION
                   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:
 
                 - you sell fund shares, including an exchange from one fund to
                   another; or
 
                 - 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.
 
- --------------------------------
12  T. Rowe Price
<PAGE>   14
 
- - 2 ABOUT YOUR ACCOUNT
 
                   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.
 
   
                   In January, the funds will send you Form 1099-B, indicating
                   the date and amount of each sale you made in the fund during
                   the prior year. This information will also be reported to the
                   IRS. For accounts opened new or by exchange in 1983 or later,
                   we will provide you the gain or loss of the shares you sold
                   during the year based on the "average cost" method. This
                   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) 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 Form 1099-DIV indicating the tax status of any capital
                   gain distribution made to you. This information will also be
                   reported to the IRS. 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 gain distributions are taxable as ordinary
                   income and long-term gain distributions are taxable at the
                   applicable long-term gain rate. The gain is long-term or
                   short-term depending on how long the fund held the
                   securities, not how long you held shares in the fund. If you
                   realize a loss on the sale or exchange of fund shares held
                   six months or less, your short-term loss recognized is
                   reclassified to long-term to the extent of any capital gain
                   distribution received.
    
 
                   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, at any time, reflect undistributed capital gains
                   or unrealized appreciation.
 
   
                   Note: For shareholders who receive social security benefits,
                   the receipt of tax-exempt interest may increase the portion
                   of benefits that are subject to tax.
    
 
                                                --------------------------------
                                                               T. Rowe Price  13
<PAGE>   15
 
- - 2 ABOUT YOUR ACCOUNT
 
                   Transaction Procedures and Special Requirements
 
                   PURCHASE CONDITIONS
- -------------------------------------------------------------------------------
FOLLOWING THESE PRO-
CEDURES 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, TELE*ACCESS(R), AND PC*ACCESS(R)
                   TRANSACTIONS. These exchange and redemption services 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 funds use reasonable procedures
                   (including shareholder identity verification) to confirm that
                   instructions given by telephone are genuine and are not
                   liable for acting on these instructions. If these procedures
                   are not followed, it is the opinion of certain regulatory
                   agencies that the funds may be liable for any losses that may
                   result from acting on the instructions given. All
                   conversations are recorded, and a confirmation is sent
                   promptly 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.
 
- -------------------------------------------------------------------------------
T. ROWE PRICE MAY
BAR
EXCESSIVE TRADERS
FROM PURCHASING
SHARES.            EXCESSIVE TRADING
                   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.
 
- --------------------------------
14  T. Rowe Price
<PAGE>   16
 
- - 2 ABOUT YOUR ACCOUNT
 
   
                   For example, you are in fund A. You can move substantial
                   assets from fund 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 to the fund 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.
 
- -------------------------------------------------------------------------------
A SIGNATURE
GUARANTEE
IS DESIGNED TO
PROTECT
YOU AND THE FUND
FROM
FRAUD BY VERIFYING
YOUR
SIGNATURE.         SIGNATURE GUARANTEES
                   You may need to have your signature guaranteed in certain
                   situations, such as:
 
                 - Written requests 1) to redeem over $50,000 or 2) to wire
                   redemption proceeds.
 
                 - Remitting redemption proceeds to any person, address, or bank
                   account not on record.
 
                 - Transferring redemption proceeds to a T. Rowe Price fund
                   account with a different registration from yours.
 
                 - 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.
    
 
                                                --------------------------------
                                                               T. Rowe Price  15
<PAGE>   17
 
- - 3 MORE ABOUT THE FUNDS
 
3 MORE ABOUT THE FUNDS
 
   
                   Organization and Management
    
 
- -------------------------------------------------------------------------------
SHAREHOLDERS BENEFIT
FROM T. ROWE PRICE'S
58 YEARS OF
INVESTMENT
MANAGEMENT
EXPERIENCE.
   
                   HOW ARE THE FUNDS ORGANIZED?
                   The T. Rowe Price State Tax-Free Income Trust was organized
                   in 1986 as a Massachusetts business trust and is a
                   "nondiversified, open-end investment company," or mutual
                   fund. The Short-Term Bond Fund was organized in 1993 and the
                   Tax-Free Bond Fund was organized in 1987. 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:
 
                 - receive a proportional interest in a fund's income and
                   capital gain distributions;
 
                 - 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
REGARD-
ING THE PURCHASE
AND SALE OF FUND
INVESTMENTS ARE
MADE BY
T. ROWE PRICE --
SPECIFICALLY BY
THE FUNDS' 
PORTFOLIO
MANAGERS.
   
                   GENERAL OVERSIGHT. The funds are governed by a Board of
                   Trustees that meets regularly to review the funds'
                   investments, performance, expenses, and other business
                   affairs. The Board elects the funds' officers. The policy of
                   each fund is that a majority of Board members will be
                   independent of T. Rowe Price.
    
 
   
                   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.
    
 
- --------------------------------
16  T. Rowe Price
<PAGE>   18
 
- - 3 MORE ABOUT THE FUNDS
 
   
                   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, Inc. is
                   100 East Pratt St., Baltimore, MD 21202.
    
 
- -------------------------------------------------------------------------------
   
THE MANAGEMENT
AGREEMENT SPELLS OUT
THE EXPENSES TO BE
PAID BY EACH FUND.
    
   
                   HOW ARE FUND EXPENSES DETERMINED?
                   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 under "Transaction and Fund Expenses"),
                   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 daily
                   based on the combined net assets of all T. Rowe Price funds
                   (except Equity Index and the 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.
 
<TABLE>
                     <S>                      <C>                      <C>
                     0.480% First $1 billion  0.370% Next $1 billion   0.330% Next $10 billion
                     0.450% Next $1 billion   0.360% Next $2 billion   0.320% Next $10 billion
                     0.420% Next $1 billion   0.350% Next $2 billion   0.310% Thereafter
                     0.390% Next $1 billion   0.340% Next $5 billion
</TABLE>
 
                   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 over $38 billion at April 30, 1995, the
                   Group Fee was 0.34%.
 
                   Understanding Performance Information
- -------------------------------------------------------------------------------
   
TOTAL RETURN IS THE
MOST WIDELY USED
PERFORMANCE MEASURE.
DETAILED PERFORMANCE
INFORMATION IS
INCLUDED IN THE FUNDS'
ANNUAL REPORTS AND
QUARTERLY
SHAREHOLDER REPORTS.
    
   
                   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, in reports, in T. Rowe Price
                   advertisements, and in the media.
                   TOTAL RETURN
                   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.
    
 
                                                --------------------------------
                                                               T. Rowe Price  17
<PAGE>   19
 
- - 3 MORE ABOUT THE FUNDS
 
                   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.
 
- -------------------------------------------------------------------------------
   
YOU WILL SEE
FREQUENT
REFERENCES TO THE
FUNDS' YIELDS IN OUR
REPORTS, IN ADVER-
TISEMENTS, IN MEDIA
STORIES, AND SO ON.
    
                   YIELD
                   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 INVEST-
MENT 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.
 
                   The fund's holding of certain kinds of investments cannot
                   exceed maximum percentages of total assets, which are set
                   forth herein. For instance, these funds are not permitted to
                   invest more than 10% of total assets in residual interest
                   bonds. While these restrictions provide a useful level of
                   detail about the fund's investment program, investors should
                   not view them as an
 
- --------------------------------
18  T. Rowe Price
<PAGE>   20
 
- - 3 MORE ABOUT THE FUNDS
 
                   accurate gauge of the potential risk of such investments. For
                   example, in a given period, a 5% investment in residual
                   interest bonds could have significantly more than a 5% impact
                   on the fund's share price. The net effect of a particular
                   investment depends on its volatility and the size of its
                   overall return in relation to the performance of all the
                   fund's other investments.
 
                   Changes in the fund's holdings, the fund's performance, and
                   the contribution of various investments are discussed in the
                   shareholder reports sent to you.
 
                   TYPES OF PORTFOLIO SECURITIES
                   In seeking to meet their investment objectives, the funds may
                   invest in any type of municipal security or instrument
                   (including certain potentially high-risk derivatives) 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.
   
    
 
   
                   Fundamental policy: Each fund is registered as a
                   nondiversified mutual fund. This means that each fund may
                   invest a greater portion of its assets in a single issuer
                   than a diversified fund which may subject the funds to
                   greater risk with respect to their portfolio securities.
                   However, because each fund intends to qualify as a "regulated
                   investment company" under the Internal Revenue Code, it must
                   invest so that, at the end of each quarter, with respect to
                   50% of their total assets, not more than 5% of their assets
                   are invested in the securities of a single issuer, and with
                   respect to the remaining 50%, no more than 25% of fund assets
                   are invested in a single issuer.
    
 
- -------------------------------------------------------------------------------
   
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 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.
 
                                                --------------------------------
                                                               T. Rowe Price  19
<PAGE>   21
 
- - 3 MORE ABOUT THE FUNDS
 
                   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 nonrated 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.
 
   
                   MUNICIPAL WARRANTS. Municipal warrants are essentially call
                   options on municipal bonds. In exchange for a premium, they
                   give the purchaser the right, but not the obligation, to
                   purchase a municipal bond in the future. The fund might
                   purchase a warrant to lock in forward supply in an
                   environment where the current issuance of bonds is sharply
                   reduced. Like options, warrants may expire worthless and they
                   may have reduced liquidity.
    
 
                   Operating policy: Each fund will not invest more than 2% of
                   its total assets in municipal warrants.
 
                   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.
 
                 - 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.
 
                 - 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
 
- --------------------------------
20  T. Rowe Price
<PAGE>   22
 
- - 3 MORE ABOUT THE FUNDS
 
   
                   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 bond 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.
    
 
                 - 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:
 
   
                 - Residual Interest Bonds (a potentially high-risk
                   derivative). 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.
 
   
                 - 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.
    
 
   
                 - 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.
 
    
                                                --------------------------------
                                                               T. Rowe Price  21
<PAGE>   23
 
- - 3 MORE ABOUT THE FUNDS
 
                   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 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 (a potentially high-risk
                   derivative) 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.
 
- --------------------------------
22  T. Rowe Price
<PAGE>   24
 
- - 3 MORE ABOUT THE FUNDS
 
                   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 33 1/3% 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. 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 rates for the
                   fiscal years ended February 28, 1995 and 1994, were 105.3%
                   and 20.5%, respectively, 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, 1995, 1994, and 1993,
                   were 28.9%, 24.3%, and 22.3%, 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.
 
                                                --------------------------------
                                                               T. Rowe Price  23
<PAGE>   25
 
- - 3 MORE ABOUT THE FUNDS
 
                   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.
 
<TABLE>
<CAPTION>
                          ------------------------------------------------------------------------------------------
                          RATINGS OF MUNICIPAL DEBT SECURITIES
                                           MOODY'S       STANDARD
                                          INVESTORS      & POOR'S         FITCH INVESTORS
                                        SERVICE, INC.   CORPORATION        SERVICE, INC.               DEFINITION
                          <S>          <C>            <C>            <C>                       <C>
                          ------------------------------------------------------------------------------------------
                          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 quality   SP1+ Very strong quality  F-1+ Exceptionally strong
                                                                                               quality
                                                                     SP1  Strong grade
                                                                                               F-1  Very strong quality
                                       ------------------------------------------------------------------------------
                                       MIG2/VMIG2     High quality   SP2  Satisfactory grade   F-2  Good credit quality
                          ------------------------------------------------------------------------------------------
                          COMMERCIAL   P-1 Superior quality          A-1+ Extremely strong     F-1+ Exceptionally strong
                          PAPER                                      quality                   quality
                                                                     A-1  Strong quality       F-1  Very strong quality
                                       ------------------------------------------------------------------------------
                                       P-2 Strong quality            A-2  Satisfactory quality F-2  Good credit quality
                          ------------------------------------------------------------------------------------------
                          Table 6
</TABLE>
 
- --------------------------------
24  T. Rowe Price
<PAGE>   26
         4 INVESTING WITH T. ROWE PRICE


4        INVESTING WITH T. ROWE PRICE

Account Requirements and Transaction Information

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

TAX IDENTIFICATION NUMBER
We must have your correct social security or corporate tax identification
number on a signed New Account Form or W-9 Form.  Otherwise, federal law
requires the funds to withhold a percentage (currently 31%) of your dividends,
capital gain distributions, and redemptions, and may subject you to an IRS
fine. 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.

INSTITUTIONAL ACCOUNTS
Transaction procedures in the following sections may not apply to institutional
accounts. For procedures regarding institutional accounts, please call your
designated account manager or service representative.


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

REGULAR MAIL                               MAILGRAM, EXPRESS,
T. Rowe Price                              REGISTERED, OR CERTIFIED MAIL
Account Services                           T. Rowe Price
P.O. Box 17300                             Account Services
Baltimore, MD                              10090 Red Run Blvd.
21298-9353                                 Owings Mills, MD 21117

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
Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check together with the New Account Form to the address
at left. We do not accept third party checks to open new accounts.

BY WIRE
o       Call Investor Services for an account number and give the following wire
        address to your bank:

                     Morgan Guaranty Trust Co. of New York
                     ABA #021000238
                     T. Rowe Price [fund name]
                     AC-00153938
                     account name(s) and account number

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





                                                               T. Rowe Price  25
<PAGE>   27
         4 INVESTING WITH T. ROWE PRICE



Note: No services will be established and IRS penalty withholding may occur
until a signed New Account Form is received.

BY EXCHANGE
Call Shareholder Services or use Tele*Access or PC*Access (see "Automated
Services" under "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 your New Account Form at any of the locations listed on the cover and
obtain a receipt.

Note: The fund and its agents reserve the right to waive or lower investment
minimums; to accept initial purchases by telephone or mailgram; to cancel or
rescind any purchase or exchange (for example, if an account has been
restricted due to excessive trading or fraud) upon notice to the shareholder
within five business days of the trade or if the written confirmation has not
been received by the shareholder, whichever is sooner; to freeze any account
and suspend account services when notice has been received of a dispute between
the registered or beneficial account owners or there is reason to believe a
fraudulent transaction may occur; to otherwise modify the conditions of
purchase and 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

REGULAR MAIL
T. Rowe Price Funds
Account Services
P.O. Box 89000
Baltimore, MD
21289-1500

BY ACH TRANSFER
Use Tele*Access, PC*Access 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
o       Provide your account number and the fund name on your check.

o       Make your check payable to T. Rowe Price Funds (otherwise it may be
        returned).

o       Mail the check to us at the address shown at left with either a fund
        reinvestment slip or a note indicating the fund you want to buy and
        your fund account number.

BY AUTOMATIC ASSET BUILDER
Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form.





26  T. Rowe Price
<PAGE>   28
         4 INVESTING WITH T. ROWE PRICE



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 , PC*Access
(if you have previously authorized telephone services), mailgram or express
mail. 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 (provided your bank information is already on
file). For charges, see "Electronic Transfers--By Wire" under "Shareholder
Services".

BY MAIL
Provide account name(s) and numbers, fund name(s), and exchange or redemption
amount. For exchanges, mail to the appropriate address below, 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 (please see "Transaction Procedures and Special
Requirements--Signature Guarantees").

Mailgram, Express, Registered, or           
Certified Mail:                               Regular Mail:
T. Rowe Price Account Services                T. Rowe Price Account Services
10090 Red Run Boulevard                       P.O. Box 89000
Owings Mills, MD 21117                        Baltimore, MD 21289-0220



Shareholder Services

SHAREHOLDER SERVICES
1-800-225-5132
1-410-625-6500

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 on, 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.

Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.

RETIREMENT PLANS
We offer a wide range of plans for individuals and institutions, including
large and small businesses: IRAs, SEP-IRAs, Keoghs (profit sharing, money
purchase pension), 401(k), and 403(b)(7). For information on IRAs, call
Investor Services.  For information on all other retirement plans, please call
our Trust Company at 1-800-492-7670.





                                                               T. Rowe Price  27
<PAGE>   29
         4 INVESTING WITH T. ROWE PRICE



INVESTOR SERVICES
1-800-638-5660
1-410-547-2308

EXCHANGE SERVICE
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.

AUTOMATED SERVICES
TELE*ACCESS. 24-hour service via toll-free number provides information on fund
yields and prices, dividends, account balances, and your latest transaction as
well as the ability to request prospectuses, account and tax forms, duplicate
statements, checks, and to 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 investor center locations whose addresses are listed on
the cover.

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 incoming or outgoing wire transfers regardless of size.

CHECKWRITING (NOT AVAILABLE FOR EQUITY FUNDS, OR THE HIGH YIELD BOND OR
EMERGING MARKETS BOND FUNDS)
You may write an unlimited number of free checks on any money market fund and
most bond 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. You can set up systematic investments from one fund
        account into another, such as from a money fund into a stock fund.





28  T. Rowe Price
<PAGE>   30
         4 INVESTING WITH T. ROWE PRICE

- ------------------------------------------------------------------------------
   
DISCOUNT BROKERAGE 
IS A DIVISION OF 
T. ROWE PRICE 
INVESTMENT 
SERVICES, INC.   
    
                 DISCOUNT BROKERAGE
                 You can trade stocks, bonds, options, precious metals, and 
                 other securities at a 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.





                                                               T. Rowe Price  29


























































          PAGE 3
          The prospectus for the T. Rowe Price Virginia Tax-Free Funds,
          dated July 1, 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 AND PRICES
TELE*ACCESS
1-800-638-2587
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, DC

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.

VAS

PROSPECTUS

T. ROWE PRICE
VIRGINIA TAX-FREE FUNDS

T. ROWE PRICE
STATE TAX-FREE 
INCOME TRUST
JULY 1, 1995

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

Facts at a Glance

Investment Goal

The highest level of income exempt from federal and Virginia state income
taxes consistent with each fund's prescribed investment program.

As with all mutual funds, these funds may not meet their goal.

Strategy and Risk/Reward

Virginia Short-Term Tax-Free Bond Fund. Invests primarily in short-term,
investment-grade Virginia 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 Virginia Tax-Free Bond Fund.

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

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

Investor Profile

Virginia taxpayers who, because of their tax bracket, can benefit from income
that is exempt from federal and Virginia state 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,
Inc. ('T. Rowe Price") and its affiliates managed over $61 billion, including
approximately $5.5 billion in municipal bond assets, for over three million
individual and institutional investor accounts as of March 31, 1995.

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, 1995

PROSPECTUS

Contents
________________________________________________________________
1  About the Funds
________________________________________________________________
   Transaction and Fund Expenses                        2
________________________________________________________________
   Financial Highlights                                 4
________________________________________________________________
2  Fund, Market, and Risk Characteristics               5
________________________________________________________________
   About Your Account
________________________________________________________________
   Pricing Shares; Receiving Sale Proceeds             11
________________________________________________________________
   Distributions and Taxes                             12
________________________________________________________________
   Transaction Procedures and Special Requirements     14
________________________________________________________________
3  More About the Funds
________________________________________________________________
   Organization and Management                         16
________________________________________________________________
   Understanding Fund Performance                      17
________________________________________________________________
   Investment Policies and Practices                   18

________________________________________________________________
4  Investing With T. Rowe Price
________________________________________________________________
   Account Requirements and Transaction Information    25
________________________________________________________________
   Opening a New Account                               25
________________________________________________________________
   Purchasing Additional Shares                        26
________________________________________________________________
   Exchanging and Redeeming                            27
________________________________________________________________
   Shareholder Services                                27

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, 1995, has been filed with the Securities and Exchange
Commission and is incorporated by reference in this prospectus. To obtain a
free copy, call 1-800-638-5660.

1  ABOUT THE FUNDS

Transaction and Fund Expenses

__________________________________________________________________________
LIKE ALL T. ROWE PRICE FUNDS, THE FUNDS ARE 100% NO LOAD.

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

In Table 1 below, '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. 'Annual Fund Expenses" provides an
estimate of how much it will cost to operate each fund for a year, based on
1995 fiscal year expenses (and any applicable expense limitation). 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.

________________________________________________________________
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1995, THE SHORT-TERM BOND FUND AND
TAX-FREE BOND FUND PAID $1,000 AND $156,000, RESPECTIVELY, TO T. ROWE PRICE
SERVICES, INC. FOR TRANSFER AND DIVIDEND DISBURSING FUNCTIONS AND SHAREHOLDER
SERVICES, AND $15,000 AND $60,000, RESPECTIVELY, TO T. ROWE PRICE FOR
ACCOUNTING SERVICES.

________________________________________________________________
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
________________________________________________________________

Annual Fund Expenses                   Percentage of Fiscal 
                                       1995 Average Net Assets

                                       Short-Term   Tax-Free
                                       Bond         Bond
________________________________________________________________

Management fee (after reduction)       0.00% a      0.39% b
________________________________________________________________
Marketing fees (12b-1)                 None         None
________________________________________________________________
Total other (Shareholder servicing, 
custodial, auditing, etc.)             0.65% a      0.26%
________________________________________________________________
Total fund expenses (after reduction)  0.65% a      0.65% b
________________________________________________________________
    a   The fund's management fee, other expenses, 
        and its total expense ratio would have been 
        0.44%, 4.20%, and 4.64%, respectively, had 
        T. Rowe Price not agreed to reduce management 
        fees and assume other expenses in accordance 
        with the expense limitation described below.
    b   The fund's management fee and its total expense 
        ratio would have been 0.44% and 0.70%, 
        respectively, had T. Rowe Price not agreed to 
        reduce management fees in accordance with its 
        expense limitation described below.

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

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 "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; 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         $7      $21       $36      $81
________________________________________________________________
Table 2A

Table 2B sets forth expense ratio limitations and the periods for which they
are effective. For each, T. Rowe Price has agreed to waive its fees and bear
any fund expenses to the extent such fees or expenses would cause the fund's
ratio of expenses to average net assets to exceed the indicated percentage
limitations. Fees waived or expenses paid or assumed under these agreements
are subject to reimbursement to T. Rowe Price by the fund through the
indicated reimbursement date, but no reimbursement will be made if it would
result in the fund's expense ratio exceeding its specified limit.


________________________________________________________________
Expense Ratio Limitations
________________________________________________________________
                                  Expense
             Limitation           Ratio       Reimbursement
Fund         Period               Limitation  Date
________________________________________________________________
Short-Term
Bond a       November 29, 1994 -  0.65%       February 28,
             February 29, 1996                1998
________________________________________________________________
Tax-Free 
Bond b       March 1, 1995 -      0.65%       February 28,
             February 28, 1997                1999
________________________________________________________________
    a   To limit the Short-Term Bond Fund's expenses 
        during its initial period of operations, T. Rowe 
        Price has agreed to waive its fees and bear 
        any expenses through February 29, 1996, to 
        the extent such fees or expense 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 whenever the expense ratio 
        is below 0.65%; however, no reimbursement 
        will be made after February 29, 1996, or 
        if it would result in the expense ratio 
        exceeding 0.65%. Any amounts reimbursed 
        will have the effect of increasing fees 
        otherwise paid by the fund.

    b   The Tax-Free Bond Fund previously operated 
        under 0.60% limitations that expired 
        February 28, 1993, and February 28, 1995. 
        Effective March 1, 1995, T. Rowe Price 
        agreed to increase the existing expense 
        limitation of 0.60% to 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; however, no reimbursement 
        will be made after February 28, 1995 (for 
        the first agreement), February 28, 1997 
        (for the second agreement), or February 28, 
        1999 (for the third agreement ), or if it 
        would result in the expense ratio 
        exceeding 0.65%. Any amounts reimbursed 
        will have the effect of increasing fees 
        otherwise paid by the fund.
________________________________________________________________
Table 2B

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
table is part of the fund's audited financial statements which are included in
the fund's annual report, which is 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 L.L.P., independent accountants, whose
unqualified report covers the periods shown.






<TABLE>
<CAPTION>
___________________________________________________________________________________________________________

            Investment Activities   Distributions          End of Period

                       Net                                                                  Ratio
                    Realized                                                               of Net
                       and                                          Total           Ratio  Invest-
         Net         Unreal-                                       Return          of Ex-   ment
Per-    Asset   Net   ized    Total                          Net   (Incl-          penses  Income
iod    Value, Invest- Gain    from     Net                  Asset   udes     Net     to      to    Port-
Ended, Begin-  ment  (Loss)  Invest- Invest-  Net          Value,   Rein-  Assets   Aver-   Aver-  folio
Febr-   ning    In-    on     ment    ment   Real-  Total    End   vested    ($      age     age   Turn-
uary     of    come  Invest- Activi-   In-   ized  Distri-   of     Divi-   Thou-    Net     Net   over
28     Period (Loss)  ments   ties    come   Gain  butions Period  dends)  sands)  Assets  Assets  Rate
____________________________________________________________________________________________________________
<S>   <C>     <C>    <C>     <C>     <C>     <C>   <C>     <C>     <C>     <C>     <C>     <C>     <C>

Short-Term Bond

1995ae $5.00  $0.05f  $0.06   $0.11 $(0.05)   -     $(0.05)  $5.06  2.28%   $4,965  0.65%cd 4.43%c  14.8%c
____________________________________________________________________________________________________________
Tax-Free Bond

1992be$10.00  $0.48d  $0.31   $0.79 $(0.48) $(0.04) $(0.52) $10.27  8.12%  $44,198  0.65%cd 5.80%c  76.3%c
1993   10.27   0.58d   0.82    1.40  (0.58)  (0.03)  (0.61)  11.06 14.11%  111,705  0.65%d  5.53%   68.5%
1994   11.06   0.56d   0.09    0.65  (0.56)  (0.15)  (0.71)  11.00  5.99%  168,715  0.65%d  5.03%   61.8%
1995   11.00   0.57d  (0.43)   0.14  (0.57)  (0.01)  (0.58)  10.56  1.51%  155,278  0.65%d  5.49%   89.1%
____________________________________________________________________________________________________________
<FN>
    a   For the period November 30, 1994 (commencement of operations), to 
        February 28, 1995.
    b   For the period April 30, 1991 (commencement of operations), to 
        February 29, 1992.
    c   Annualized.
    d   Excludes expenses in excess of a 0.65% voluntary expense limitation in effect 
        through February 28, 1995.
    e   Year ended February 29.
    f   Excludes expenses in excess of a 0.65% voluntary expense limitation in effect 
        through February 29, 1996.
</FN>
___________________________________________________________________________________________________________
Table 3
</TABLE>


Fund, Market, and Risk Characteristics: What to Expect

__________________________________________________________________________
INCOME FROM VIRGINIA MUNICIPAL SECURITIES IS EXEMPT FROM FEDERAL AND VIRGINIA
STATE INCOME TAXES.

To help you decide which of the T. Rowe Price Virginia bond funds may be
appropriate for you, this section takes a closer look at their investment
objectives and approach.

What are the funds' objectives and investment programs?

The Virginia Short-Term Tax-Free Bond Fund's objective is to provide the
highest level of income exempt from federal and Virginia state income taxes
consistent with modest fluctuation in principal value. The fund will invest
primarily (at least 65% of its total assets) in investment-grade Virginia
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 Virginia
Tax-Free Bond Fund. Unlike a money market fund, the fund's share price will
fluctuate.

The Virginia Tax-Free Bond Fund's investment objective is to provide,
consistent with prudent portfolio management, the highest level of income
exempt from federal and Virginia state income taxes by investing primarily in
investment-grade Virginia municipal bonds. The fund's dollar-weighted average
maturity will usually exceed 10 years. 

Due to seasonal variations or shortages in the supply of suitable short-term
Virginia securities, each fund may invest periodically in municipals whose
interest is exempt from federal but not Virginia state income taxes. Every
effort will be made to minimize such investments, but they could compose up to
10% of each fund's annual income.
___________________________________________________________________________
AT THEIR DISCRETION, THE FUNDS MAY RETAIN A SECURITY WHOSE CREDIT QUALITY IS
DOWNGRADED AFTER PURCHASE.

What are the funds' credit quality guidelines?

The funds will generally purchase investment-grade securities-securities whose
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.
___________________________________________________________________________
A MORE DETAILED DISCUSSION OF THESE AND OTHER RISK CONSIDERATIONS IS CONTAINED
IN THE FUNDS' STATEMENT OF ADDITIONAL INFORMATION.

What are the main risks of investing in municipal bond funds?

The potential for realizing a loss of principal in a bond fund could derive
from:

o    Interest rate or market risk: the decline in fixed-income securities and
     funds that may accompany a rise in the overall level of interest rates
     (please see Table 4).

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.

o    Political risk: the chance that a significant restructuring of federal
     income tax rates, or even serious discussion on the topic in Congress,
     could cause municipal bond prices to fall. The demand for municipal bonds
     is strongly influenced by the value of tax exempt income to investors.
     Broadly lower tax rates could reduce the advantage of owning municipal
     bonds.

o    Geographical: the chance of price declines resulting from developments in
     a single state.

___________________________________________________________________________
SIGNIFICANT POLITICAL AND ECONOMIC DEVELOPMENTS WITHIN A STATE MAY HAVE
REPERCUSSIONS, DIRECT AND INDIRECT, ON VIRTUALLY ALL MUNICIPAL BONDS ISSUED IN
THE STATE.

What are the particular risks associated with single-state funds versus those
that invest nationally?

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
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 the state 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.

How does T. Rowe Price try to reduce risk?

Consistent with each fund's objective, the portfolio manager actively manages
the funds in an effort to manage 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.

o    Adjustments in a fund's duration to try to reduce the negative impact of
     rising interest rates or take advantage of the favorable effects of
     falling rates. Depending on market outlook, the investment manager may
     shorten or lengthen the fund's average effective maturity and duration
     within the ranges and guidelines established in this prospectus.

___________________________________________________________________________
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.

What is the credit quality of Virginia general obligations?

The major rating agencies (Moody's, Standard & Poor's, and Fitch) assigned a
triple-A rating to Virginia general obligations as of June 1, 1995, and have
never rated the state below that level. For more than a century, the state has
paid the principal and interest on its general obligation bonds when due and
has not issued short-term tax anticipation notes or other similar short-term
debt for its own needs. The Virginia constitution limits the issuance of
general obligation bonds to 1.15 times average tax revenues for the past three
fiscal years. Additional restrictions are imposed for bonds issued for certain
other purposes. The state has substantial capacity to issue additional debt
within these legal debt limits.

___________________________________________________________________________
THE SHARE PRICE AND YIELD OF EACH FUND WILL FLUCTUATE WITH CHANGING MARKET
CONDITIONS AND INTEREST RATE LEVELS. WHEN YOU SELL YOUR SHARES, YOU MAY LOSE
MONEY.

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 Virginia 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 may 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 Virginia state 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, 1995, Puerto Rico's general obligation bonds were rated Baa1 by
Moody's and A by Standard & Poor's.

What are derivatives and can the funds invest in them?

The term derivative is used to describe financial instruments whose value is
derived from an underlying security (e.g., a stock or bond) or a market
benchmark (e.g., an interest rate index). Many types of investments
representing a wide range of potential risks and rewards fall under the
"derivatives" umbrella-from conventional instruments such as callable bonds,
futures and options, to more exotic investments such as stripped mortgage
securities and structured notes. While it was only recently that the term
derivative has become widely known among the investing public, derivatives
have in fact been employed by investment managers for many years. Each fund
will invest in derivatives only if the expected risks and rewards are
consistent with its objective, policies, and overall risk profile as described
in this prospectus. The funds limit their use of derivatives to situations in
which they may enable the fund to: increase yield; hedge against a decline in
principal value; invest in eligible asset classes with greater efficiency and
lower cost than is possible through direct investment; or adjust the funds'
duration. These funds will not invest in any high risk, highly leveraged
derivative instrument which is expected to cause the price volatility of the
portfolio to be meaningfully different than that of 1) a three-year
investment-grade bond for the Short-Term Tax-Free Bond Fund; or 2) a long-term
investment-grade bond for the Tax-Free Bond Fund.

___________________________________________________________________________
BEFORE CHOOSING A FUND, YOU MAY WISH TO REVIEW SOME CHARACTERISTICS OF
MUNICIPAL SECURITIES.

Who issues 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?

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.

___________________________________________________________________________
MUNICIPAL SECURITIES ARE ALSO CALLED "TAX-EXEMPTS" BECAUSE THE INTEREST INCOME
THEY PROVIDE IS USUALLY EXEMPT FROM FEDERAL INCOME TAXES.

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

No. For example, since 1986, income from so-called "private activity"
municipals must be included in the computation of the federal alternative
minimum tax (AMT). For instance, 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. Normally,
the funds will not purchase any security if, as a result, more than 20% of the
funds' income would be subject to the AMT. 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 Virginia bonds often below those of comparable issues from
other states?

Strong demand for Virginia 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 Virginia fund with a
similar fund that invests nationally?

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

___________________________________________________________________________
YOU MAY WANT TO REVIEW SOME FUNDAMENTALS THAT APPLY TO ALL FIXED-INCOME
INVESTMENTS.

Is a fund's yield fixed or will it vary?

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"?

Not for bond funds. Your total return is the result of reinvested income and
the change in share price for a given time period. Income is always a positive
contributor to total return and can enhance a rise in share price or serve as
an offset to a drop in share price.

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's or bond fund's maturity?

Every bond has a stated maturity date when the issuer must repay the
security'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 dollar-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 instruments when computing the average. Targeting effective
maturity provides additional flexibility in portfolio management but, all else
being equal, could result in higher volatility than a fund targeting a stated
maturity or maturity range.

What is meant by a bond's or bond fund's "duration"?

Duration is the time-weighted value of discounted future interest and
principal payments expressed in years. It measures bond price sensitivity to
interest rate changes more accurately than maturity because it takes into
account the time value of 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. A more refined
measure than average maturity, effective duration takes into account call
features and sinking fund payments which may shorten a bond's life.

Since duration can also be computed for bond funds, you can estimate the
effect of interest rates on a bond fund's share price. Simply multiply the
fund's duration (available for T. Rowe Price bond funds in our shareholder
reports) by an expected change in interest rates. For example, the price of a
bond fund with a duration of five years would be expected to fall
approximately 5% if rates rose by one percentage point.

___________________________________________________________________________
IN GENERAL, THE LONGER THE BOND'S MATURITY, THE GREATER THE PRICE INCREASE OR
DECREASE IN RESPONSE TO A GIVEN CHANGE IN INTEREST RATES, AS SHOWN IN THE
TABLE TO THE RIGHT.

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.

________________________________________________________________________
How Interest Rates Affect Bond Prices

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

                          Increase            Decrease
                          1%     2%           1%      2%
________________________________________________________________
1 Year     4.30%          $990   $981         $1,010  $1,020
________________________________________________________________
5 Years    4.90            957    917          1,045   1,092
________________________________________________________________
10 Years   5.35            927    860          1,080   1,169
________________________________________________________________
20 Years   5.95            893    801          1,126   1,275
________________________________________________________________
30 Years   6.00            875    774          1,155   1,348
________________________________________________________________
Table 4   Coupons reflect yields on AAA-rated municipals as of
          April 30, 1995. This is an illustration and does 
          not represent expected yields or share price changes 
          of any T. Rowe Price fund.

___________________________________________________________________________
NEITHER FUND SHOULD BE RELIED UPON AS A COMPLETE INVESTMENT PROGRAM, NOR BE
USED FOR SHORT-TERM TRADING PURPOSES.


How can I decide which Virginia 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 greater
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  Primarily    Low to    Low to           Generally
Bond        four         moderate  moderate         one to
            highest                                 three years
________________________________________________________________
Tax-Free    Primarily    High      High             10+ Years
Bond        four
            highest
________________________________________________________________
Table 5

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

You should review the investment policies and practices section which
discusses the following: Types of Portfolio Securities (municipal securities,
private activity bonds, municipal lease obligations, municipal warrants,
securities with "puts" or other demand features, securities with credit
enhancements, synthetic or derivative securities, embedded interest rate swaps
and caps, repurchase agreements, and private placements); Types of Management
Practices (cash position, when-issued securities and forwards, interest rate
futures, borrowing money and transferring assets, portfolio turnover, taxable
money market securities, 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.

___________________________________________________________________________
THE VARIOUS WAYS YOU CAN BUY, SELL, AND EXCHANGE SHARES ARE EXPLAINED AT THE
END OF THIS PROSPECTUS AND ON THE NEW ACCOUNT FORM. THESE PROCEDURES MAY
DIFFER FOR INSTITUTIONAL ACCOUNTS.

How and When Shares Are Priced

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
valued 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.

___________________________________________________________________________
WHEN FILLING OUT THE NEW ACCOUNT FORM, YOU MAY WISH TO GIVE YOURSELF THE
WIDEST RANGE OF OPTIONS FOR RECEIVING PROCEEDS FROM A SALE.

How your purchase, sale, or exchange price is determined

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 and the time until which
orders are accepted 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.

___________________________________________________________________________
IF FOR SOME REASON WE CANNOT ACCEPT YOUR REQUEST TO SELL SHARES, WE WILL
CONTACT YOU.

How you can receive the proceeds from a sale

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 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 banks, savings banks, and credit unions, which
electronically exchange the transactions primarily through the Federal Reserve
Banks. Proceeds sent by bank wire should be credited to your bank account the
next business day.

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

___________________________________________________________________________
THE FUND DISTRIBUTES ALL NET INVESTMENT INCOME AND REALIZED CAPITAL GAINS TO
SHAREHOLDERS.

Dividends and Other Distributions 

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 at that time provided payment has been received on the previous
     business day.

o    Money funds declare income dividends daily at noon ET to shareholders of
     record at that time provided payment has been received by 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; 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.

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

Tax Information

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.

In January, the funds will send you Form 1099-B, indicating the date and
amount of each sale you made in the fund during the prior year. This
information will also be reported to the IRS. For accounts opened new or by
exchange in 1983 or later, we will provide you the gain or loss of the shares
you sold during the year based on the "average-cost" method. This 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)
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 Form 1099-DIV
indicating the tax status of any capital gain distribution made to you. This
information will also be reported to the IRS. 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 gain distributions are taxable as ordinary income and
long-term gain distributions are taxable at the applicable long-term gain
rate. The gain is long-term or short-term depending on how long the fund held
the securities, not how long you held shares in the fund. If you realize a
loss on the sale or exchange of fund shares held six months or less, your
short-term loss recognized is reclassified to long term to the extent of any
capital gain distribution received.

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, at any time, reflect undistributed
capital gains or unrealized appreciation.

Note: For shareholders who receive social security benefits, the receipt of
tax-exempt interest may increase the portion of benefits that are subject to
tax.

Transaction Procedures and Special Requirements

__________________________________________________________________________
FOLLOWING THESE PROCEDURES HELPS ASSURE TIMELY AND ACCURATE TRANSACTIONS.

Purchase Conditions

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, Tele*Access (registered mark), and PC*Access (registered mark)
transactions. These exchange and redemption services are established
automatically when you sign the New Account Form unless you check the box that
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 and is not liable for acting on
these instructions. 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 promptly after the telephone transaction.

Redemptions over $250,000. Large sales can adversely affect the 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.

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

Excessive Trading

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 fund 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 to the funds 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.

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

Signature Guarantees

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 other organizations that do not
provide reimbursement in the case of fraud.

3    MORE ABOUT THE FUNDS

Organization and Management

___________________________________________________________________________
SHAREHOLDERS BENEFIT FROM T. ROWE PRICE'S 58 YEARS OF INVESTMENT MANAGEMENT
EXPERIENCE.

How are the funds organized?

The T. Rowe Price State Tax-Free Income Trust was organized in 1986 as a
Massachusetts business trust and is a "nondiversified, open-end investment
company," or mutual fund. The Virginia Tax-Free Bond Fund was organized in
1991, and the Virginia Short-Term Tax-Free Bond Fund was organized in 1994.
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, 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.

___________________________________________________________________________
ALL DECISIONS REGARDING THE PURCHASE AND SALE OF FUND INVESTMENTS ARE MADE BY
T. ROWE PRICE-SPECIFICALLY BY THE FUNDS' PORTFOLIO MANAGERS.

Who runs the funds?

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. The policy of each
fund is that a majority of Board members will be independent of T. Rowe Price.

Portfolio Management. Each fund has an Investment Advisory Committee, composed
of the following members: Short-Term Bond Fund-Charles B. Hill, Chairman,
Michael P. Buckley, Patricia S. Deford, Laura L. McAree, Hugh D. McGuirk, Mary
J. Miller, and William T. Reynolds; Tax-Free Bond Fund-Mary J. Miller,
Chairman, Paul W. Boltz, Michael P. Buckley, Patricia S. Deford, Hugh D.
McGuirk, Konstantine B. Mallas, and William T. Reynolds. 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.
Mr. Hill has been Chairman of the Short-Term Bond Fund's Committee since the
fund's inception in 1994. He joined T. Rowe Price in 1991 and has been
managing investments since 1986. Mrs. Miller has been Chairman of the Tax-Free
Bond Fund since the fund's inception in 1991. 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 this 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, Inc. is 100 East
Pratt St., Baltimore, MD 21202. 

__________________________________________________________________________
THE MANAGEMENT AGREEMENT SPELLS OUT THE EXPENSES TO BE PAID BY EACH FUND. 

How are fund expenses determined? 

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 shareholder reports;
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
under "Transaction and Fund Expenses"), which reflects the fund's particular
investment management costs, and a "group fee." The group fee, which reflects
the benefits each Price fund derives from sharing the resources of the T. Rowe
Price investment management complex, is calculated daily based on the combined
net assets of all T. Rowe Price funds (except Equity Index and the Spectrum
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 over $38 billion at April 30, 1995,
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, in reports, in T. Rowe
Price advertisements, and in the media.

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

Total Return

This tells you how much an investment in the 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.

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

Yield

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
objectives 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. 

Each fund's holdings of certain kinds of investments cannot exceed maximum
percentages of total assets, which are set forth herein. For instance, these
funds are not permitted to invest more than 10% of total assets in residual
interest bonds. While these restrictions provide a useful level of detail
about the fund's investment program, investors should not view them as an
accurate gauge of the potential risk of such investments. For example, in a
given period, a 5% investment in residual interest bonds could have
significantly more than a 5% impact on the fund's share price. The net effect
of a particular investment depends on its volatility and the size of its
overall return in relation to the performance of all the fund's other
investments.

Changes in a fund's holdings, a fund's performance, and the contribution of
various investments are discussed in the shareholder reports sent to you.

Types of Portfolio Securities 

In seeking to meet their investment objectives, the funds may invest in any
type of municipal security or instrument (including certain potentially
high-risk derivatives) 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.

Fundamental policy: Each fund is registered as a nondiversified mutual fund.
This means that each fund may invest a greater portion of its assets in a
single issuer than a diversified fund which may subject each fund to greater
risk with respect to their portfolio securities. However, because each fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code, it must invest so that, at the end of each quarter, with respect
to 50% of its total assets, not more than 5% of its assets are invested in the
securities of a single issuer, and with respect to the remaining 50%, no more
than 25% of fund assets are invested in a single issuer.

___________________________________________________________________________
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
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 Virginia state 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 Virginia state
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
nonrated 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. 

Municipal Warrants. Municipal warrants are essentially call options on
municipal bonds. In exchange for a premium, they give the purchaser the right,
but not the obligation, to purchase a municipal bond in the future. The fund
might purchase a warrant to lock in forward supply in an environment where the
current issuance of bonds is sharply reduced. Like options, warrants may
expire worthless and they may have reduced liquidity.

Operating policy: Each fund will not invest more than 2% of its total assets
in municipal warrants.

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. 

___________________________________________________________________________
THE NUMBER OF MUNICIPAL BOND INSURERS IS RELATIVELY SMALL, AND NOT ALL OF THEM
HAVE THE HIGHEST RATING.

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 bond 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.

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 (a potentially high-risk derivative). 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 7 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.

___________________________________________________________________________
EMBEDDED INTEREST RATE SWAPS ENHANCE YIELDS, BUT ALSO INCREASE INTEREST RATE
RISK.

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.

     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 the 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 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 composed 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 one to three years
or greater. 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 (a potentially high-risk derivative) 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 nonhedging 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 331/3% 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. 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, 1995, was 14.8%. The Tax-Free Bond Fund's portfolio
turnover rates for the fiscal years ended February 28, 1995, 1994, and 1993
were 89.1%, 61.8%, and 68.5%, 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 airports). 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,   Corpor-   Service,
           Inc.       ation     Inc.
_________________________________________________________________
Long-      Aaa        AAA       AAA           Highest
Term                                          quality
           ______________________________________________________
           Aa         AA        AA            High 
                                              quality
           ______________________________________________________
           A          A         A             Upper medium 
                                              grade
_________________________________________________________________
           Baa        BBB       BBB           Medium 
                                              grade

           Moody's              S&P             Fitch
_________________________________________________________________
Short-     MIG1/      Best      SP1+ Very       F-1+ Exception-
Term       VMIG1      quality        strong          ally
                                     quality         strong
                                                     quality

                                SP1  Strong     F-1  Very
                                     grade           strong
                                                     quality
           _____________________________________________________
           MIG2/      High      SP2  Satis-     F-2  Good
           VMIG2      quality        factory         credit
                                     grade           quality
________________________________________________________________
Comm-      P-1        Superior  A-1+ Extremely  F-1+ Exception-
ercial                quality        strong          ally
Paper                                quality         strong
                                                     quality
                                A-1  Strong     F-1  Very
                                     quality         strong
                                                     quality
           _____________________________________________________
           P-2        Strong    A-2  Satis-     F-2  Good
                      quality        factory         credit
                                     quality         quality
________________________________________________________________

Table 6

4    Investing with T. Rowe Price

Account Requirements and Transaction Information

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

Tax Identification Number

We must have your correct social security or corporate tax identification
number on a signed New Account Form or W-9 Form. Otherwise, federal law
requires the funds to withhold a percentage (currently 31%) of your dividends,
capital gain distributions, and redemptions, and may subject you to an IRS
fine. 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.

Institutional Accounts

Transaction procedures in the following sections may not apply to
institutional accounts. For procedures regarding institutional accounts,
please call your designated account manager or service representative.

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

________________________________________________________________
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

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

Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check together with the New Account Form to the
address at left. We do not accept third party checks to open new accounts.

By Wire

o    Call Investor Services for an account number and give the following wire
     address to your bank:

     Morgan Guaranty Trust Co. of New York 
     ABA #021000238 
     T. Rowe Price [fund name] 
     AC-00153938
     account name(s) and account number

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

Note: No services will be established and IRS penalty withholding may occur
until a signed New Account Form is received.

By Exchange

Call Shareholder Services or use Tele*Access or PC*Access (see "Automated
Services" under "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 your New Account Form at any of the locations listed on the cover and
obtain a receipt.

Note: The fund and its agents reserve the right to waive or lower investment
minimums; to accept initial purchases by telephone or mailgram; to cancel or
rescind any purchase or exchange (for example, if an account has been
restricted due to excessive trading or fraud) upon notice to the shareholder
within five business days of the trade or if the written confirmation has not
been received by the shareholder, whichever is sooner; to freeze any account
and suspend account services when notice has been received of a dispute
between the registered or beneficial account owners or there is reason to
believe a fraudulent transaction may occur; to otherwise modify the conditions
of purchase and 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

By ACH Transfer

Use Tele*Access, PC*Access 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."

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

By Mail

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

o    Make your check payable to T. Rowe Price Funds (otherwise it may be
     returned).

o    Mail the check to us at the address shown at left with either a fund
     reinvestment slip or a note indicating the fund you want to buy and your
     fund account number.

By Automatic Asset Builder

Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form. 

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 ,
PC*Access (if you have previously authorized telephone services), mailgram or
express mail. 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 (provided your bank information is already on
file). For charges, see "Electronic Transfers-By Wire" under "Shareholder
Services".

By Mail

Provide account name(s) and numbers, fund name(s), and exchange or redemption
amount. For exchanges, mail to the appropriate address below, 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 (please see "Transaction Procedures and Special
Requirements-Signature Guarantees").

Mailgram, Express, Registered, or 
Certified Mail:

T. Rowe Price Account Services
10090 Red Run Boulevard
Owings Mills, MD 21117

Regular Mail:

T. Rowe Price Account Services
P.O. Box 89000
Baltimore, MD 21289-0220

Shareholder Services

___________________________________________________________________________
SHAREHOLDER SERVICES
1-800-225-5132
1-410-625-6500

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 on, 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. 

Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.

Retirement Plans

We offer a wide range of plans for individuals and institutions, including
large and small businesses: IRAs, SEP-IRAs, Keoghs (profit sharing, money
purchase pension), 401(k), and 403(b)(7). For information on IRAs, call
Investor Services. For information on all other retirement plans, please call
our Trust Company at 1-800-492-7670.

___________________________________________________________________________
INVESTOR SERVICES
1-800-638-5660
1-410-547-2308

Exchange Service

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.

Automated Services

Tele*Access. 24-hour service via toll-free number provides information on fund
yields and prices, dividends, account balances, and your latest transaction as
well as the ability to request prospectuses, account and tax forms, duplicate
statements, checks, and to 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 investor center locations whose addresses are listed on
the cover.

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 incoming or outgoing wire transfers regardless of size.

Checkwriting (Not available for equity funds, or the High Yield Bond or
Emerging Markets Bond Funds)

You may write an unlimited number of free checks on any money market fund and
most bond 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. You can set up systematic investments from one fund
     account into another, such as from a money fund into a stock fund.

Discount Brokerage

__________________________________________________________________________
DISCOUNT BROKERAGE IS A DIVISION OF T. ROWE PRICE INVESTMENT SERVICES, INC.

You can trade stocks, bonds, options, precious metals, and other securities at
a 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.



























































          PAGE 4
          The prospectus for the T. Rowe Price New Jersey Tax-Free Fund,
          dated July 1, 1995 should be inserted here.

          

Table2B. Text51

PAGE 1
New Jersey Tax-Free Bond Fund

Facts at a Glance

Investment Goal
   The highest level of income 
exempt from federal and New Jersey 
income taxes consistent with the 
fund's prescribed investment 
program.

As with all mutual funds, this fund 
may not meet its goal.     

Strategy
   Invests primarily in investment-
grade New Jersey municipal bonds 
whose income is exempt from 
federal and New Jersey income 
taxes.  Dollar-weighted average 
maturity is expected to exceed 10 
years, or longer.    

Risk/Reward
Higher income but also greater 
potential price fluctuation than 
shorter-term municipal bond funds.  

Investor Profile
New Jersey taxpayers who, because 
of their tax bracket, can benefit 
from income that is exempt from 
federal and New Jersey 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, Inc. (``T. Rowe Price'') and its 
affiliates managed over $61 billion, 
including approximately $5.5 billion 
in municipal bond assets, for over 
three million individual and 
institutional investor accounts as of 
March 31, 1995.    


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, 1995    

Prospectus

Contents
	________________________
1	About the Fund
	________________________
	Transaction and 
	Fund Expenses	2
	________________________
	Financial Highlights	3
	________________________
	   Fund, Market, and Risk 
	Characteristics    	4
	________________________
2	About Your Account
	________________________
	Pricing Shares; 
	Receiving Sale
	Proceeds	9
	________________________
	Distributions and
	Taxes	10
	________________________
	Transaction Procedures
	and Special 
	Requirements	12
	________________________
3	More About the Fund
	________________________
	Organization and
	Management	14
	________________________
	Understanding Fund
	Performance	15
	________________________
	Investment Policies and 
	Practices	16
	________________________
4	Investing With T. Rowe 
	Price
	________________________
	   Account Requirements 
	and Transaction 
	Information    	23
	________________________
	Opening a New Account	23
	________________________
	Purchasing Additional 
	Shares	24
	________________________
	Exchanging and 	Redeeming	25
	________________________
	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 fund, dated July 1, 1995, has 
been filed with the Securities 
and Exchange Commission and is 
incorporated by reference in 
thisprospectus. To obtain a free 
copy, call 1-800-638-5660.    


PAGE 3
1  About the Fund




Transaction and Fund Expenses

_________________________ 
   Like all T. Rowe Price funds, this 
fund is 100% no load.    




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

   In Table 1 below, "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. "Annual Fund 
Expenses" provides an estimate of 
how much it will cost to operate 
the fund for a year, based on 1995 
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.    

_________________________ 
   For the fiscal year ended 
February 28, 1995, the fund paid 
$76,000 to T. Rowe Price Services, 
Inc. for transfer and dividend 
disbursing functions and 
shareholder services, and $60,000 
to T. Rowe Price for accounting 
services.    











____________________________
_______________
   Shareholder Transaction 
Expenses
____________________________
______________
Sales charge	None	
"load" on purchases
____________________________
_______________
Sales charge	None	
"load" on reinvested 
dividends
____________________________
_______________
Redemption fees	None	
____________________________
_______________
Exchange fees	None	
____________________________
_______________
				Percentage 
of Annual Fund		Fiscal 1995 
Average Expenses		Net 
Assets
____________________________
_______________
Management Fee 
(after reduction)	0.23%a
____________________________
_______________
Marketing fees
(12b-1)	None			 ___________________________________________
Total other	0.42%	
(Shareholder servicing,
custodial, auditing, etc.)
____________________________
_______________

    
   Total fund
expenses    		0.65%a
(after reduction)
____________________________
_______________
   a  The fund's management fee and 
its total expense ratio would have 
been 0.44% and 0.86%, respectively, 
had T. Rowe Price not agreed to 
reduce management fees in 
accordance with the expense 
limitation described below. 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, 
1993, which would cause the fund's 
ratio of expenses to average net 
assets to exceed 0.65%. Effective 
March 1, 1993, T. Rowe Price agreed 
to extend the fund's 0.65% expense 
limitation for a period of two years 
through February 28, 1995. 
Effective March 1, 1995, T. Rowe 
Price agreed to extend the existing 
expense limitation of 0.65% for a 
period of two years through 
February 28, 1997. 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, 1995 (for 
the first agreement), February 28, 
1997 (for the second agreement), or 
February 28, 1999 (for the third 
agreement), or if it would result in 
the expense ratio exceeding 0.65%. 
Any amounts reimbursed will have 
the effect of increasing fees 
otherwise paid by the fund.    

Note: The fund charges a $5 fee for 
wire redemptions under $5,000, 
subject to change without notice.
____________________________
_______________
Table 1[/R] 

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 fund's 
investment manager.  The 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 
"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.






____________________________
_______________
   	1	3	5	10
	Year
	Year
s
	Year
s
	Year
s
____________________________
_______________
	$7	$21	$36	$81 ___________________________________________
Table 2    


Financial Highlights

	
	


   The following table provides 
information about the fund's 
financial history.  It is based on a 
single share outstanding throughout 
each fiscal year.  The table is part 
of the fund's financial statements, 
which are included in the fund's 
annual report and 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 L.L.P., independent 
accountants, whose unqualified 
report covers the periods shown.    


	   Investment Activities	Distributions

			Net Real-
			ized and
	Net		Unreal-	Total
	Asset	Net	ized Gain	from
	Value,	Invest-	(Loss)	Invest-	Net	Net
Period	Begin-	ment	on	ment	Invest-	Real-	Total
Ended	ning of	Income	Invest-	Activi-	ment	lized	Distri-
February 28	Period	(Loss)	ments	ties	Income	Gain	butions
__________________________________________________________
_______
1992ad	$10.00	$0.50b	$0.34	$0.84	$(0.50)	$(0.04)	$(0.54)
1993	10.30	0.58b	1.00	1.58	(0.58)	(0.07)	(0.65)
1994	11.23	0.56b	0.10	0.66	(0.56)	(0.14)	(0.70)
1995	11.19	0.57b	(0.55)	0.02	(0.57)	(0.01)	(0.58)
__________________________________________________________
_______

	End of Period

					Ratio
					of
				Ratio	Net
				of	Invest-
	Net	Total		Expenses	ment	Port-
	Asset	Return		to	Income	folio
Year	Value,	(Includes	Net	Average	to Aver-	Turn-
Ended	End of	Reinvested	Assets ($	Net ($	age Net	over
February 28	Period	Dividends)	Thousands)	Assets	Thousands) Assets	Rate
__________________________________________________________
_______
1992ad	$10.30	10.26%	$14,303	0.65%bc	5.86%c	152.2%c
1993	11.23	15.90%	38,347	0.65%b	5.47%	103.3%
1994	11.19	5.97%	63,160	0.65%b	4.90%	68.8%
1995	10.63	0.37%	58,074	0.65%b	5.41%	139.1%
__________________________________________________________
_______
a	For the period April 30, 1991 (commencement of operations) 	to 
February 29, 1992.
b	Excludes expenses in excess of a 0.65% voluntary expense 	limitations 
in effect through February 28, 1995.
c	Annualized.
d	Year ended February 29.
__________________________________________________________
_______ Table 3    



   Fund, Market, and Risk 
Characteristics: What to Expect


To help you decide whether the fund 
is appropriate for you, this section 
takes a closer look at its 
investment objectives and 
approach.    

_________________________ 
Income from New Jersey municipal 
securities is exempt from federal 
and New Jersey income taxes.





   What is the fund's objective and 
investment program?
The fund's investment objective is 
to provide, consistent with prudent 
portfolio management, the highest 
level of income exempt from federal 
and New Jersey income taxes by 
investing primarily in investment-
grade New Jersey municipal bonds.

The fund will invest at least 65% of 
its total assets in New Jersey 
municipal bonds. The fund's dollar-
weighted average maturity will 
usually exceed 10 years. Due to 
seasonal variations or shortages in 
the supply of suitable short-term 
New Jersey securities, the fund 
may invest periodically in 
municipals whose interest is 
exempt from federal but not New 
Jersey income taxes.  Every effort 
will be made to minimize such 
investments, but they could 
compose up to 10% of the fund's 
annual income.    

What are the fund's credit quality 
guidelines?

   _________________________ At 
its discretion, the fund may retain 
a security whose credit quality is 
after purchase.    







The fund 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 fund 
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 the 
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 risks of 
investing in municipal bond funds?    
   The potential for realizing a 
loss of principal in a bond fund 
could derive from:

o	Interest rate or market risk: the 
decline in fixed-income 
securities and funds that may 
accompany a rise in the overall 
level of interest rates. (please 
Table 4)

_________________________ A more
detailed discussion of these and
other risk considerations is
contained in the funds Statement
of Additional Information.


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.

o	Political risk: the chance that a 
significant restructuring of 
federal income tax rates, or even 
serious discussion on the topic in 
Congress, could cause municipal 
bond prices to fall. The demand 
for municipal bonds is strongly 
influenced by the value of tax-
exempt income to investors. 
Broadly lower tax rates could 
reduce the advantage of owning 
municipal bonds.

o	Geographical: the chance of 
price declines resulting from 
developments in a single 
state.    

   What are the particular risks 
associated with single-state funds 
versus those that invest 
nationally?    





   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. 

   How does T. Rowe Price try to 
reduce risk?
Consistent with the fund's 
objective, the portfolio manager 
actively manages the fund in an 
effort to manage risk and increase 
total return.  Risk management 
tools include:

o	Diversification of assets to 
reduce the impact of a single 
holding on the fund's net asset 
value.
o	Thorough credit research by our 
own analysts
o	Adjustments in the fund's 
duration to try to reduce the 
negative impact of rising 
interest rates or take advantage 
of the favorable effects of 
falling rates. Depending on 
market outlook, the investment 
manager may shorten or lengthen 
the fund's average effective 
maturity and duration within the 
ranges and guidelines established 
in this prospectus.    

What is the credit quality of New 
Jersey general obligations?

   _________________________ 
Significant political and economic 
developments within a state may 
have repercussions, direct and 
indirect, on virtually all municipal 
bonds issued in the state.    





   The state's general obligations 
were rated Aa1 by Moody's, and AA+ 
by Standard & Poor's and by Fitch as 
of June 1, 1995. For more than a 
century, the state has paid the 
principal and interest on its general 
obligation bonds when due and has 
not issued short-term tax 
anticipation notes or other similar 
short-term debt for its own needs. 
The New Jersey state 
constitution imposes legal debt 
limits equal to 1% of total 
appropriations for the fiscal year 
unless the debt has been approved 
by a majority of voters at a general 
election.    

What about the quality of the fund's 
other holdings?

   _________________________ 
Credit ratings and the financial and 
economic conditions of the state, 
local governments, public 
authorities, and others in which the 
fund may invest are subject to 
change at any time.    







   In addition to the state's general 
obligations, the fund will invest a 
significant portion of its 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 New Jersey depend 
principally on their own revenue 
sources, they could experience 
budget shortfalls due to cutbacks in 
state aid.    

   The fund may invest in certain 
sectors with special risks, such as 
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 share
price and yield of the fund will
fluctuate with changing market
conditions and interest rate levels.
When you sell your shared, you may 
lose money.    


   The fund sometimes invests 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 New Jersey 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, 1995, Puerto Rico's general 
obligations were rated Baa1 by 
Moody's and A by Standard & Poor's.    

   What are derivatives and can the 
fund invest in them?

    
   The term derivative is used to 
describe financial instruments 
whose value is derived from an 
underlying security (e.g., a stock or 
bond) or a market benchmark (e.g., 
an interest rate index).  Many types 
of investments representing a wide 
range of potential risks and 
rewards fall under the "derivatives" 
umbrella--from conventional 
instruments such as callable bonds, 
futures and options, to more exotic 
investments such as stripped 
mortgage securities and structured 
notes.  While it was only recently 
that the term derivative has 
become widely known among the 
investing public, derivatives have 
in fact been employed by 
investment managers for many 
years.  The fund will invest in 
derivatives only if the expected 
risks and rewards are consistent 
with its objective, policies, and 
overall risk profile as described in 
this prospectus.  Accordingly, the 
fund will not invest in any high-
risk, highly leveraged derivative 
instrument which is expected to 
cause the price volatility of the 
portfolio to be meaningfully 
different than that of a long-term 
investment grade bond.  The fund 
limits its use of derivatives to 
situations in which they may enable 
the fund to: increase yield; hedge 
against a decline in principal value; 
invest in eligible asset classes 
with greater efficiency and lower 
cost than is possible through direct 
investment; or adjust duration.    

Who issues municipal securities?

_________________________ 
   These are some 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?
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.

_________________________ 
Municipal securities are also called 
"tax-exempts" because the interest 
income they provide is usually 
exempt from federal income taxes.







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 instance, 
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.  Normally, the fund will not 
purchase any security, if as a 
result, more than 20% of the fund's 
income would be subject to the 
AMT. The fund 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 New Jersey bonds 
often below those of comparable 
issues from other states?
Strong demand for New Jersey 
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 New Jersey 
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 New 
Jersey income tax.  Compare this 
with the New Jersey fund's yield.

Is a fund's yield fixed or will it 
vary?

_________________________ 
   You may want to review 
some fundamentals that apply 
to all fixed-income investments.    




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, for bond funds. Your total 
return is the result of reinvested 
income and the change in share 
price for a given time period. 
Income is always a positive 
contributor to total return and can 
enhance a rise in share price or 
serve as an offset to a drop in share 
price.    

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's or bond 
fund's maturity?    
   Every bond has a stated maturity 
date when the issuer must repay 
the security'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 dollar-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 
instruments when computing the 
average. Targeting effective 
maturity provides additional 
flexibility in portfolio management 
but, all else being equal, could 
result in higher volatility than a 
fund targeting a stated maturity or 
maturity range.    

   What is meant by a bond's or bond 
fund's "duration"?    
   Duration is the time-weighted 
value of discounted future interest 
and principal payments expressed in 
years. It measures bond price 
sensitivity to interest rate changes 
more accurately than maturity 
because it takes into account the 
time value of 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.


    
       



Since duration can also be computed 
for bond funds, you can estimate 
the effect of interest rates on a 
bond fund's share price. Simply 
multiply the fund's duration 
(available for T. Rowe Price bond 
funds in our shareholder reports) by 
an expected change in interest 
rates. For example, the price of a 
bond fund with a duration of five 
years would be expected to fall 
approximately 5% if rates rose by 
one percentage point.[/R]

   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.

_________________________ 
   In general, the longer the bond's 
maturity, the greater the price 
increase or decrease in response to 
a given change in interest rates, as 
shown in the table to the right.    









____________________________
_______________
   How Interest Rates Affect Bond 
Prices

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

		Increase	Decrease
	1%	2%	1%	2%
____________________________
_______________
1 Year	4.30%	$990	$981	$1,010	$1,020
____________________________
_______________
5 Years	4.90	957	917	1,045	1,092
____________________________
_______________
10 Years	5.35	927	860	1,080	1,169
____________________________
_______________
20 Years	5.95	893	801	1,126	1,275
____________________________
_______________
30 Years	6.00	875	774	1,155	1,348
____________________________
_______________    
   Table 4	Coupons reflect yields on 
AAA-rated municipals as 
of April 30, 1995.This is 
an illustration and does 
not represent expected 
yields or share price 
changes of any T. Rowe 
Price fund.    

   _________________________ The 
fund should not be relied upon as a 
complete investment program, nor 
be used for short-term trading 
purposes.    


Is there additional information 
about the fund to help me make a 
decision?
   You should review the 
investment policies and practices 
section which discusses the 
following: Types of Portfolio 
Securities (municipal securities, 
private activity bonds, municipal 
lease obligations, municipal 
warrants, securities with "puts" or 
other demand features, securities 
with credit enhancements, 
synthetic or derivative securities, 
and private placements); Types of 
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    

   _________________________ The 
various ways you can buy, sell, and 
exchange shares are explained at 
the end of this prospectus and on 
the New Account Form. These procedures
may differ for institutional
accounts.    




   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 valued 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

_________________________ 
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 and the 
time until which orders are 
accepted 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 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 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 banks, savings banks, 
and credit unions, which 
electronically exchange the 
transactions primarily through the 
Federal Reserve Banks. Proceeds 
sent by bank wire should be 
credited to your bank account the 
next business day.    

_________________________ If 
for some reason we cannot accept 
your request to sell shares, we will 
contact you.





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

_________________________
The fund distributes all net 
investment income and realized 
capital gains to shareholders.





   Dividends and Other Distributions    
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 at that 
time provided payment has been 
received on the previous business 
day.

o	Money funds declare income 
dividends daily at noon ET to 
shareholders of record at that 
time provided payment has been 
received by 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; 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 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 
fund sends timely information for 
your tax filing needs.




Although the regular monthly 
income dividends you receive from 
the fund 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.


    
   In January, the fund will send you 
Form 1099-B, indicating the date 
and amount of each sale you made in 
the fund during the prior year. This 
information will also be reported to 
the IRS. For accounts opened new or 
by exchange in 1983 or later, we 
will provide you the gain or loss of 
the shares you sold during the year 
based on the "average cost" method. 
This 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) 
and a year-end statement 
detailing all your transactions in 
each fund account during the 
year.[/R]

_________________________
   Capital gain distributions are taxable 
whether reinvested in additional 
shares or received in cash.    






   Taxes on fund distributions. In 
January, the fund will send you 
Form 1099-DIV indicating the tax 
status of any capital gain 
distribution made to you. This 
information will also be reported to 
the IRS. 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 gain 
distributions are taxable as 
ordinary income and long-term gain 
distributions are taxable at the 
applicable long-term gain rate.  The 
gain is long-term  or short-term 
depending on how long the fund held 
the securities, not how long you held 
shares in the fund. If you realize a 
loss on the sale or exchange of fund 
shares held six months or less, your 
short-term loss recognized is 
reclassified to long-term to the 
extent of any capital gain 
distribution received.

If the fund invests 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, at any time, reflect 
undistributed capital gains or 
unrealized appreciation.    

   Note:  For shareholders who 
receive social security benefits, 
the receipt of tax-exempt interest 
may increase the portion of 
benefits that are subject to 
tax.    

Transaction Procedures and Special 
Requirements

_________________________ 
Following these procedures helps 
assure timely and accurate 
transactions.





Purchase Conditions
   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, Tele*Access;rm and 
PC*Access;rm 
Transactions. These exchange and 
redemption services 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 and is not liable for acting
on these instructions. 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 promptly 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 fund 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 
to the fund 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 Fund



   Organization and 
Management    

_________________________ 
   Shareholders benefit from T. 
Rowe Price's 58 years of 
investment management 
experience.    






How is the fund organized?
   The T. Rowe Price State Tax-Free 
Income Trust was organized in 
1986 as a Massachusetts business 
trust and is a "nondiversified, 
open-end investment company," or 
mutual fund. This fund was
organized in 1991. 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 the fund. These shares are part of 
the 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 
the 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 the fund's 
management contract.

Does the fund have an annual 
shareholder meeting?
   The fund is not required to hold 
annual meetings and does not intend 
to do so except when certain 
matters, such as a change in the 
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.    

_________________________ 
   All decisions regarding the 
purchase and sale of fund 
investments are made by T. Rowe 
Price--specifically by the fund's 
portfolio managers.    










Who runs the fund?
   General Oversight. The fund is 
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 fund's 
officers. The policy of the fund is
that a majority of Board Members will
be independent of T. Rowe Price.    

   Portfolio Management.  The fund 
has an Investment Advisory 
Committee, composed of the 
following members:  William T. 
Reynolds, Chairman, Paul W. Boltz, 
Patricia S. Deford, Konstantine B. 
Mallas, Mary J. Miller, Alan P. 
Richman, and William F. Snider, Jr.  
The Committee Chairman has day-
to-day responsibility for managing 
the portfolio and works with the 
Committee in developing and 
executing the fund's investment 
program.  Mr. Reynolds has been 
Chairman of the fund's Committee 
since 1991.  He  joined T. Rowe 
Price in 1981, and has been 
managing investments since 
1978.    

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

   Shareholder Services. T. Rowe Price 
Services, Inc., another 
wholly owned subsidiary, acts as 
the fund's 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, Inc. is 100 East 
Pratt St., Baltimore, MD 21202.    

How are fund expenses determined? 
The management agreement spells 
out the expenses to be paid by the 
fund.  In addition to the 
management fee, the 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 under "Transaction 
and Fund Expenses"), 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 daily based 
on the combined net assets of all T. 
Rowe Price funds (except Equity 
Index and the 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

The 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 $38 billion at April 
30, 1995, the Group Fee was 
0.34%.    

Understanding Performance 
Information

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

   _________________________ 
Total return is the most widely 
used performance measure. Detailed 
performance information is 
included in the fund's annual report 
and quarterly shareholder reports.    









Total Return
This tells you how much an 
investment in the 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 the 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.

   _________________________ You 
will see frequent references to the 
fund's yields in our reports, 
in advertisements, in media stories, 
and so on.







Yield
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

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

_________________________ 
Fund managers have considerable 
leeway in choosing investment 
strategies and selecting securities 
they believe will help the fund 
achieve its objective.








Shareholder approval is required to 
substantively change the 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. The 
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.

   The fund's holdings of certain 
kinds of investments cannot exceed 
maximum percentages of total 
assets, which are set forth herein. 
For instance, this fund is not 
permitted to invest more than 10% 
of total assets in residual interest 
bonds. While these restrictions 
provide a useful level of detail 
about the fund's 
investment program, investors 
should not view them as an 
accurate gauge of the potential risk 
of such investments. For example, 
in a given period a 5% investment in 
residual interest bonds could have 
significantly more than a 5% impact 
on the fund's share price. The net 
effect of a particular investment 
depends on its volatility and the 
size of its overall return in relation 
to the performance of all the fund's 
other investments.

Changes in the fund's holdings, the 
fund's performance, and the 
contribution of various investments 
are discussed in the shareholder 
reports sent to you.    

Types of Portfolio Securities 

   In seeking to meet its 
investment objective, the fund may 
invest in any type of municipal 
security or instrument (including 
certain potentially high-risk 
derivatives) whose yield, credit 
quality, and maturity 
characteristics are consistent with 
the fund's investment program. 
These and some of the other 
investment techniques the fund may 
use are described in the following 
pages.

_________________________ In 
purchasing municipals, the fund 
relies on the opinion of the issuer's 
bond counsel regarding the tax-
exempt status of the investment.







Fundamental policy:  The fund is 
registered as a nondiversified 
mutual fund.  This means that the 
fund may invest a greater portion of 
its assets in a single issuer than a diversified 
fund which may subject the fund to 
greater risk with respect to its 
portfolio securities. However, 
because the fund intends to qualify 
as a "regulated investment 
company" under the Internal 
Revenue Code, it must invest so 
that, at the end of each quarter, 
with respect to 50% of its total 
assets, not more than 5% of its 
assets are invested in the 
securities of a single issuer, and 
with respect to the remaining 50%, 
no more than 25% of fund assets are 
invested in a single issuer.    

Municipal Securities. The fund's 
assets are invested primarily in 
various 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 fund will not 
purchase any security if, as a result, 
less than 80% of the fund's income 
would be exempt from federal and 
New Jersey 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 
fund may invest without limit in 
high-quality, short-term securities 
whose income is subject to federal 
and New Jersey income tax.  

In addition to general obligation and 
revenue bonds, the fund's 
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 
fund 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 fund may also purchase unrated 
lease obligations. Based on 
information supplied by T. Rowe 
Price, the fund's Board of Trustees 
will periodically review the credit 
quality of nonrated leases and 
assess the likelihood of their being 
cancelled.    

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

   Municipal Warrants. Municipal 
warrants are essentially call 
options on municipal bonds. In 
exchange for a premium, they give 
the purchaser the right, but not the 
obligation, to purchase a municipal 
bond in the future. The fund might 
purchase a warrant to lock in 
forward supply in an environment 
where the current issuance of bonds 
is sharply reduced. Like options, 
warrants may expire worthless and 
they may have reduced liquidity.

Operating policy: The fund will not 
invest more than 2% of its total 
assets in municipal warrants.    

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 fund would hold the 
longer-term security. 

Securities with Credit 
Enhancements.  

0	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. 

   0	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 bond 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 fund. 
The number of municipal bond 
insurers is relatively small, and 
not all of them have the highest 
rating.    

0	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:    

   0	Residual Interest Bonds (a
potentially high-risk 
derivative). 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: The fund will not 
invest more than 10% of its total 
assets in residual interest bonds.

   0	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 fund 
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.    

   0	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 the 
fund's total return. 
Operating policy: The fund will not 
invest more than 10% of its total 
assets in embedded interest rate 
swaps and caps.

Private Placements. The fund may 
seek to enhance its 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: The fund may not 
invest more than 15% of its net 
assets in illiquid securities, 
including unmarketable private 
placements.  

Types of Management Practices

_________________________Cas
h reserves provide flexibility and 
serve as a short-term defense 
during periods of unusual market 
volatility.





   Cash Position. The 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 the fund's weighted 
average maturity; and serves as a 
short-term defense during periods 
of unusual market volatility. The 
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, the fund identifies cash 
or high-grade marketable securities 
held by its custodian equal in value 
to its commitment for these 
securities. The fund does 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 (a 
potentially high-risk derivative) 
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 fund may use futures (and 
options on futures) to hedge against 
a potentially unfavorable change in 
interest rates and to adjust its 
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 the 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 the fund's net asset value. 
    

Borrowing Money and Transferring 
Assets. The fund can borrow money 
from banks as a temporary measure 
for emergency purposes, to 
facilitate redemption requests, or 
for other proper purposes 
consistent with the 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 total 
fund assets.

Operating policy: The 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 33 
1/3% of the fund's total assets. The 
fund may not purchase additional 
securities when borrowings exceed 
5% of total assets. 

   Portfolio Turnover.  The fund 
generally purchases 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. Although 
the fund does 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 fund's portfolio 
turnover rates for the fiscal years 
ended February 28, 1995, 1994, and 
1993 were 139.1%, 68.8%, and 
103.3%, respectively.     

Sector Concentration. It is possible 
that the 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: The 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 the fund, including 
those rated by outside agencies. The 
lower the rating on a bond, the 
higher the yield, other things being 
equal.

Table 5 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,	Corpora-	Service,
	Inc.	tion	Inc.
____________________________
_______________
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-	MIG1/VMIG1
	SP1+ Very	F-1+
Term	Best quality
	strong	Exception-
		quality	ally
		SP1 Strong
	strong
		grade	quality 
			F-1 Very
			strong
			quality
	_______________________
____________
	MIG2/VMIG2	SP2 
	F-2 	Good
	High quality	Satisfac-
	credit
		tory	quality 
		grade
____________________________
_______________
Commer-	P-1 Superior
	A-1+	F-1+
cial	quality	Extremely
	Exception-
paper		strong
	ally strong
		quality	quality 
		A-1 Strong
	F-1 Very
		quality 	strong
			quality 
	_______________________
____________
	P-2 Strong	A-2
	F-2 Good
	quality	Satisfac-
	credit
		tory	quality
		quality 
____________________________
_______________
Table 5



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 and 
Prices    
Tele*Access(regis
tered 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, DC

ARCO Tower
31st Floor
515 South Flower 
St.
Los Angeles, CA









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
   New Jersey Tax-
Free Bond Fund    





T. Rowe Price
State Tax-Free
Income Trust
   July 1, 
1995    





















T. Rowe Price 
Invest With 
Confidence 
(registered 
trademark)










______________
A long-term bond 
fund for investors 
seeking income 
that is exempt 
from federal and 
New Jersey 
income taxes.



4   INVESTING WITH T. ROWE PRICE

Account Requirements and Transaction Information

Always verify your transactions by carefully reviewing the confirmation we 
send you. Please report any discrepancies to Shareholder Services.

TAX IDENTIFICATION NUMBER
We must have your correct social security or corporate tax identification 
number on a signed New Account Form or W-9 Form. Otherwise, federal law 
requires the funds to withhold a percentage (currently 31%) of your dividends, 
capital gain distributions, and redemptions, and may subject you to an IRS 
fine. 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.

T. Rowe Price 
Trust Company
1-800-492-7670
1-410-625-6585

EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS
Transaction procedures in the following sections may not apply to 
employer-sponsored retirement plans and institutional accounts. For procedures 
regarding employer-sponsored retirement plans, please call T. Rowe Price Trust 
Company or consult your plan administrator. For institutional account 
procedures, please call your designated account manager or 
service representative.

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

Regular Mail
T. Rowe Price Funds
Account Services
P.O. Box 89000
Baltimore, MD
21289-1500

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
Please make your check payable to T. Rowe Price Funds (otherwise it will be 
returned) and send your check together with the New Account Form to the 
address at left. We do not accept third party checks, except for IRA Rollover 
checks, to open new accounts.

Mailgram, Express,
Registered, or Certified Mail
T. Rowe Price 
Account Services
10090 Red Run Blvd.
Owings Mills, MD 21117


BY WIRE
o   Call Investor Services for an account number and give the following 
wire address to your bank: 
Morgan Guaranty Trust Co. of New York
ABA# 021000238 
T. Rowe Price [fund name]
AC-00153938
account name(s), and account number.
o   Complete a New Account Form and mail it to one of the appropriate 
addresses listed on the previous page.
Note: No services will be established and IRS penalty withholding may occur 
until a signed New Account Form is received.  Also, retirement plans cannot be 
opened by wire.
BY EXCHANGE
Call Shareholder Services or use Tele*Access or PC*Access (see "Automated 
Services" under "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 your New Account Form at any of the locations listed below and obtain 
a receipt.
Drop-off locations
101 East Lombard St. T. Rowe Price       Farragut Square     ARCO Tower
Baltimore, MD        Financial Center    900 17th St., N.W.  31st Floor
                     10090 Red Run Blvd. Wash., D.C.         515 S. Flower St.
                     Owings Mills, MD                        Los Angeles, CA

NOTE: The fund and its agents reserve the right to waive or lower investment 
minimums; to accept initial purchases by telephone or mailgram; cancel or 
rescind any purchase or exchange (for example, if an account has been 
restricted due to excessive trading or fraud) upon notice to the shareholder 
within five business days of the trade or if the written confirmation has not 
been received by the shareholder, whichever is sooner, to freeze any account 
and temporarily suspend services on the account when notice has been received 
of a dispute between the registered or beneficial account owners or there is 
reason to believe a fraudulent transaction may occur; to otherwise modify the 
conditions of purchase and any services at any time; or to act on instructions 
believed to be genuine.
Purchasing Additional Shares: $100 minimum purchase; 
$50 minimum for retirement plans and Automatic Asset Builder

BY ACH TRANSFER
Use Tele*Access(R), PC*Access(R) 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."

Regular Mail
T. Rowe Price 
Account Services 
P.O. Box 17300
Baltimore, MD 
21298-9353

BY MAIL
o   Provide your account number and the fund name on your check
o   Mail the check to us at the address shown at left either with a fund 
reinvestment slip  or a note indicating the fund you want and your fund 
account number.
BY AUTOMATIC ASSET BUILDER
Fill out the Automatic Asset Builder section on the New Account or Shareholder 
Services Form ($50 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, PC*Access 
(if you have previously 
authorized telephone services), mailgram or by express mail.  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.  (provided your bank information is already 
on file).  For charges, see "Electronic Transfers - By Wire" under 
"Shareholder Services".

Mailgram, Express, 
Registered, or 
Certified Mail
(See "Opening a 
New Account".)

BY MAIL
Provide account name(s) and numbers, fund name(s), and exchange or redemption 
amount. For exchanges, mail to the appropriate address, below or 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").

REGULAR MAIL
For nonretirement and IRA accounts      For employer-sponsored retirement 
                                          accounts
T. Rowe Price Account Services          T. Rowe Price Trust Company
P.O. Box 89000                          P.O. Box 89000
Baltimore, MD 21289-0220                Baltimore, MD 212898-0300

NOTE: Redemptions from retirement accounts, including IRAs, must be in 
writing.  Please call Shareholder Services to obtain an IRA Distrobution 
Request Form.

Shareholder Services

Shareholder Services
1-800-225-5132
1-410-625-6500

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 on, 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.
NOTE: Corporate and other institutional accounts require an original or 
certified resolution to establish services and to redeem by mail.  For more 
information, call Investor Services.

Investor Services
1-800-638-5660
1-410-547-2308

RETIREMENT PLANS
We offer a wide range of plans for individuals and institutions, including 
large and small busineses: IRAs, SEP-IRAs, Keoghs (profit sharing, money 
purchase pension), 401(k), and 403(b)(7).  For information on IRAs, call 
Investor Services.  For information on all other retirement plans, please call 
our Trust Company at 1-800-492-7670.
EXCHANGE SERVICE
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 for the original purchase has been received. 
AUTOMATED SERVICES
TELE*ACCESS. 24-hour service via toll-free number provides information on fund 
yields and prices, dividends, account balances, and your latest transaction as 
well as the ability to request prospectuses, account and tax forms, duplicate 
statements, checks, and to 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 whose addresses are 
listed on the cover.
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 incoming or outgoing wire transfers regardless of size.
CHECKWRITING (NOT AVAILABLE FOR THE HIGH YIELD FUND)
You may write an unlimited number of free checks on any money market fund, and 
most bond 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 of 
$50 or more 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.




























































          PAGE 5 
          The prospectus for the T. Rowe Price Georgia Tax-Free Fund, dated
          July 1, 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 AND 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, DC

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

GAB

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
GEORGIA TAX-FREE 
BOND FUND

T. ROWE PRICE
STATE TAX-FREE 
INCOME TRUST
JULY 1, 1995

A bond fund for investors seeking income that is exempt from federal and
Georgia state income taxes.
Facts at a Glance

Investment Goal

The highest level of income exempt from federal and Georgia state income
taxes. 

As with all mutual funds, this fund may not meet its goal.

Strategy

Invests primarily in investment-grade Georgia municipal bonds. 
Dollar-weighted average maturity is expected to be 10 years or longer.


Risk/Reward

Higher income but also greater potential price fluctuation than shorter-term
municipal bond funds.  

Investor Profile

Georgia taxpayers who, because of their tax bracket, can benefit from income
that is exempt from federal and Georgia state 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,
Inc. ("T. Rowe Price") and its affiliates managed over $61 billion, including
approximately $5.5 billion in municipal bond assets, for over three million
individual and institutional investor accounts as of March 31, 1995.

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, 1995

PROSPECTUS

________________________________________________________________________
Contents
________________________________________________________________________
1   About the Fund
________________________________________________________________________
    Transaction and Fund Expenses                         2
________________________________________________________________________
    Financial Highlights                                  3
________________________________________________________________________
    Fund, Market, and Risk Characteristics                4
________________________________________________________________________
2   About Your Account
________________________________________________________________________
    Pricing Shares; Receiving Sale Proceeds               9
________________________________________________________________________
    Distributions and Taxes                              10
________________________________________________________________________
    Transaction Procedures and Special Requirements      12
________________________________________________________________________
3   More About the Fund
________________________________________________________________________
    Organization and Management                          14
________________________________________________________________________
    Understanding Fund Performance                       15
________________________________________________________________________
    Investment Policies and Practices                    16
________________________________________________________________________
4   Investing With T. Rowe Price
________________________________________________________________________
    Account Requirements and Transaction Information     23
________________________________________________________________________
    Opening a New Account                                23
________________________________________________________________________
    Purchasing Additional Shares                         24
________________________________________________________________________
    Exchanging and Redeeming                             25
________________________________________________________________________
    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
fund, dated July 1, 1995, has been filed with the Securities and Exchange
Commission and is incorporated by reference in this prospectus. To obtain a
free copy, call 1-800-638-5660.

________________________________________________________________________
1   ABOUT THE FUND

Transaction and Fund Expenses
__________________________________________________________________________
LIKE ALL T. ROWE PRICE FUNDS, THE FUND IS 100% NO LOAD.

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

In Table 1 below, "Shareholder Transaction Expenses," shows that you pay no
sales charges. All the money you invest in the fund goes to work for you,
subject to the fees explained below. "Annual Fund Expenses" provides an
estimate of how much it will cost to operate the fund for a year, based on
1995 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.
___________________________________________________________________________
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1995, THE FUND PAID $55,000 TO T. ROWE
PRICE SERVICES, INC., FOR TRANSFER AND DIVIDEND DISBURSING FUNCTIONS AND
SHAREHOLDER SERVICES, AND $60,000 TO T. ROWE PRICE FOR ACCOUNTING SERVICES.
________________________________________________________________________
Shareholder                Annual               Percentage
Transaction                Fund Expenses        of Fiscal 1995
Expenses                                        Average Net Assets
________________________________________________________________________
Sales charge "   None      Management           0.00%a
load" on                   fee (after
purchases                  reduction)
________________________________________________________________________
Sales charge     None      Marketing            None
"load" on                  fees (12b-1)
reinvested 
dividends
________________________________________________________________________
Redemption       None      Total                0.65%
fees                       other
                           (Shareholder
                           servicing,
                           custodial,
                           auditing, etc.)
________________________________________________________________________
Exchange fees    None
________________________________________________________________________
                           Total fund           0.65%a
                           expenses
                           (after
                           reduction)
________________________________________________________________________
 a  The fund's management fee, other expenses, and total 
    expense ratio would have been 0.44%, 0.99% and 1.43%, 
    respectively, had T. Rowe Price not agreed to reduce 
    management fees and assume other expenses in accordance 
    with the expense limitation described below. To limit the 
    fund's expenses during its initial period of operations, 
    T. Rowe Price agreed to waive 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 through February 28, 1997. Fees 
    waived or expenses paid orassumed 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 February 28, 1999 
    (for the second agreement), or if it would result in the 
    expense ratio exceeding 0.65%. Any amounts reimbursed will 
    have the effect of increasing fees otherwise paid by the fund.

Note: The fund charges a $5 fee for wire redemptions under $5,000, subject to
change without notice.
________________________________________________________________________
Table 1

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 fund's
     investment manager. The 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 "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.

________________________________________________________________________
                  1 year   3 years   5 years    10 years
________________________________________________________________________
                  $7       $21       $36        $81
________________________________________________________________________
Table 2

Financial Highlights

The following table provides information about the fund's financial history.
It is based on a single share outstanding throughout each fiscal year. The
table is part of the fund's financial statements, which are included in the
fund's annual report and 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
Price Waterhouse LLP, independent accountants, whose unqualified report covers
the periods shown.


<TABLE>
<CAPTION>

___________________________________________________________________________________________________________

            Investment Activities   Distributions          End of Period

                       Net                                                                  Ratio
                    Realized                                                               of Net
                       and                                          Total           Ratio  Invest-
        Net          Unreal-                                       Return          of Ex-   ment
       Asset    Net   ized    Total                          Net   (Incl-          penses  Income
PeriodValue,  Invest- Gain    from     Net                  Asset   udes     Net     to      to    Port-
Ended,Begin-   ment  (Loss)  Invest- Invest-  Net          Value,   Rein-  Assets   Aver-   Aver-  folio
Febr-  ning     In-    on     ment    ment   Real-  Total    End   vested    ($      age     age   Turn-
uary    of     come  Invest- Activi-   In-   ized  Distri-   of     Divi-   Thou-    Net     Net   over
28    Period  (Loss)  ments   ties    come   Gain  butions Period  dends)  sands)  Assets  Assets  Rate
__________________________________________________________________________________________________________
<S>   <C>     <C>    <C>     <C>     <C>     <C>   <C>     <C>     <C>     <C>     <C>     <C>     <C>

1994a $10.00 $0.43b  $0.41   $0.84 $(0.43) $(0.04) $(0.47)  $10.37  8.45% $22,614  0.65%bc  4.48%c 154.8%c
1995   10.37  0.51b  (0.39)   0.12  (0.51)  (0.05)  (0.56)    9.93  1.42   23,338  0.65b    5.26   170.2
__________________________________________________________________________________________________________
<FN>
 a  For the period March 31, 1993 (commencement of operations) to February 28, 1994.
 b  Excludes expenses in excess of a 0.65% voluntary expense limitation in effect 
    through February 28, 1995.
 c  Annualized.
</FN>
__________________________________________________________________________________________________________
</TABLE>
Table 3


Fund, Market, and Risk Characteristics: What to Expect

To help you decide whether the fund is appropriate for you, this section takes
a closer look at its investment objective and approach.
___________________________________________________________________________
INCOME FROM GEORGIA MUNICIPAL SECURITIES IS EXEMPT FROM FEDERAL AND GEORGIA
STATE INCOME TAXES.

What is the fund's objective and investment program?

The fund's investment objective is to provide, consistent with prudent
portfolio management, the highest level of income exempt from federal and
Georgia state income taxes by investing primarily in investment-grade Georgia
municipal bonds.

The fund will invest at least 65% of its total assets in Georgia municipal
bonds. The fund's dollar weighted average maturity will usually exceed 10
years. Due to seasonal variations or shortages in the supply of suitable
short-term Georgia securities, the fund may invest periodically in municipals
whose interest is exempt from federal but not state income taxes. Every effort
will be made to minimize such investments, but they could compose up to 10% of
the fund's annual income.
___________________________________________________________________________
AT ITS DISCRETION, THE FUND MAY RETAIN A SECURITY WHOSE CREDIT QUALITY IS
DOWNGRADED AFTER PURCHASE.

What are the fund's credit quality guidelines?

The fund 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 fund 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 the 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.
___________________________________________________________________________
A MORE DETAILED DISCUSSION OF THESE AND OTHER RISK CONSIDERATIONS IS CONTAINED
IN THE FUND'S STATEMENT OF ADDITIONAL INFORMATION.

What are the main risks of investing in municipal bond funds?

The potential for realizing a loss of principal in a bond fund could derive
from:

o    Interest rate or market risk: the decline in fixed-income securities and
     funds that may accompany a rise in the overall level of interest rates
     (please see Table 4).

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.

o    Political risk: the chance that a significant restructuring of federal
     income tax rates, or even serious discussion on the topic in Congress,
     could cause municipal bond prices to fall. The demand for municipal bonds
     is strongly influenced by the value of tax exempt income to investors.
     Broadly lower tax rates could reduce the advantage of owning municipal
     bonds.

o    Geographical: the chance of price declines resulting from developments in
     a single state.

___________________________________________________________________________
SIGNIFICANT POLITICAL AND ECONOMIC DEVELOPMENTS WITHIN A STATE MAY HAVE
REPERCUSSIONS, DIRECT AND INDIRECT, ON VIRTUALLY ALL MUNICIPAL BONDS ISSUED IN
THE STATE.

What are the particular risks associated with single-state funds versus those
that invest nationally?

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. 

How does T. Rowe Price try to reduce risk?

Consistent with the fund's objective, the portfolio manager actively manages
the fund in an effort to manage risk and increase total return. Risk
management tools include:

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

o    Thorough credit research by our own analysts; and

o    Adjustments in the fund's duration to try to reduce the negative impact
     of rising interest rates or take advantage of the favorable effects of
     falling rates. Depending on market outlook, the investment manager may
     shorten or lengthen the fund's average effective maturity and duration
     within the ranges and guidelines established in this prospectus.
___________________________________________________________________________
CREDIT RATINGS AND THE FINANCIAL AND ECONOMIC CONDITIONS OF THE STATE, LOCAL
GOVERNMENTS, PUBLIC AUTHORITIES, AND OTHERS IN WHICH THE FUND MAY INVEST ARE
SUBJECT TO CHANGE AT ANY TIME.

What is the credit quality of Georgia general obligations?

As of June 1, 1995, the state was rated Aaa by Moody's, AA+ by Standard &
Poor's and AAA by Fitch. Since 1973, the state of Georgia has financed its
capital needs through the issuance of general obligation bonds. The state
constitution and current law limit maximum annual debt service on general
obligation debt to 10% of total revenue receipts of the state treasury. The
state has never defaulted on the payment of principal and interest on its
general obligation bonds and has not issued short-term tax anticipation notes
for its seasonal cash flow requirements.

What about the quality of the fund's other holdings?

In addition to the state's general obligations, the fund will invest a
substantial portion of 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 Georgia depend principally on
their own revenue sources, they could experience budget shortfalls due to
cutbacks in state aid.

The fund 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 SHARE PRICE AND YIELD OF THE FUND WILL FLUCTUATE WITH CHANGING MARKET
CONDITIONS AND INTEREST RATE LEVELS. WHEN YOU SELL YOUR SHARES, YOU MAY LOSE
MONEY.

The fund sometimes invests 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 Georgia state 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, 1995, Puerto Rico's general obligations were rated
Baa1 by Moody's and A by Standard & Poor's.

What are derivatives and can the fund invest in them?

The term derivative is used to describe financial instruments whose value is
derived from an underlying security (e.g., a stock or bond) or a market
benchmark (e.g., an interest rate index). Many types of investments
representing a wide range of potential risks and rewards fall under the
"derivatives" umbrella-from conventional instruments such as callable bonds,
futures and options, to more exotic investments such as stripped mortgage
securities and structured notes. While it was only recently that the term
derivative has become widely known among the investing public, derivatives
have in fact been employed by investment managers for many years. The fund
will invest in derivatives only if the expected risks and rewards are
consistent with its objective, policies, and overall risk profile as described
in this prospectus. Accordingly, the fund will not invest in any high risk,
highly leveraged derivative instrument which is expected to cause the price
volatility of the portfolio to be meaningfully different than that of a
long-term investment grade bond. The fund limits its use of derivatives to
situations in which they may enable the fund to: increase yield; hedge against
a decline in principal value; invest in eligible asset classes with greater
efficiency and lower cost than is possible through direct investment; or
adjust duration.
__________________________________________________________________________
THESE ARE SOME CHARACTERISTICS OF MUNICIPAL SECURITIES.

Who issues 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?

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.
___________________________________________________________________________
MUNICIPAL SECURITIES ARE ALSO CALLED "TAX-EXEMPTS" BECAUSE THE INTEREST INCOME
THEY PROVIDE IS USUALLY EXEMPT FROM FEDERAL INCOME TAXES.

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. Normally, the fund will not purchase
any security if as a result, more than 20% of the fund's income would be
subject to the AMT. The fund 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 Georgia bonds often below those of comparable issues from
other states?

Strong demand for Georgia 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 Georgia 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 Georgia income tax. Compare this with the Georgia fund's yield.
___________________________________________________________________________
YOU MAY FIND IT HELPFUL TO REVIEW SOME FUNDAMENTALS THAT APPLY TO ALL
FIXED-INCOME INVESTMENTS.

Is a fund's yield fixed or will it vary?

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"?

Not for bond funds. Your total return is the result of reinvested income and
the change in share price for a given time period. Income is always a positive
contributor to total return and can enhance a rise in share price or serve as
an offset to a drop in share price.

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's or bond fund's maturity?

Every bond has a stated maturity date when the issuer must repay the
security'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 dollar-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 instruments when computing the average. Targeting effective
maturity provides additional flexibility in portfolio management but, all else
being equal, could result in higher volatility than a fund targeting a stated
maturity or maturity range.

What is meant by a bond's or bond fund's "duration"?

Duration is the time-weighted value of discounted future interest and
principal payments expressed in years. It measures bond price sensitivity to
interest rate changes more accurately than maturity because it takes into
account the time value of 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 that may
shorten a bond's life.

Since duration can also be computed for bond funds, you can estimate the
effect of interest rates on a bond fund's share price. Simply multiply the
fund's duration (available for T. Rowe Price bond funds in our shareholder
reports) by an expected change in interest rates. For example, the price of a
bond fund with a duration of five years would be expected to fall
approximately 5% if rates rose by one percentage point.

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.
___________________________________________________________________________
IN GENERAL, THE LONGER THE BOND'S MATURITY, THE GREATER THE PRICE INCREASE OR
DECREASE IN RESPONSE TO A GIVEN CHANGE IN INTEREST RATES, AS SHOWN IN THE
TABLE TO THE RIGHT.

________________________________________________________________________
How Interest Rates Affect Bond Prices

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

                          Increase            Decrease
                          1%     2%           1%      2%
________________________________________________________________________
1 Year     4.30%          $990   $981         $1,010  $1,020
________________________________________________________________________
5 Years    4.90            957    917          1,045   1,092
________________________________________________________________________
10 Years   5.35            927    860          1,080   1,169
________________________________________________________________________
20 Years   5.95            893    801          1,126   1,275
________________________________________________________________________
30 Years   6.00            875    774          1,155   1,348
________________________________________________________________________

Table 4 Coupons reflect yields on AAA-rated municipals 
        as of April 30, 1995. This is an illustration 
        and does not represent expected yields or 
        share-price changes of any T. Rowe Price fund.
___________________________________________________________________________
THE FUND SHOULD NOT BE RELIED UPON AS A COMPLETE INVESTMENT PROGRAM, NOR BE
USED FOR SHORT-TERM TRADING PURPOSES.

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

You should review the investment policies and practices section which
discusses the following: Types of Portfolio Securities (municipal securities,
private activity bonds, municipal lease obligations, municipal warrants,
securities with "puts" or other demand features, securities with credit
enhancements, synthetic or derivative securities, and private placements); and
Types of 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
___________________________________________________________________________
THE VARIOUS WAYS YOU CAN BUY, SELL, AND EXCHANGE SHARES ARE EXPLAINED AT THE
END OF THIS PROSPECTUS AND ON THE NEW ACCOUNT FORM. THESE PROCEDURES MAY
DIFFER FOR INSTITUTIONAL ACCOUNTS.

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
valued 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

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.
___________________________________________________________________________
WHEN FILLING OUT THE NEW ACCOUNT FORM, YOU MAY WISH TO GIVE YOURSELF THE
WIDEST RANGE OF OPTIONS FOR RECEIVING PROCEEDS FROM A SALE.

Note: The time at which transactions are priced and the time until which
orders are accepted 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 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 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 banks, savings banks, and credit unions, which
electronically exchange the transactions primarily through the Federal Reserve
Banks. Proceeds sent by bank wire should be credited to your bank account the
next business day.
___________________________________________________________________________
IF FOR SOME REASON WE CANNOT ACCEPT YOUR REQUEST TO SELL SHARES, WE WILL
CONTACT YOU.

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
___________________________________________________________________________
THE FUND DISTRIBUTES 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 at that time provided payment has been received on the previous
     business day.

o    Money funds declare income dividends daily at noon ET to shareholders of
     record at that time provided payment has been received by 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 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.
__________________________________________________________________________
THE FUND SENDS TIMELY INFORMATION FOR YOUR TAX FILING NEEDS.

Tax Information

Although the regular monthly income dividends you receive from the fund 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.
___________________________________________________________________________
INVESTMENTS IN THE FUND ARE SUBJECT TO THE GEORGIA INTANGIBLE PERSONAL
PROPERTY TAX OF 0.01% APPLICABLE TO MASSACHUSETTS BUSINESS TRUSTS.

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.

In January, the fund will send you Form 1099-B, indicating the date and amount
of each sale you made in the fund during the prior year. This information will
also be reported to the IRS. For accounts opened new or by exchange in 1983 or
later, we will provide you the gain or loss of the shares you sold during the
year based on the "average cost" method. This 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)
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 fund will send you Form 1099-DIV
indicating the tax status of any capital gain distribution made to you. This
information will also be reported to the IRS. 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 gain distributions are taxable as ordinary income and
long-term gain distributions are taxable at the applicable long-term gain
rate. The gain is long-term or short-term depending on how long the fund held
the securities, not how long you held shares in the fund. If you realize a
loss on the sale or exchange of fund shares held six months or less, your
short-term loss recognized is reclassified to long-term to the extent of any
capital gain distribution received.

If the fund invests 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, at any time, reflect undistributed
capital gains or unrealized appreciation.

Note: For shareholders who receive social security benefits, the receipt of
tax-exempt interest may increase the portion of benefits that are subject to
tax.

Transaction Procedures and Special Requirements
__________________________________________________________________________
FOLLOWING THESE PROCEDURES HELPS ASSURE TIMELY AND ACCURATE TRANSACTIONS.

Purchase Conditions

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, Tele*Access(registered trademark), and PC*Access(registered
trademark) transactions. These exchange and redemption services 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 and is not liable for acting
on these instructions. 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 promptly 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.
__________________________________________________________________________
T. ROWE PRICE MAY BAR EXCESSIVE TRADERS FROM PURCHASING SHARES.

Excessive Trading

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 fund 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 to the fund 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.
___________________________________________________________________________
A SIGNATURE GUARANTEE IS DESIGNED TO PROTECT YOU AND THE FUND FROM FRAUD BY
VERIFYING YOUR SIGNATURE.

Signature Guarantees

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 Fund

Organization and Management
___________________________________________________________________________
SHAREHOLDERS BENEFIT FROM T. ROWE PRICE'S 58 YEARS OF INVESTMENT MANAGEMENT
EXPERIENCE.

How is the fund organized?

The T. Rowe Price State Tax-Free Income Trust was organized in 1986 as a
Massachusetts business trust and is registered with the Securities and
Exchange Commission as a "non-diversified, open-end investment company," or
mutual fund. This fund was organized in 1993. 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 the
fund. These shares are part of the 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 the fund's income and capital gain
     distributions; and

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 the fund's management contract.

Does the fund have an annual shareholder meeting?

The fund is not required to hold annual meetings and does not intend to do so
except when certain matters, such as a change in the 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.
___________________________________________________________________________
ALL DECISIONS REGARDING THE PURCHASE AND SALE OF FUND INVESTMENTS ARE MADE BY
T. ROWE PRICE-SPECIFICALLY BY THE FUND'S PORTFOLIO MANAGERS.

Who runs the fund?

General Oversight. The fund is 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 fund's officers. The policy of the fund
is that a majority of Board members will be independent of T. Rowe Price.

Portfolio Management. The fund has an Investment Advisory Committee, composed
of the following members: Mary J. Miller, Chairman, Patricia S. Deford,
Charles O. Holland, Hugh D. McGuirk, and William T. Reynolds. The Committee
Chairman has day-to-day responsibility for managing the portfolio and works
with the Committee in developing and executing the fund's investment program.
Mrs. Miller has been Chairman of the fund's Committee since the fund's
inception in 1993. 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 this and all other T. Rowe
Price funds.

Shareholder Services. T. Rowe Price Services, Inc., another wholly owned
subsidiary, acts as the fund's 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, Inc. is 100 East
Pratt St., Baltimore, MD 21202. 
__________________________________________________________________________
THE MANAGEMENT AGREEMENT SPELLS OUT THE EXPENSES TO BE PAID BY THE FUND. 

How are fund expenses determined? 

In addition to the management fee, the 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
under "Transaction and Fund Expenses"), 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 daily based on the combined net
assets of all T. Rowe Price funds (except Equity Index and the 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

The 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 $38 billion at April
30, 1995, the Group Fee was 0.34%.

Understanding Performance Information
___________________________________________________________________________
TOTAL RETURN IS THE MOST WIDELY USED PERFORMANCE MEASURE. DETAILED PERFORMANCE
INFORMATION IS INCLUDED IN THE FUND'S ANNUAL REPORT AND QUARTERLY SHAREHOLDER
REPORTS.

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

Total Return

This tells you how much an investment in the 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 the 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.
___________________________________________________________________________
YOU WILL SEE FREQUENT REFERENCES TO THE FUND'S YIELDS IN OUR REPORTS, IN
ADVERTISEMENTS, IN MEDIA STORIES, AND SO ON.

Yield

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 FUND ACHIEVE ITS OBJECTIVE.

This section takes a detailed look at some of the types of securities the fund
may hold in its portfolio and the various kinds of investment practices that
may be used in day-to-day portfolio management. The 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 the 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. The 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.

The fund's holdings of certain kinds of investments cannot exceed maximum
percentages of total assets, which are set forth herein. For instance, this
fund is not permitted to invest more than 10% of total assets in residual
interest bonds. While these restrictions provide a useful level of detail
about the fund's investment program, investors should not view them as an
accurate gauge of the potential risk of such investments. For example, in a
given period, a 5% investment in residual interest bonds could have
significantly more than a 5% impact on the fund's share price. The net effect
of a particular investment depends on its volatility and the size of its
overall return in relation to the performance of all the fund's other
investments.

Changes in the fund's holdings, the fund's performance, and the contribution
of various investments are discussed in the shareholder reports sent to you.

Types of Portfolio Securities 

In seeking to meet its investment objective, the fund may invest in any type
of municipal security or instrument (including certain potentially high-risk
derivatives) whose yield, credit quality, and maturity characteristics are
consistent with the fund's investment program. These and some of the other
issuer investment techniques the fund may use are described in the following
pages.

Fundamental policy: The fund is registered as a nondiversified mutual fund.
This means that the fund may invest a greater portion of its assets in a
single issuer than a diversified fund which may subject the fund to greater
risk with respect to its portfolio securities. However, because the fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code, it must invest so that, at the end of each quarter, with respect
to 50% of its total assets, not more than 5% of its assets are invested in the
securities of a single issuer, and with respect to the remaining 50%, no more
than 25% of fund assets are invested in a single issuer.
___________________________________________________________________________
IN PURCHASING MUNICIPALS, THE FUND RELIES ON THE OPINION OF THE ISSUER'S BOND
COUNSEL REGARDING THE TAX-EXEMPT STATUS OF THE INVESTMENT.

Municipal Securities. The fund's assets are invested primarily in various
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 fund will not purchase
any security if, as a result, less than 80% of the fund's income would be
exempt from federal and Georgia state 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 fund may invest without limit in high-quality,
short-term securities whose income is subject to federal and Georgia state
income tax. 

In addition to general obligation and revenue bonds, the fund's 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 fund 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 fund may also purchase
unrated lease obligations. Based on information supplied by T. Rowe Price, the
fund's Board of Trustees will periodically review the credit quality of
nonrated leases and assess the likelihood of their being cancelled. 

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

Municipal Warrants.  Municipal warrants are essentially call options on
municipal bonds. In exchange for a premium, they give the purchaser the right,
but not the obligation, to purchase a municipal bond in the future. The fund
might purchase a warrant to lock in forward supply in an environment where the
current issuance of bonds is sharply reduced. Like options, warrants may
expire worthless and they may have reduced liquidity.

Operating policy: The fund will not invest more than 2% of its total assets in
municipal warrants.

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 fund 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 bond 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
     fund. 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 (a potentially high-risk derivative). 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: The 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 fund
     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 the fund's total return. 

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

Private Placements. The fund may seek to enhance its 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: The fund may not invest more than 15% of its net assets in
illiquid securities, including unmarketable private placements. 

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

Cash Position. The 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. The 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, the fund identifies cash or
high-grade marketable securities held by its custodian equal in value to its
commitment for these securities. The fund does 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 (a potentially high-risk derivative) 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 fund may use futures
(and options on futures) to hedge against a potentially unfavorable change in
interest rates and to adjust its 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 the
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 the fund's net
asset value.

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

Fundamental policy: Borrowings may not exceed 331/3% of total fund assets.

Operating policy: The 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 the fund's total
assets. The fund may not purchase additional securities when borrowings exceed
5% of total assets. 

Portfolio Turnover. The fund generally purchases 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. Although the fund does 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 fund's portfolio turnover rates for the fiscal years ended
February 28, 1995 and 1994, were 170.2% and 154.8%, respectively. 

Sector Concentration. It is possible that the 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: The 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 the fund, including those rated by outside agencies. The
lower the rating on a bond, the higher the yield, other things being equal.

Table 5 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,   Corpor-   Service,
           Inc.       ation     Inc.
________________________________________________________________________
Long-      Aaa        AAA       AAA              Highest quality
Term       _____________________________________________________________
           Aa         AA        AA               High quality
           _____________________________________________________________
           A          A         A                Upper medium grade
________________________________________________________________________
           Baa        BBB       BBB              Medium grade


           Moody's              S&P              Fitch
________________________________________________________________________
Short-     MIG1/VMIG1 Best      SP1+ Very        F-1+ Exceptionally
Term                  quality        strong           strong
                                     quality          quality

                                SP1  Strong      F-1  Very strong
                                     grade            quality
           _____________________________________________________________
           MIG2/VMIG2 High      SP2  Satis-      F-2  Good
                      quality        factory          credit
                                     grade            quality
________________________________________________________________________
Comm-      P-1  Superior        A-1+ Extremely   F-1+ Exceptionally
ercial          quality              strong           strong
Paper                                quality          quality
                                A-1  Strong      F-1  Very strong
                                     quality          quality
           _____________________________________________________________
           P-2        Strong    A-2  Satis-      F-2  Good
                      quality        factory          credit
                                     quality          quality
________________________________________________________________________
Table 5

4    Investing with T. Rowe Price

Account Requirements and Transaction Information
___________________________________________________________________________
ALWAYS VERIFY YOUR TRANSACTIONS BY CAREFULLY REVIEWING THE CONFIRMATION WE
SEND YOU. PLEASE REPORT ANY DISCREPANCIES TO SHAREHOLDER SERVICES.

Tax Identification Number

We must have your correct social security or corporate tax identification
number on a signed New Account Form or W-9 Form. Otherwise, federal law
requires the funds to withhold a percentage (currently 31%) of your dividends,
capital gain distributions, and redemptions, and may subject you to an IRS
fine. 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.

Institutional Accounts

Transaction procedures in the following sections may not apply to
institutional accounts. For procedures regarding institutional accounts,
please call your designated account manager or service representative.

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

________________________________________________________________________
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

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

Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check together with the New Account Form to the
address at left. We do not accept third party checks to open new accounts.

By Wire

o    Call Investor Services for an account number and give the following wire
     address to your bank:

     Morgan Guaranty Trust Co. of New York
     ABA #021000238 
     T. Rowe Price [fund name]
     AC-00153938
     account name(s) and account number

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

Note: No services will be established and IRS penalty withholding may occur
until a signed New Account Form is received.

By Exchange

Call Shareholder Services or use Tele*Access or PC*Access (see "Automated
Services" under "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 your New Account Form at any of the locations listed on the cover and
obtain a receipt.

Note: The fund and its agents reserve the right to waive or lower investment
minimums; to accept initial purchases by telephone or mailgram; to cancel or
rescind any purchase or exchange (for example, if an account has been
restricted due to excessive trading or fraud) upon notice to the shareholder
within five business days of the trade or if the written confirmation has not
been received by the shareholder, whichever is sooner; to freeze any account
and suspend account services when notice has been received of a dispute
between the registered or beneficial account owners or there is reason to
believe a fraudulent transaction may occur; to otherwise modify the conditions
of purchase and 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

By ACH Transfer
Use Tele*Access, PC*Access 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."

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

By Mail

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

o    Make your check payable to T. Rowe Price Funds (otherwise it may be
     returned).

o    Mail the check to us at the address shown at left with either a fund
     reinvestment slip or a note indicating the fund you want to buy and your
     fund account number.

By Automatic Asset Builder

Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form. 

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 ,
PC*Access (if you have previously authorized telephone services), mailgram or
express mail. 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 (provided your bank information is already on
file). For charges, see "Electronic Transfers-By Wire" under "Shareholder
Services".

By Mail

Provide account name(s) and numbers, fund name(s), and exchange or redemption
amount. For exchanges, mail to the appropriate address below, 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 (please see "Transaction Procedures and Special
Requirements-Signature Guarantees").

Mailgram, Express, Registered, or 
Certified Mail:

T. Rowe Price Account Services
10090 Red Run Boulevard
Owings Mills, MD 21117

Regular Mail:
T. Rowe Price Account Services
P.O. Box 89000
Baltimore, MD 21289-0220

Shareholder Services
___________________________________________________________________________
SHAREHOLDER SERVICES
1-800-225-5132
1-410-625-6500

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 on, 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.

Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.

Retirement Plans

We offer a wide range of plans for individuals and institutions, including
large and small businesses: IRAs, SEP-IRAs, Keoghs (profit sharing, money
purchase pension), 401(k), and 403(b)(7). For information on IRAs, call
Investor Services. For information on all other retirement plans, please call
our Trust Company at 1-800-492-7670.
__________________________________________________________________________
INVESTOR SERVICES
1-800-638-5660
1-410-547-2308

Exchange Service

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.

Automated Services

Tele*Access. 24-hour service via toll-free number provides information on fund
yields and prices, dividends, account balances, and your latest transaction as
well as the ability to request prospectuses, account and tax forms, duplicate
statements, checks, and to 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 investor center locations whose addresses are listed on
the cover.

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 incoming or outgoing wire transfers regardless of size.

Checkwriting (Not available for equity funds, or the High Yield Bond or
Emerging Markets Bond Funds)

You may write an unlimited number of free checks on any money market fund and
most bond 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. You can set up systematic investments from one fund
     account into another, such as from a money fund into a stock fund.
__________________________________________________________________________
DISCOUNT BROKERAGE IS A DIVISION OF T. ROWE PRICE INVESTMENT SERVICES, INC.

Discount Brokerage

You can trade stocks, bonds, options, precious metals, and other securities at
a 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.



























































          PAGE 6
          The prospectus for the T. Rowe Price Florida Insured Intermediate
          Fund, dated July 1, 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 AND 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, DC

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

FLI

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 
FLORIDA INSURED INTERMEDIATE TAX-FREE 
FUND

T. ROWE PRICE
STATE TAX-FREE INCOME TRUST
JULY 1, 1995

A bond fund for investors seeking income exempt from federal income taxes and
principal exempt from the Florida intangibles tax.

Facts at a Glance

Investment Goal 

The highest level of income exempt from federal income taxes.  An investment
in this fund is also expected to be exempt from Florida's intangible property
tax.

As with all mutual funds, the fund may not meet its goal.

Strategy 

Invests primarily in high-quality, insured Florida municipal bonds whose
interest and principal payments are guaranteed by private insurance companies. 
Dollar-weighted average maturity will range between 5 and 10 years.

Risk/Reward 

Higher income than a short-term municipal bond fund and less potential share
price fluctuation than a long-term fund.  Insurance does not guarantee the
market value of portfolio holdings, which will fluctuate in response to market
conditions. (See discussion on insurance in the section entitled "Investment
Policies and Practices.")

Investor Profile

Florida taxpayers who, because of their tax bracket, can benefit from an
investment in municipal bonds whose income is exempt from federal income taxes
and whose principal is exempt from the state's intangible property tax. 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,
Inc. ("T. Rowe Price") and its affiliates managed over $61 billion, including
approximately $5.5 billion in municipal bond assets, for over three million
individual and institutional investor accounts as of March 31, 1995.

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, 1995

Prospectus

Contents

________________________________________________________________
1     About the Fund                                       
________________________________________________________________
      Transaction and Fund Expenses                        2
________________________________________________________________
      Financial Highlights                                 3
________________________________________________________________
      Fund, Market, and Risk Characteristics               4
________________________________________________________________
2     About Your Account
________________________________________________________________
      Pricing Shares; Receiving Sale Proceeds              10
________________________________________________________________
      Distributions and Taxes                              11
________________________________________________________________
      Transaction Proceduresand Special Requirements       13
________________________________________________________________
3     More About the Fund
________________________________________________________________
      Organization and Management                          15
________________________________________________________________
      Understanding Fund Performance                       16
________________________________________________________________
      Investment Policies and Practices                    17
________________________________________________________________
4     Investing With T. Rowe Price
________________________________________________________________
      Account Requirements and Transaction Information     23
________________________________________________________________
      Opening a New Account                                24
________________________________________________________________
      Purchasing Additional Shares                         25
________________________________________________________________
      Exchanging and Redeeming                             25
________________________________________________________________
      Shareholder Services                                 26
________________________________________________________________

This prospectus contains information you should know before investing. Please
keep it for future reference. A Statement of Additional Information about the
fund, dated July 1, 1995, has been filed with the Securities and Exchange
Commission and is incorporated by reference in this prospectus. To obtain a
free copy, call 1-800-638-5660.

1    ABOUT THE FUND

Transaction and Fund Expenses

__________________________________________________________________________
LIKE ALL T. ROWE PRICE FUNDS, THE FUND IS 100% NO LOAD.

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

In Table 1 below, "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. "Annual Fund Expenses" provides an
estimate of how much it will cost to operate the fund for a year, based on
1995 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.

___________________________________________________________________________
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1995, THE FUND PAID $63,000 TO T. ROWE
PRICE SERVICES, INC. FOR TRANSFER AND DIVIDEND DISBURSING FUNCTIONS AND
SHAREHOLDER SERVICES, AND $60,000 TO T. ROWE PRICE FOR ACCOUNTING SERVICES.

________________________________________________________________
Shareholder                 Annual        Percentage of
Transaction                 Fund          Fiscal 1995
Expenses                    Expenses      Average Net Assets

________________________________________________________________
Sales charge "load"  None   Management    0.03%a
on purchases                fee
                            (after
                            reduction)    0.03%a
________________________________________________________________
Sales charge "load"  None   Marketing     None
on reinvested               fees
dividends                   (12b-1)
________________________________________________________________
Redemption fees      None   Total other   0.57%a
                            (Shareholder
                            servicing,
                            custodial, 
                            auditing, etc.)
________________________________________________________________
Exchange fees        None

                            Total fund
                             expenses
                            (after 
                            reduction)    0.60%a
________________________________________________________________

    a   The fund's management fee and its total expense 
        ratio would have been 0.39% and 0.96%, 
        respectively, had T. Rowe Price not agreed 
        to reduce management fees and assume other 
        expenses in accordance with the expense 
        limitation described below. To limit the fund's 
        expenses during its initial period of operations, 
        T. Rowe Price agreed to waive 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%. Effective March 1, 1995, T. Rowe 
        Price agreed to extend the fund's 0.60% 
        expense limitation for a period of two years 
        through February 28, 1997. 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 0.60%; 
        however, no reimbursement will be made after February 28, 
        1997 (for the first agreement), or February 28, 1999 
        (for the second agreement), or if it would result in the 
        expense ratio exceeding 0.60%. Any amounts reimbursed 
        will have the effect of increasing fees otherwise paid 
        by the fund.

Note: The fund charges a $5 fee for wire redemptions under $5,000, subject to
change without notice.
________________________________________________________________
Table 1

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 fund's
     investment manager. The fund's fee is comprised of a group fee, discussed
     later, and an individual fund fee of 0.05%. 

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 "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.

________________________________________________________________
              1 Year    3 Years     5 Years     10 Years
________________________________________________________________
              $6        $19         $33         $75
________________________________________________________________
Table 2


Financial Highlights

The following table provides information about the fund's financial history.
It is based on a single share outstanding throughout each fiscal year. The
table is part of the fund's financial statements which are included in the
fund's annual report and 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 L.L.P., independent accountants, whose unqualified report
covers the periods shown.
<PAGE>
<TABLE>
<CAPTION>

___________________________________________________________________________________________________________

            Investment Activities   Distributions          End of Period

                       Net                                                                  Ratio
                    Realized                                                               of Net
                       and                                          Total           Ratio  Invest-
         Net         Unreal-                                       Return          of Ex-   ment
Per-    Asset   Net   ized    Total                          Net   (Incl-          penses  Income
iod    Value, Invest- Gain    from     Net                  Asset   udes     Net     to      to    Port-
Ended, Begin-  ment  (Loss)  Invest- Invest-  Net          Value,   Rein-  Assets   Aver-   Aver-  folio
Febr-   ning    In-    on     ment    ment   Real-  Total    End   vested    ($      age     age   Turn-
uary     of    come  Invest- Activi-   In-   ized  Distri-   of     Divi-   Thou-    Net     Net   over
28     Period (Loss)  ments   ties    come   Gain  butions Period  dends)  sands)  Assets  Assets  Rate
___________________________________________________________________________________________________________
<S>   <C>     <C>    <C>     <C>     <C>     <C>   <C>     <C>     <C>     <C>     <C>     <C>     <C>

1994a $10.00 $0.37b  $0.31   $0.68 $(0.37) $(0.01) $(0.38) $10.30  6.84%  $37,868  0.60%bc  3.57%c  70.6%c
1995   10.30  0.43b  (0.14)   0.29  (0.43)  (0.02)  (0.45)  10.14  3.01%   51,922  0.60%b   4.38%  140.5%
___________________________________________________________________________________________________________
<FN>
    a   For the period March 31, 1993 (commencement of operations), to February 28, 1994.
    b   Excludes expenses in excess of a 0.60% voluntary expense limitation in effect 
        through February 28, 1995.
    c   Annualized.
</FN>
___________________________________________________________________________________________________________
</TABLE>
Table 3<PAGE>
Fund, Market, and Risk Characteristics: What to Expect

To help you decide whether the fund is appropriate for you, this section takes
a closer look at its investment objectives and program.

___________________________________________________________________________
IT IS EXPECTED THAT THE FUND'S INCOME WILL BE EXEMPT FROM FEDERAL INCOME
TAXES, AND ITS PRINCIPAL EXEMPT FROM THE STATE'S INTANGIBLE PROPERTY TAX.

What is the fund's objective and investment program?

The fund's investment objective is to provide a high level of income exempt
from federal income taxes while minimizing credit risk by investing primarily
in insured Florida municipal bonds. The fund invests primarily in
high-quality, AAA-rated bonds which are insured as to timely interest and
principal payment. The fund's dollar-weighted average maturity will usually
vary between 5 and 10 years. An investment in the fund is expected to be
exempt from the Florida intangible personal property tax. (For a detailed
discussion of this tax and the fund's eligibility for exemption, please see
"Useful Information on Distributions and Taxes.") 

Due to seasonal variations or shortages in the supply of suitable Florida
securities, and when deemed by T. Rowe Price to be in the fund's best
interest, the fund may invest up to 35% of its net assets in a fiscal year in
municipal securities that are not exempt from the Florida intangible property
tax. Every effort will be made to minimize such investments.

___________________________________________________________________________
AT ITS DISCRETION, THE FUND MAY RETAIN A SECURITY WHOSE CREDIT QUALITY IS
DOWNGRADED AFTER PURCHASE.

What are the fund's credit quality guidelines?

At least 65% of total assets will consist of insured Florida municipal bonds
carrying the highest credit rating (e.g., AAA) from a national rating
organization, (Standard & Poor's Corporation, Moody's Investors Service, Inc.
or a similar service). The fund may invest up to 35% of its assets in
high-quality municipal securities rated AA (Aa) or higher, or, if unrated,
believed to be of a comparable quality. Up to 5% of the fund's assets may be
invested in upper-medium-quality, A-rated bonds. The fund will not invest in
any bond rated below A at the time of purchase.

The insured bonds purchased by the fund will, at the time of purchase, carry
the highest credit rating available from a national rating agency. Insurance,
which is provided by private (nongovernmental) insurers, guarantees the timely
payment of principal and interest on the insured bond, not their market value
or the value of the fund's shares.

___________________________________________________________________________
A MORE DETAILED DISCUSSION OF THESE AND OTHER RISK CONSIDERATIONS IS CONTAINED
IN THE FUND'S STATEMENT OF ADDITIONAL INFORMATION.

What are the main risks of investing in municipal bond funds?

The fund's intermediate-term maturity structure should help reduce interest
rate risk because shorter-term bonds are less sensitive to rising interest
rates than long-term bonds. There is, however, no limitation on the maturity
of individual securities in the fund's portfolio. Credit risk should be
reduced by the extra protection provided by municipal bond insurance. (For
more discussion of municipal bond insurance, please see "Investment Policies
and Practices.")

The potential for realizing a loss of principal in a bond fund could derive
from:

o    Interest rate or market risk: the decline in fixed-income securities and
     funds that may accompany a rise in the overall level of interest rates
     (please see Table 4).

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.

o    Political risk: the chance that a significant restructuring of federal
     income tax rates, or even serious discussion on the topic in Congress,
     could cause municipal bond prices to fall. The demand for municipal bonds
     is strongly influenced by the value of tax exempt income to investors.
     Broadly lower tax rates could reduce the advantage of owning municipal
     bonds.

o    Geographical: the chance of price declines resulting from developments in
     a single state.

___________________________________________________________________________
SIGNIFICANT POLITICAL AND ECONOMIC DEVELOPMENTS WITHIN A STATE MAY HAVE
REPERCUSSIONS, DIRECT AND INDIRECT, ON VIRTUALLY ALL MUNICIPAL BONDS ISSUED IN
THE STATE.

What are the particular risks associated with single-state funds versus those
that invest nationally?

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.

How does T. Rowe Price try to reduce risk?

Consistent with the fund's objective, the portfolio manager actively manages
the fund in an effort to minimize risk and increase total return. Risk
management tools include:

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

o    thorough credit research by our own analysts; and

o    adjustments in the fund's duration to try to reduce the negative impact
     of rising interest rates or take advantage of the favorable effects of
     falling rates. Depending on market outlook, the investment manager may
     shorten or lengthen the fund's average effective maturity and duration
     within the ranges and guidelines established in this prospectus.

___________________________________________________________________________
CREDIT RATINGS AND THE FINANCIAL AND ECONOMIC CONDITIONS OF THE STATE, LOCAL
GOVERNMENTS, PUBLIC AUTHORITIES, AND OTHERS IN WHICH THE FUND MAY INVEST ARE
SUBJECT TO CHANGE AT ANY TIME.

What is the credit quality of Florida general obligations?

The major rating agencies (Moody's, Standard & Poor's, and Fitch) have
assigned a double-A rating to Florida general obligations as of June 1, 1995.
The Florida Constitution and Statutes mandate that the state budget be kept in
balance. The state's revenue structure is narrowly based, relying heavily on
the sales and use tax. Florida's financial performance has improved over the
last several years supported by above average economic growth. However, the
demand for governmental services will continue to grow because of population
growth and state demographics.

___________________________________________________________________________
THE SHARE PRICE AND YIELD OF THE FUND WILL FLUCTUATE WITH CHANGING MARKET
CONDITIONS AND INTEREST RATE LEVELS. WHEN YOU SELL YOUR SHARES, YOU MAY LOSE
MONEY.

What about the quality of the fund's other holdings?

In addition to the state's general obligations, the fund will invest a
substantial portion of its 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 Florida depend principally on
their own revenue sources, they could experience budget shortfalls due to
cutbacks in state aid.

The fund 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 fund sometimes invests in obligations of the Commonwealth of Puerto Rico
and its public corporations that are exempt from federal taxes. These
investments require careful assessment of certain risk factors, including
reliance on substantial federal assistance and favorable tax programs. As of
June 1, 1995, Puerto Rico general obligations were rated Baa1 by Moody's and A
by Standard & Poor's.

What are derivatives and can the fund invest in them?

The term derivative is used to describe financial instruments whose value is
derived from an underlying security (e.g., a stock or bond) or a market
benchmark (e.g., an interest rate index). Many types of investments
representing a wide range of potential risks and rewards fall under the
"derivatives" umbrella-from conventional instruments such as callable bonds,
futures and options, to more exotic investments such as stripped mortgage
securities and structured notes. While it was only recently that the term
derivative has become widely known among the investing public, derivatives
have in fact been employed by investment managers for many years. The fund
will invest in derivatives only if the expected risks and rewards are
consistent with its objective, policies, and overall risk profile as described
in this prospectus. Accordingly, the fund will not invest in any high risk,
highly leveraged derivative instrument which is expected to cause the price
volatility of the portfolio to be meaningfully different than that of an
intermediate-term investment-grade bond. The fund limits its use of
derivatives to situations in which they may enable the fund to: increase
yield; hedge against a decline in principal value; invest in eligible asset
classes with greater efficiency and lower cost than is possible through direct
investment; or adjust duration. 

Who issues municipal securities?

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

__________________________________________________________________________
THESE ARE SOME CHARACTERISTICS OF MUNICIPAL SECURITIES.

Who buys municipal securities?

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.

___________________________________________________________________________
MUNICIPAL SECURITIES ARE ALSO CALLED "TAX-EXEMPTS" BECAUSE THE INTEREST INCOME
THEY PROVIDE IS USUALLY EXEMPT FROM FEDERAL INCOME TAXES.

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
instance, 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. Normally, the funds will not purchase
any security if as a result, more than 20% of the fund's income would be
subject to the AMT. The fund 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 taxable bond. In addition, Florida investors may accept a
lower yield on Florida securities because their principal is exempt from the
Florida intangibles personal property tax.

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

Strong demand for Florida securities tends to push their prices up and yields
down.

___________________________________________________________________________
YOU MAY WANT TO REVIEW SOME FUNDAMENTALS THAT APPLY TO ALL FIXED-INCOME
INVESTMENTS.

Is the fund's yield fixed or will it vary?

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"?

Not for bond funds. Your total return is the result of reinvested income and
the change in share price for a given time period. Income is always a positive
contributor to total return and can enhance a rise in share price or serve as
an offset to a drop in share price. 

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's or bond fund's maturity?

Every bond has a stated maturity date when the issuer must repay the
security'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 dollar-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 instruments when computing the average. Targeting effective
maturity provides additional flexibility in portfolio management but, all else
being equal, could result in higher volatility than a fund targeting a stated
maturity or maturity range. 

What is meant by a bond's or bond fund's "duration"?

Duration is the time-weighted value of discounted future interest and
principal payments expressed in years. It measures bond price sensitivity to
interest rate changes more accurately than maturity because it takes into
account the time value of 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.

Since duration can also be computed for bond funds, you can estimate the
effect of interest rates on a bond fund's share price. Simply multiply the
fund's duration (available for T. Rowe Price bond funds in our shareholder
reports) by an expected change in interest rates. For example, the price of a
bond fund with a duration of five years would be expected to fall
approximately 5% if rates rose by one percentage point. 

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.

___________________________________________________________________________
IN GENERAL, THE LONGER THE BOND'S MATURITY, THE GREATER THE PRICE INCREASE OR
DECREASE IN RESPONSE TO A GIVEN CHANGE IN INTEREST RATES, AS SHOWN IN THE
TABLE TO THE RIGHT.

________________________________________________________________________
How Interest Rates Affect Bond Prices

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

                          Increase            Decrease
                          1%     2%           1%      2%
________________________________________________________________________
1 Year      4.30%         $990   $981         $1,010  $1,020
________________________________________________________________
5 Years     4.90            957    917          1,045   1,092
________________________________________________________________
10 Years    5.35            927    860          1,080   1,169
________________________________________________________________
20 Years    5.95            893    801          1,126   1,275
________________________________________________________________
30 Years    6.00            875    774          1,155   1,348
________________________________________________________________
Table 4     Coupons reflect yields on AAA-rated municipals 
            as of April 30, 1995. This is an illustration 
            and does not represent expected yields or share 
            price changes of any T. Rowe Price fund.

___________________________________________________________________________
THE FUND SHOULD NOT BE RELIED UPON AS A COMPLETE INVESTMENT PROGRAM, NOR BE
USED FOR SHORT-TERM TRADING PURPOSES.

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

You should review the investment policies and practices section which
discusses the following: Types of Portfolio Securities (municipal securities,
private activity bonds, municipal lease obligations, municipal warrants,
securities with "puts" or other demand features, securities with credit
enhancements, synthetic or derivative securities, and private placements);
Types of 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.

___________________________________________________________________________
THE VARIOUS WAYS YOU CAN BUY, SELL, AND EXCHANGE SHARES ARE EXPLAINED AT THE
END OF THIS PROSPECTUS AND ON THE NEW ACCOUNT FORM. THESE PROCEDURES MAY
DIFFER FOR INSTITUTIONAL ACCOUNTS.

How and When Shares Are Priced

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
valued 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

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.

___________________________________________________________________________
WHEN FILLING OUT THE NEW ACCOUNT FORM, YOU MAY WISH TO GIVE YOURSELF THE
WIDEST RANGE OF OPTIONS FOR RECEIVING PROCEEDS FROM A SALE.

Note: The time at which transactions are priced and the time until which
orders are accepted 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 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 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 banks, savings banks, and credit unions, which
electronically exchange the transactions primarily through the Federal Reserve
Banks. Proceeds sent by bank wire should be credited to your account the next
business day.

___________________________________________________________________________
IF FOR SOME REASON WE CANNOT ACCEPT YOUR REQUEST TO SELL SHARES, WE WILL
CONTACT YOU.

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

The fund distributes all net investment income and realized capital gains to
shareholders.

Dividends and Other Distributions 

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 at that time provided payment has been received on the previous
     business day.

o    Money funds declare income dividends daily at noon ET to shareholders of
     record at that time provided payment has been received by 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; 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 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.
__________________________________________________________________________
T. ROWE PRICE SENDS TIMELY INFORMATION FOR YOUR TAX FILING NEEDS.

Tax Information

Although the regularly monthly income dividends you receive from the fund 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.

In January, the funds will send you Form 1099-B, indicating the date and
amount of each sale you made during the prior year. This information will also
be reported to the IRS. For accounts opened new or by exchange in 1983 or
later, we will provide you the gain or loss of the shares you sold during the
year based on the "average cost" method. This 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)
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 Form 1099-DIV
indicating the tax status of any capital gain distribution made to you. This
information will also be reported to the IRS. 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 gain distributions are taxable as ordinary income and
long-term gain distributions are taxable at the applicable long-term gain
rate. The gain is long-term or short-term depending on how long the fund held
the securities, not how long you held shares in the fund. If you realize a
loss on the sale or exchange of fund shares held six months or less, 

your short-term loss recognized is reclassified to long-term to the extent of
any capital gain distribution received. 

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, at any time, reflect undistributed
capital gains or unrealized appreciation. 

Intangibles Tax. Although Florida does not have a state income tax, it does
impose an intangible property tax that applies to shares of mutual funds.
However, a fund that is invested solely in Florida municipal obligations, U.S.
government obligations, and certain other designated securities on January 1
is exempt from the intangibles tax. If a fund's portfolio is not 100% invested
in these exempt securities on January 1, the exemption applies only to the
portion of assets (if any) invested in U.S. government obligations.

The fund will make every effort to have its portfolio invested exclusively in
exempt securities on January 1 and, therefore, expects that the value of all
fund shares will be exempt from the intangibles tax. Nevertheless, exemption
is not guaranteed, since the fund has the right under certain conditions to
invest in non-exempt securities.

Note: For shareholders who receive Social Security benefits, the receipt of
tax-exempt interest may increase the portion of benefits that are subject to
tax.
__________________________________________________________________________
FOLLOWING THESE PROCEDURES HELPS ASSURE TIMELY AND ACCURATE TRANSACTIONS.

Transaction Procedures and Special Requirements

Purchase Conditions

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, Tele*Access', and PC*Access' transactions. These exchange and
redemption services are established automatically when you sign the New
Account Form unless you check the box that 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 and
is not liable for acting on these instructions. 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 promptly
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.

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


Excessive Trading

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 fund 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 to the fund 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. 

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

Signature Guarantees

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 FUND

Organization and Management

___________________________________________________________________________
SHAREHOLDERS BENEFIT FROM T. ROWE PRICE'S 58 YEARS OF INVESTMENT MANAGEMENT
EXPERIENCE. 

How is the fund organized?

The T. Rowe Price State Tax-Free Income Trust was organized in 1986 as a
Massachusetts business trust and is "nondiversified, open-end investment
company," or mutual fund. This fund was organized in 1993. 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 the
fund. These shares are part of the 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 the fund's income and capital gain
     distributions;

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

Does the fund have an annual shareholder meeting?

The fund is not required to hold annual meetings and does not intend to do so
except when certain matters, such as a change in the 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.

___________________________________________________________________________
ALL DECISIONS REGARDING THE PURCHASE AND SALE OF FUND INVESTMENTS ARE MADE BY
T. ROWE PRICE-SPECIFICALLY BY THE FUND'S PORTFOLIO MANAGERS.

Who runs the fund?

General Oversight. The fund is 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 fund's officers. The policy of the fund
is that a majority of Board members will be independent of T. Rowe Price.

Portfolio Management. The fund has an Investment Advisory Committee, composed
of the following members: William T. Reynolds, Chairman, Michael P. Buckley,
Patricia S. Deford, Charles B. Hill, Konstantine B. Mallas, Laura L. McAree,
Mary J. Miller, and William F. Snider, Jr.  The Committee Chairman has
day-to-day responsibility for managing the portfolio and works with the
Committee in developing and executing the fund's investment program.  Mr.
Reynolds has been Chairman of the fund's Committee since the fund's inception
in 1993.  He joined T. Rowe Price in 1981, and has been managing investments
since 1978.

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

Shareholder Services. T. Rowe Price Services, Inc., another wholly owned
subsidiary, acts as the fund's 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, Inc. is 100 East Pratt
St., Baltimore, MD 21202.
__________________________________________________________________________
THE MANAGEMENT AGREEMENT SPELLS OUT THE EXPENSES TO BE PAID BY THE FUND.

How are fund expenses determined? 

In addition to the management fee, the 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
under "Transaction and Fund Expenses"), 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 daily based on the combined net
assets of all T. Rowe Price funds (except Equity Index and the 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

The 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 $38 billion at April
30, 1995, the Group Fee was 0.34%.

___________________________________________________________________________
TOTAL RETURN IS THE MOST WIDELY USED PERFORMANCE MEASURE. DETAILED PERFORMANCE
INFORMATION IS INCLUDED IN THE FUND'S ANNUAL REPORT AND QUARTERLY SHAREHOLDER
REPORTS.

Understanding Performance Information

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

Total Return

This tells you how much an investment in the 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 the 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 fund's yields in our reports, in
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

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

___________________________________________________________________________
FUND MANAGERS HAVE CONSIDERABLE LEEWAY IN CHOOSING INVESTMENT STRATEGIES AND
SELECTING SECURITIES THEY BELIEVE WILL HELP THE FUND ACHIEVE ITS OBJECTIVE.

Shareholder approval is required to substantively change the 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. The 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.

The fund's holdings of certain kinds of investments cannot exceed maximum
percentages of total assets, which are set forth herein. For instance, this
fund is not permitted to invest more than 10% of total assets in residual
interest bonds. While these restrictions provide a useful level of detail
about the fund's investment program, investors should not view them as an
accurate gauge of the potential risk of such investments. For example, in a
given period, a 5% investment in residual interest bonds could have
significantly more than a 5% impact on the fund's share price. The net effect
of a particular investment depends on its volatility and the size of its
overall return in relation to the performance of all the fund's other
investments.

Changes in the fund's holdings, the fund's performance, and the contribution
of various investments are discussed in the shareholder reports sent to you. 

Types of Portfolio Securities 

In seeking to meet its investment objective, the fund may invest in any type
of municipal security or instrument (including certain potentially high-risk
derivatives) whose yield, credit quality, and maturity characteristics are
consistent with the funds' investment programs. These and some of the other
investment techniques the fund may use are described in the following pages.

Fundamental policy: The fund is registered as a nondiversified mutual fund.
This means that the fund may invest a greater portion of its assets in a
single issuer than a diversified fund which may subject the fund to greater
risk with respect to its portfolio securities. However, because the fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code, it must invest so that, at the end of each quarter, with respect
to 50% of its total assets, not more than 5% of its assets are invested in the
securities of a single issuer, and with respect to the remaining 50%, no more
than 25% of fund assets are invested in a single issuer.

___________________________________________________________________________
IN PURCHASING MUNICIPALS, THE FUND RELIES ON THE OPINION OF THE ISSUER'S BOND
COUNSEL REGARDING THE TAX-EXEMPT STATUS OF THE INVESTMENT.

Municipal Securities. The fund's assets are invested primarily in various
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 fund will not purchase
any security if, as a result, less than 80% of the fund's income would be
exempt from federal 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 fund may invest without limit in high-quality,
short-term securities whose income is subject to federal, state, and/or local
income tax.

In addition to general obligation and revenue bonds, the fund's 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 fund 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 fund may also purchase
unrated lease-obligations. Based on information supplied by T. Rowe Price, the
fund's Board of Trustees will periodically review the credit quality of
non-rated leases and assess the likelihood of their being cancelled. 

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

Municipal Warrants. Municipal warrants are essentially call options on
municipal bonds. In exchange for a premium, they give the purchaser the right,
but not the obligation, to purchase a municipal bond in the future. The fund
might purchase a warrant to lock in forward supply in an environment where the
current issuance of bonds is sharply reduced. Like options, warrants may
expire worthless and they may have reduced liquidity.

Operating policy: The fund will not invest more than 2% of its total assets in
municipal warrants. 


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 fund 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 bond 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 fund. 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 (a potentially high-risk derivative). 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 7 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: The 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 fund
     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 the fund's total return. 

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

Private Placements. The fund may seek to enhance its 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: The fund may not invest more than 15% of its net assets in
illiquid securities, including unmarketable private placements. 

___________________________________________________________________________
CASH RESERVES PROVIDE FLEXIBILITY AND SERVE AS A SHORT-TERM DEFENSE DURING
PERIODS OF UNUSUAL MARKET VOLATILITY.

Types of Management Practices

Cash Position. The 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. The 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, the fund identifies cash or
high-grade marketable securities held by its custodian equal in value to its
commitment for these securities. The fund does 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 (a potentially high-risk derivative) 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 fund may use futures
(and options on futures) to hedge against a potentially unfavorable change in
interest rates and to adjust its exposure to the municipal bond market. The
use of futures for hedging and nonhedging 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 the
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 the fund's net
asset value. 

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

Fundamental policy: Borrowings may not exceed 331/3% of total fund assets.

Operating policy: The 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 the fund's total
assets. The fund may not purchase additional securities when borrowings exceed
5% of total assets. 

Portfolio Turnover. The fund generally purchases 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. Although the fund does 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 fund's portfolio turnover rates for the fiscal years ended
February 28, 1995 and 1994, was 140.5% and 70.6%, respectively. 

Sector Concentration. It is possible that the 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: The 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 the fund, including those rated by outside agencies. The
lower the rating on a bond, the higher the yield, other things being equal.

Table 5 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,   Corpor-   Service,
           Inc.       ation     Inc.
_________________________________________________________________
Long-      Aaa        AAA       AAA           Highest
Term                                          quality
           ______________________________________________________
           Aa         AA        AA            High 
                                              quality
           ______________________________________________________
           A          A         A             Upper medium 
                                              grade
_________________________________________________________________
           Baa        BBB       BBB           Medium 
                                              grade

           Moody's              S&P             Fitch
_________________________________________________________________
Short-     MIG1/      Best      SP1+ Very       F-1+ Exception-
Term       VMIG1      quality        strong          ally
                                     quality         strong
                                                     quality

                                SP1  Strong     F-1  Very
                                     grade           strong
                                                     quality
           _____________________________________________________
           MIG2/      High      SP2  Satis-     F-2  Good
           VMIG2      quality        factory         credit
                                     grade           quality
________________________________________________________________
Comm-      P-1        Superior  A-1+ Extremely  F-1+ Exception-
ercial                quality        strong          ally
Paper                                quality         strong
                                                     quality
                                A-1  Strong     F-1  Very
                                     quality         strong
                                                     quality
           _____________________________________________________
           P-2        Strong    A-2  Satis-     F-2  Good
                      quality        factory         credit
                                     quality         quality
________________________________________________________________

Table 5

4    INVESTING WITH T. ROWE PRICE

Account Requirements and Transaction Information

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

Tax Identification Number

We must have your correct social security or corporate tax identification
number on a signed New Account Form or W-9 Form. Otherwise, federal law
requires the funds to withhold a percentage (currently 31%) of your dividends,
capital gain distributions, and redemptions, and may subject you to an IRS
fine. 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.

Institutional Accounts

Transaction procedures in the following sections may not apply to
institutional accounts. For procedures regarding institutional accounts,
please call your designated account manager or service representative.

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

________________________________________________________________
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

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

Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check together with the New Account Form to the
address at left. We do not accept third party checks to open new accounts.

By Wire

o    Call Investor Services for an account number and give the following wire
     address to your bank:

     Morgan Guaranty Trust Co. of New York 
     ABA #021000238 
     T. Rowe Price [fund name] 
     AC-00153938
     account name(s) and account number

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

Note: No services will be established and IRS penalty withholding may occur
until a signed New Account Form is received.

By Exchange

Call Shareholder Services or use Tele*Access or PC*Access (see "Automated
Services" under "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 your New Account Form at any of the locations listed on the cover and
obtain a receipt.

Note: The fund and its agents reserve the right to waive or lower investment
minimums; to accept initial purchases by telephone or mailgram; to cancel or
rescind any purchase or exchange (for example, if an account has been
restricted due to excessive trading or fraud) upon notice to the shareholder
within five business days of the trade or if the written confirmation has not
been received by the shareholder, whichever is sooner; to freeze any account
and suspend account services when notice has been received of a dispute
between the registered or beneficial account owners or there is reason to
believe a fraudulent transaction may occur; to otherwise modify the conditions
of purchase and 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

By ACH Transfer

Use Tele*Access, PC*Access 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."

__________________________________________________________________________
REGULAR MAIL

T. Rowe Price Funds
Account Services
P.O. Box 89000
Baltimore, MD
21289-1500

By Mail

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

o    Make your check payable to T. Rowe Price Funds (otherwise it may be
     returned).

o    Mail the check to us at the address shown at left with either a fund
     reinvestment slip or a note indicating the fund you want to buy and your
     fund account number.

By Automatic Asset Builder

Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form.

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 ,
PC*Access (if you have previously authorized telephone services), mailgram or
express mail. 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 (provided your bank information is already on
file). For charges, see "Electronic Transfers-By Wire" under "Shareholder
Services".

By Mail

Provide account name(s) and numbers, fund name(s), and exchange or redemption
amount. For exchanges, mail to the appropriate address below, 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 (please see "Transaction Procedures and Special
Requirements-Signature Guarantees").

Mailgram, Express, Registered, or 

Certified Mail:

T. Rowe Price Account Services
10090 Red Run Boulevard
Owings Mills, MD  21117


Regular Mail:

T. Rowe Price Account Services
P.O. Box 89000
Baltimore, MD  21289-0220

Shareholder Services

__________________________________________________________________________
SHAREHOLDER SERVICES
1-800-225-5132
1-410-625-6500

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 on, 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. 

Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.

Retirement Plans

We offer a wide range of plans for individuals and institutions, including
large and small businesses: IRAs, SEP-IRAs, Keoghs (profit sharing, money
purchase pension), 401(k), and 403(b)(7). For information on IRAs, call
Investor Services. For information on all other retirement plans, please call
our Trust Company at 1-800-492-7670.

___________________________________________________________________________
INVESTOR SERVICES
1-800-638-5660
1-410-547-2308

Exchange Service

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.

Automated Services

Tele*Access. 24-hour service via toll-free number provides information on fund
yields and prices, dividends, account balances, and your latest transaction as
well as the ability to request prospectuses, account and tax forms, duplicate
statements, checks, and to 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 investor center locations whose addresses are listed on
the cover.

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 incoming or outgoing wire transfers regardless of size.

Checkwriting (Not available for equity funds, or the High Yield Bond or
Emerging Markets Bond Funds)

You may write an unlimited number of free checks on any money market fund and
most bond 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. You can set up systematic investments from one fund
     account into another, such as from a money fund into a stock fund.

__________________________________________________________________________
DISCOUNT BROKERAGE IS A DIVISION OF T. ROWE PRICE INVESTMENT SERVICES, INC.

Discount Brokerage

You can trade stocks, bonds, options, precious metals, and other securities at
a 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.




























































          PAGE 7 
          The STATEMENT OF ADDITIONAL INFORMATION for the T. Rowe Price
          State Tax-Free Income Trust, dated July 1, 1995, 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, 1995, 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, 1995.



















          PAGE 2
                                  TABLE OF CONTENTS

                                     Page                            Page

          Capital Stock . . . . . . . .    Portfolio Management
          Code of Ethics  . . . . . . .       Practices . . . . . . . . .
          Custodian . . . . . . . . . .    Pricing of Securities Being 
          Determination of Maturity of        Offered . . . . . . . . . .
            Money Market Securities . .    Principal Holders of
          Distributor for the Trusts  .      Securities   . . . . . . . .
          Dividends . . . . . . . . . .    Ratings of Commercial Paper  .
          Federal and State Registration   Ratings of Municipal Debt 
            of Shares . . . . . . . . .       Securities  . . . . . . . .
          Forwards  . . . . . . . . . .    Ratings of Municipal Notes
          Futures Contracts . . . . . .      and Variable Securities  .   
          Independent Accountants . . .    Risk Factors Associated with a
          Investment Management               California Portfolio  . . .
            Services  . . . . . . . . .    Risk Factors Associated with a
          Investment in Taxable Money         Florida Portfolio
            Market Securities . . . . .    Risk Factors Associated with a 
          Investment Objectives and           Georgia Portfolio . . . . .
            Policies  . . . . . . . . .    Risk Factors Associated with a 
          Investment Performance  . . .      Maryland Portfolio   . . . .
          Investment Programs . . . . .    Risk Factors Associated with a
          Investment Restrictions . . .      New Jersey Portfolio   . . .
          Legal Counsel . . . . . . . .    Risk Factors Associated with a 
          Management of the Trusts  . .      New York Portfolio   . . . .
          Municipal Securities  . . . .    Risk Factors Associated with a
          Net Asset Value Per Share . .      Virginia Portfolio   . . . .
          Options . . . . . . . . . . .    Tax-Exempt vs. Taxable Yield   
          Organization of the Trusts  .    Tax Status   . . . . . . . . .
          Risk Factors  . . . . . . . .    When-Issued Securities   . . .
          Portfolio Transactions  . . .    Yield Information  . . . . . .


                          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 
















          PAGE 3
          shares represented at a meeting of shareholders at which the
          holders of 50% or more of the shares of the Fund are represented.


                                     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 















          PAGE 4
          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.

               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.  Proposed "Flat Tax" and "Value Added Tax" proposals
          would also have the effect of eliminating the tax preference for
          municipal securities.  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 Funds, 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.  The Florida Insured
          Intermediate Tax-Free Fund must purchase such bonds. Municipal
          bond insurance provides an unconditional and irrevocable
          guarantee that the insured bond's principal and interest will be 
















          PAGE 5
          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 
          insurance premium based on the bond's total debt service, 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 Money 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 















          PAGE 6
          Price pursuant to written guidelines established 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
          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 Money Funds varies (subject to a 90 day maximum under Rule
          2a-7):  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 
















          PAGE 7
          quality bonds involves greater investment risk, to the extent the
          Bond 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 
          bond prices because 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 stabilized, 
















          PAGE 8
          with revenues coming in at or above budgeted amounts.  The fiscal
          outlook for the City shifted during fiscal year 1995 as a weak
          economic recovery contributed to shortfalls in City revenues
          which required adjustments in City spending.  Both the City and
          State face challenging budgets for fiscal year 1996.

          New York State

               The State, its agencies, and local governments issued $18.84
          billion in long-term municipal bonds in 1994. Approximately 31.4%
          was general obligation debt, backed by the taxing power of the
          issuer and 68.6% were revenue bonds and lease backed obligations,
          issued for a wide variety of purposes, including transportation,
          housing, education and healthcare.

               As of March 31, 1995, total State-related bonded debt was
          $34.75 billion, of which $5.37 billion was general obligation
          debt, $7.26 billion was State moral obligation debt, and $16.60
          billion was financed under lease-purchase or other contractual
          obligations.  In addition, the State had $224 million in bond
          anticipation notes outstanding.  Since 1993, the State has not
          issued Tax and Revenue Anticipation Notes (TRANs) terminating the
          practice of annual seasonal borrowing which had occurred since
          1952.  As of June 1, 1995, 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 















          PAGE 9
          $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
          $1.637 billion by the end of fiscal year 1994.  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.  No
          TRAN borrowing is planned for fiscal year 1996.

               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 $24,623, 18.3% 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 economic growth evidenced by the
          loss of 425,000 jobs.  Conditions improved slightly in 1993 as
          the state added 40,000 jobs.  Job growth continued into mid-1994
          and then ceased.  The state expects employment growth during 1995
          to slow to less than 0.5%.  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 
















          PAGE 10
          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, 1994, 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, 1995 the City's general obligation bonds are
          rated Baa by Moody's, A- by Standard & Poor's and A- by Fitch. 
          The City's general obligation bonds have been on Standard &
          Poor's credit watch with a "negative" outlook since January 1995.
           
               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. 
          Revenues and expenditures for the 1994 fiscal year were 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.

          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 















          PAGE 11
          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 1994, $2.79 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 fiscal 1996 State budget calls for sizeable reductions in the
          state's support of Medicaid and health services.

               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
          1.73% of the tax-exempt debt issued in New York during 1994.


                 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 $25.9 billion in long term municipal bonds in 















          PAGE 12
          1994.  Approximately 36.6% was general obligation debt, backed by
          the taxing power of the issuer, and 63.4% were revenue bonds and
          lease backed obligations, issued for a wide variety of purposes,
          including transportation, housing, education and healthcare.

               As of March 1, 1995, the State of California had
          approximately $18.9 billion outstanding general obligation bonds
          secured by the State's revenue and taxing power.  An additional
          $3.6 billion authorized but unissued state general obligation
          debt remains to be issued to comply with voter initiatives and
          legislative mandates.  Debt service on roughly 20% 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 1995, the State issued $7.0 billion
          in short-term notes for this purpose.

               The State also supports $5.5 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.

               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 1994 population
          of 31 million represents 12% of the U.S. total.  The State's per
          capita personal income in 1993 exceeded the U.S. average by 3%.

               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 five years.  















          PAGE 13
          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.

               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 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 
















          PAGE 14
          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 
          since 1990 as the effects of recession took their toll on the
          State.  During fiscal years 1990 through 1995, tax collections
          have fallen below estimates.  Nevertheless, the State posted
          small general fund operating surpluses in 1994 and 1995.  From 
          1991 through 1994, accumulated deficits were carried over into
          the following years.  Fiscal 1995 is now expected to end with a
          general fund balance of $177 million.  The Governor has proposed
          a balanced budget for fiscal 1996, with a potential budget gap
          closed through program cuts in the health and welfare area. We
          are unable to predict whether the budget package will be
          negotiated in a timely manner by the Governor and the
          legislature.

               As a result of the State's fiscal imbalance, the rating
          services have downgraded California's general obligation bonds
          from their prior AAA levels.  As of June 1, 1995, the State's
          general obligation bonds are rated A1 by Moody's, A by Standard &
          Poor's and A 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.

















          PAGE 15
               On December 6, 1994, Orange County filed for protection
          under Chapter 9 of the U.S. Bankruptcy Code after reports of
          significant losses in its investment pool.  Upon restructuring,
          the realized losses in the pool were $1.7 billion or 22% of
          assets.  More than 190 public entities, most of which, but not
          all, are located in Orange County were also depositors in the
          pool. The County has defaulted on a number of its investment
          obligations and further County defaults are possible.  Under the
          terms of a settlement agreement with the pool depositors, most
          outside depositors eventually expect to receive their investment
          balances in full and at the present time have recovered 77% of
          their assets.  While the State of California is not obligated to
          assist the County or any of its depositors in the recovery
          process, it may be necessary for the State to intervene to
          maintain County administered programs or school district
          educational standards.  Any significant financial assistance may
          reflect negatively on the State's financial condition.

          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 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.


















          PAGE 16
                  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
          1994, $3.4 billion in state and local debt was issued in
          Maryland, with approximately 44.2% representing general
          obligation debt and 55.8% revenue bonds and lease backed debt,
          compared to 35% general obligation and 65% 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 $11.4 billion as of June 30, 1993.  The
          State of Maryland had $2.50 billion in general obligation bonds
          outstanding as of June 30, 1994 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 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 















          PAGE 17
          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, 1994 was $4.00 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
          and 1994 with a gain of 52,000 jobs in 1993 and 80,000 jobs in
          1994.  Unemployment was 5.4% in 1994, compared to a national
          average of 6.1%.  The State's population in 1992 was 5.0 million,
          with 83% 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.

               Balancing the state budget for fiscal year 1993 involved a
          variety of additional taxes, including a higher income tax on
          upper 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 State
          concluded fiscal year 1994 with a general fund balance of $505
          million (5.95% of General Fund expenses).  The results of fiscal
          year 1995 are projected to show a drawdown in reserves to a level
          of $280 million.  The reserves are funded to address possible
          cutbacks in federal funding.  The fiscal 1996 budget does not
          enact any substantial cuts in income taxes.  Tax cuts are likely
          to be discussed during the 1996 legislative session.

               Many local Maryland governments also suffered from fiscal
          stress and general declines in financial performance during the 















          PAGE 18
          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 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 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.

















          PAGE 19
               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 $4.5 billion municipal bonds in 1994, approximately 25%
          general obligation debt backed by the unlimited taxing power of
          the issuer and 75% 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 1994 was for a wide variety of public
          purposes, including transportation, housing, education, health
          care, and industrial development.

               As of June 30, 1994 the State of Virginia had $791 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 1.36% of the
          State's Governmental Funds expenditures in fiscal year 1994.

               The State also supports $734 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.
















          PAGE 20
               In addition to the State and public authorities described
          above, an additional $6.5 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 6.5 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.  Virginia ranks second in both federal defense
          employees and expenditures, making it vulnerable to future
          cutbacks.  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 1994
          the State's General Fund showed a positive balance for all of its
          two 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 1994, boosting the General Fund balance to the $185
          million level (2.8% of revenues).  A balanced budget was adopted
          for the 1994-1996 biennium which began on July 1, 1994.

               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.

















          PAGE 21
               Sectors.  Certain areas of potential investment
          concentration present unique risks.  In 1994, $397 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 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.


                 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 $5.7 billion of municipal bonds in 1994.  Of this amount,
          approximately 22% was general obligation debt backed by the
          unlimited taxing power of the issuer and 77% 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 1994 was for a wide array of 
















          PAGE 22
          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, 1995, 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
          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 7.9 million residents, and an average of
          1,050 persons per square mile.  The economic base is diversified
          among manufacturing, construction, services, and agricultural
          uses.  The average per capita income of $26,732 ranks the State
          as the second highest in the United States.  Over the long term, 















          PAGE 23
          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.  A modest recovery began in 1993 and
          employment levels stabilized in 1993 and showed modest growth in
          1994.  The state unemployment rate in 1994 was 6.8% compared to a
          national average of 6.1%.

               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. 
          The State concluded fiscal year 1994 with a general fund balance
          of $1.93 billion (12.9% of general fund expenses).  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 implemented, would
          reduce state revenues by $1.5 billion.

               Sectors.  Certain areas of potential investment
          concentration present unique risks.  In 1994, 15% 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 















          PAGE 24
          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 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 13.4% of the tax-exempt debt issued in New Jersey
          during 1994.  In the past, 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
          $4.7 billion in municipal bonds in 1994, with approximately 30%
          general obligation debt backed by the unlimited taxing power of
          the issuer and 70% revenue bonds secured by specific pledged fees
          or charges for an enterprise or project.  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, 1995, the State of Georgia had net direct
          obligations of $4.3 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) 















          PAGE 25
          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 5.0% of Fiscal Year 1995 treasury receipts.  Debt
          service payments on all general obligation bonds accounted for
          4.98% of budget allotments for fiscal year 1994.  Debt levels are
          expected to increase in fiscal 1995 due to the planned issuance
          of additional 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 
          approximately 7.0 million, making it the 11th 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 45% 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 3.6 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 93% of the U.S, 
          ranking it 30th 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
















          PAGE 26
          economic performance translated into solid financial performance
          and the accumulation of substantial governmental fund balances.

               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.  Results for fiscal
          1993 showed a continuation of this positive trend with an ending
          general fund balance of $247 million, or 1.9% of revenues.

               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 1994, $387 million of
          tax-exempt debt 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 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 















          PAGE 27
          various governmental conduits, are backed solely by the revenues
          pledged by the respective borrowing corporations.  No
          governmental support is implied.  This category accounted for
          2.4% of the tax-exempt debt issued in Georgia during 1994.


                   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 
          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 1994, $7.7
          billion in state and local debt was issued in Florida, with
          approximately 16% representing general obligation debt and 84%
          representing revenue bonds and lease-backed obligations.  Debt
          issued in 1994 was for a wide variety of public purposes,
          including transportation, housing, education, health care and
          industrial development.

               As of June 30, 1994, the State of Florida had $6.0 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 1.7% of all governmental expenditures in
          fiscal year 1994.  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, 1994.  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 















          PAGE 28
          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 13.9 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.  Visitor traffic dropped
          by 4% in fiscal 1994 as the tourism industry suffered from the
          effects of negative publicity regarding crime against tourists. 
          Positive growth is expected to resume over the next several
          years.

               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 
          1992, Florida's unemployment rate was 8.2% versus 7.4% for the
          U.S.  In 1994, Florida's unemployment rate has fallen back into
          line with the national average.  Every major employment sector
          grew in 1994, as total non-farm jobs grew by 4.0%.  State per
          capita income is 99% 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.

















          PAGE 29
               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 
          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 1994, the
          State had reserves of $445 million in the General Revenue Fund
          (3.6% of revenues).  Much of the windfall revenue attributable to
          hurricane rebuilding has been transferred to a special Hurricane
          Trust Fund for use in state and local rebuilding projects.

               In November 1994, State voters passed a proposal to limit
          State revenue growth to the average annual growth in personal
          income over the previous five years.  The cap excludes revenue to
          pay certain expenditures, including debt service.  The limitation
          should no pose an onerous burden on State finance.  However, the
          demand for governmental services continues to grow because of
          above average population growth and demographics.

               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















          PAGE 30
          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 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 6% of the
          tax-exempt debt issued in Florida during 1994.

          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
          March 31, 1995, public sector debt issued by the Commonwealth and
          its public corporations totaled $15.2 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.  















          PAGE 31
          The number of persons employed in Puerto Rico during fiscal 1994
          averaged 1 million persons -- a record level. Unemployment,
          however, 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 
          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 1990 and 1994, debt increased 21% while gross
          product rose 23%. Short term debt remains a modest 7% of total
          debt outstanding as of June 30, 1994.  The maximum annual debt
          service requirement on Commonwealth general obligation debt
          totalled 10.1% of governmental revenues for fiscal 1994.  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 $116.5 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, which
          enabled the Commonwealth to record a strong turnaround in the
          General Fund balance to $309 million (6.8% of general fund
          expenses).  A General Fund balance of $213 million is projected
          for the end of fiscal year 1995.

               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 















          PAGE 32
          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 only a slight reduction in average annual real growth
          rates.

               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.

                A final risk factor with the Commonwealth is the large
          amount of unfunded pension liabilities.  The two main public
          pension systems are largely underfunded.  The employees
          retirement system has a funded ratio of 18% and an unfunded
          liability of $4.6 billion.  The teachers retirement system has a
          funded ratio of 46% and an unfunded liability of $1.3 billion.  A
          measure enacted by the legislature in 1990 is designed to address
          the solvency of the plans over a 50 year period.    


                                 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.

















          PAGE 33
               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 
                    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















          PAGE 34
                    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 
                    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 















          PAGE 35
                    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.

                    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 















          PAGE 36
                    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 ability of the facility's user to meet 
                    its 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 















          PAGE 37
                    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
                    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.















          PAGE 38

                    Residual Interest Bonds (These are a type of
                    potentially high-risk derivative)(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 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.

















          PAGE 39
                    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.

                    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 
















          PAGE 40
                    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.  

               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.                                      



















          PAGE 41
                                       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 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;
















          PAGE 42
               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)

               Futures are a type of potentially high-risk derivative.

          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 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 















          PAGE 43
          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 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.















          PAGE 44

          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.

               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 















          PAGE 45
          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.

          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 















          PAGE 46
          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 
          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
















          PAGE 47
          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 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 















          PAGE 48
          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 securities.  However, the U.S. government 
















          PAGE 49
          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 50
          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 















          PAGE 51
          significantly increased when an option on a U.S. government
          securities future or an option on a municipal securities index 
          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.



















          PAGE 52
          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.  
          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 















          PAGE 53
          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

               Options are another type of potentially high-risk
          derivative.

          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, 















          PAGE 54
                    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
                    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;
















          PAGE 55
               (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
                    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: 


















          PAGE 56
               (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,
                    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;

















          PAGE 57
               (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
                    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.















          PAGE 58

               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 
          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.















          PAGE 59

               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 
          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.

          Fitch Investors Service, Inc.  

          AAA - Bonds rated AAA are considered to be investment grade and
          of the highest credit quality.  The obligor has an exceptionally
          strong ability to pay interest and repay principal, which is
          unlikely to be affected by reasonably foreseeable events.
          AA - Bonds rated AA are considered to be investment grade and of
          very high credit quality.  The obligor's ability to pay interest
          and repay principal is very strong, although not quite as strong 
          as bonds rated AAA.  Because bonds rated in the AAA and AA
          categories are not significantly vulnerable to foreseeable future
          developments, short-term debt of these issuers is generally rate
          F-1+.















          PAGE 60
          A - Bonds rated A are considered to be investment grade and of
          high credit quality.  The obligor's ability to pay interest and
          repay principal is considered to be strong, but may be more
          vulnerable to adverse changes in economic conditions and
          circumstances than bonds with higher ratings.
          BBB - Bonds rated BBB are considered to be investment grade and
          of satisfactory credit quality.  The obligor's ability to pay
          interest and repay principal is considered to be adequate. 
          Adverse changes in economic conditions and circumstances,
          however, are more likely to have adverse impact on these bonds,
          and therefore impair timely payment.  The likelihood that the
          ratings of these bonds will fall below investment grade is higher
          than for bonds with higher ratings.  
          BB, B, CCC, CC, and C are regarded on balance as predominantly
          speculative with respect to the issuer's capacity to repay
          interest and repay principal in accordance with the terms of the
          obligation for bond issues not in default.  BB indicates the
          lowest degree of speculation and C the highest degree of
          speculation.  The rating takes into consideration special
          features of the issue, its relationship to other obligations of
          the issuer, and the current and prospective financial condition
          and operating performance of the issuer.


                  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.



















          PAGE 61
          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.


                             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-5: weak credit quality, having characteristics suggesting a
          minimal degree of assurance for timely payment.                   
                     
















          PAGE 62
                               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 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.

          ROBERT P. BLACK, Trustee--Retired; formerly President, Federal
          Reserve Bank of Richmond; Address: 10 Dahlgren Road, Richmond,
          Virginia 23233
          CALVIN W. BURNETT, PH.D., Trustee--President, Coppin State
          College; Board of Directors, McDonogh School, Inc. and Provident
          Bank of Maryland; President, Baltimore Area Council Boy Scouts of
          America; Vice President, Board of Directors, The Walters Art
          Gallery; Address: 2000 North Warwick Avenue, Baltimore, Maryland
          21216
          aGEORGE J. COLLINS, Chairman of the Board--President, Chief
          Executive Officer and Managing Director, T. Rowe Price; Director,
          Price-Fleming, T. Rowe Price Retirement Plan Services, Inc. and
          T. Rowe Price Trust Company; Chartered Investment Counselor
          ANTHONY W. DEERING, Trustee--Director, President and Chief
          Executive 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., Baltimore, Maryland; Address:
          The Legg Mason Tower, 111 South Calvert Street, Suite 2700,
          Baltimore, Maryland 21202
          JOHN G. SCHREIBER, Trustee--President, Schreiber Investments,
          Inc., a real estate investment company; 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, Battle & Boothe, L.L.P., Richmond, Virginia; formerly,
          Chairman (1991-1993) and Director (1989-1993), Federal Reserve
          Bank of Richmond; Director, Owens & Minor, Inc., USF&G
          Corporation, James River Corporation and Wilderness Conservancy
          at Mountain Lake, Inc.; Board of Visitors, Old Dominion
          University; Member, Virginia State Bar and American Bar 
















          PAGE 63
          Association; Address: One James Center, 901 East Cary Street,
          Richmond, Virginia 23219-4030
          aWILLIAM 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. and T. Rowe Price
          Trust Company; President and Director, T. Rowe Price Investment
          Services, Inc.; Director, Rhone-Poulenc Rorer, Inc.
          bMARY J. MILLER, President--Managing Director, T. Rowe Price
          JANET G. ALBRIGHT, Vice President--Vice President, T. Rowe Price
          PATRICE L. BERCHTENBREITER, Vice President--Vice President, T.
          Rowe 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--Vice President, Price-Fleming
          and T. Rowe Price Retirement Plan Services, Inc.; 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
          LAURA MCAREE, 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, 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
          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, Tokai Bank, New
          York, New York
          cTHEODORE E. ROBSON, Vice President--Employee, T. Rowe Price
          WILLIAM F. SNIDER, JR., Vice President--Assistant Vice President,
          T. Rowe Price
          C. STEPHEN WOLFE, II, Vice President--Vice President, T. Rowe
          Price
          GWENDOLYN G. WAGNER, Vice President--Assistant Vice President and
          Economist, T. Rowe Price
          LENORA V. HORNUNG, Secretary--Vice President, T. Rowe Price
          PATRICIA S. BUTCHER, Assistant Secretary--Assistant Vice
          President, T. Rowe Price and T. Rowe Price Investment Services,
          Inc.















          PAGE 64
          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,
          and T. Rowe Price Trust Company
          ROGER L. FIERY, Assistant Vice President--Vice President, Price-
          Fleming and T. Rowe Price
          JOSEPH LYNAGH, Assistant Vice President--Employee, T. Rowe Price
          EDWARD T. SCHNEIDER, Assistant Vice President--Vice President, T.
          Rowe Price 
          INGRID I. VORDEMBERGE, Assistant Vice President--Employee, T.
          Rowe Price

          a    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.
          b    Ms. Miller is President of the California Tax-Free Income
               Trust and Executive Vice President of the State Tax-Free
               Income Trust.
          c    Mr. Robson is an Assistant Vice President of the State Tax-
               Free 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.

                                  COMPENSATION TABLE

          _________________________________________________________________
                                           Pension or   Total Compensation
                               Aggregate   Retirement      from Fund and
           Name of           Compensation   Benefits        Fund Group
           Person,               from      Accrued as         Paid to
          Position              Fund(a)  Part of Fund(b)   Directors(c)
          _________________________________________________________________
          California Tax-Free Bond Fund

          Robert P. Black,
          Director               $1,024        N/A            $52,667

          Calvin W. Burnett,
          Director                1,024        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                1,024        N/A             66,333
















          PAGE 65
          F. Pierce Linaweaver,
          Director                1,024        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                1,024        N/A             55,667

          Anne Marie Whittemore,
          Director                1,024        N/A             32,667
          _________________________________________________________________
          California Tax-Free Money Fund

          Robert P. Black,
          Director                 $941        N/A            $52,667

          Calvin W. Burnett,
          Director                  941        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                  941        N/A             66,333

          F. Pierce Linaweaver,
          Director                  941        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                  941        N/A             55,667

          Anne Marie Whittemore,
          Director                  941        N/A             32,667
          _________________________________________________________________
          Florida Insured Intermediate Tax-Free Fund

          Robert P. Black,
          Director                 $848        N/A            $52,667

















          PAGE 66
          Calvin W. Burnett,
          Director                  848        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                  848        N/A             66,333

          F. Pierce Linaweaver,
          Director                  848        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                  848        N/A             55,667

          Anne Marie Whittemore,
          Director                  848        N/A             32,667
          _________________________________________________________________
          Georgia Tax-Free Bond Fund

          Robert P. Black,
          Director                 $812        N/A            $52,667

          Calvin W. Burnett,
          Director                  812        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                  812        N/A             66,333

          F. Pierce Linaweaver,
          Director                  812        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                  812        N/A             55,667
















          PAGE 67
          Anne Marie Whittemore,
          Director                  812        N/A             32,667
          _________________________________________________________________
          Maryland Tax-Free Bond Fund

          Robert P. Black,
          Director               $2,413        N/A            $52,667

          Calvin W. Burnett,
          Director                2,413        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                2,413        N/A             66,333

          F. Pierce Linaweaver,
          Director                2,413        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                2,413        N/A             55,667

          Anne Marie Whittemore,
          Director                2,413        N/A             32,667
          _________________________________________________________________
          Maryland Short-Term Tax-Free Bond Fund

          Robert P. Black,
          Director                 $935        N/A            $52,667

          Calvin W. Burnett,
          Director                  935        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                  935        N/A             66,333

          F. Pierce Linaweaver,
          Director                  935        N/A             55,583

















          PAGE 68
          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                  935        N/A             55,667

          Anne Marie Whittemore,
          Director                  935        N/A             32,667
          _________________________________________________________________
          New Jersey Tax-Free Bond Fund

          Robert P. Black,
          Director                 $971        N/A            $52,667

          Calvin W. Burnett,
          Director                  971        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                  971        N/A             66,333

          F. Pierce Linaweaver,
          Director                  971        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                  971        N/A             55,667

          Anne Marie Whittemore,
          Director                  971        N/A             32,667
          _________________________________________________________________
          New York Tax-Free Bond Fund

          Robert P. Black,
          Director               $1,026        N/A            $52,667

          Calvin W. Burnett,
          Director                1,026        N/A             55,583

















          PAGE 69
          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                1,026        N/A             66,333

          F. Pierce Linaweaver,
          Director                1,026        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                1,026        N/A             55,667

          Anne Marie Whittemore,
          Director                1,026        N/A             32,667
          _________________________________________________________________
          New York Tax-Free Money Fund

          Robert P. Black,
          Director                 $900        N/A            $52,667

          Calvin W. Burnett,
          Director                  900        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                  900        N/A             66,333

          F. Pierce Linaweaver,
          Director                  900        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                  900        N/A             55,667

          Anne Marie Whittemore,
          Director                  900        N/A             32,667
















          PAGE 70
          _________________________________________________________________
          Virginia Tax-Free Bond Fund

          Robert P. Black,
          Director               $1,104        N/A            $52,667

          Calvin W. Burnett,
          Director                1,104        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                1,104        N/A             66,333

          F. Pierce Linaweaver,
          Director                1,104        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --

          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                1,104        N/A             55,667

          Anne Marie Whittemore,
          Director                1,104        N/A             32,667
          _________________________________________________________________
          Virginia Short-Term Tax-Free Bond Fund(e)

          Robert P. Black,
          Director                 $473        N/A            $52,667

          Calvin W. Burnett,
          Director                  473        N/A             55,583

          George J. Collins,
          Director(d)                --        N/A                 --

          Anthony W. Deering,
          Director                  473        N/A             66,333

          F. Pierce Linaweaver,
          Director                  473        N/A             55,583

          William T. Reynolds,
          Director(d)                --        N/A                 --
















          PAGE 71
          James S. Riepe,
          Director(d)                --        N/A                 --

          John Schreiber,
          Director                  473        N/A             55,667

          Anne Marie Whittemore,
          Director                  473        N/A             32,667

          a   Amounts in this Column are for the period March 1, 1994 to
              February 28, 1995.
          b   Not applicable.  The Fund does not pay pension or retirement
              benefits to officers or directors/trustees of the Fund.
          c   Amounts in this column are for fiscal year 1995, including 68
              funds at February 28, 1995.
          d   Any director/trustee of the Fund who is an officer or
              employee of T. Rowe Price receives no remuneration from the
              Fund.
          e   Amounts for this Fund include estimated future payments.


                           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 April 30, 1995, 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, 















          PAGE 72
          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.

               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:

























          PAGE 73
                                     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 Equity Index Fund 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 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 each of the last
          three fiscal years:

                 New York Money             New York Bond

                 1995 $122,000              1995   $392,000
                 1994   77,000              1994    410,000
                 1993   56,429              1993    240,464


















          PAGE 74
                 California Money           California Bond

                 1995 $169,000              1995   $492,000
                 1994  127,000              1994    575,000
                 1993   96,485              1993    405,811

                 Maryland Bond              Maryland Short-Term Bond

                 1995  $3,243,000           1995   $242,000
                 1994   3,517,000           1994     59,000
                 1993   2,644,367           1993         0+

                 Virginia Bond              Virginia Short-Term Bond    

                 1995    $611,000           1995        +
                 1994     532,000
                 1993     168,131

                 Florida Tax-Free           Georgia Bond

                 1995     $13,000           1995        +
                 1994           +           1994        +
                 1993           *           1993        *

                 New Jersey Bond

                 1995    $135,000
                 1994      87,000
                 1993          0+

          +  Due to effect of expense limitation discussed below, the
             Virginia Short-Term 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 
















          PAGE 75
          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

                 
               Pursuant to the present expense limitations for the
          California Bond and Money Funds, $102,000 and $179,000,
          respectively, of management fees were not accrued for the year
          ended February 28, 1995 and $154,000 and $225,000 remain
          unaccrued from prior periods for the California Bond and Money
          Funds, respectively.  Pursuant to these present expense
          limitations, $132,000 and $158,000 of management fees for the New
          York Bond and Money Funds, respectively, were not accrued for the
          year ended February 28, 1995 and $228,000 and $377,000 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, $364,000 and $485,000,
          respectively, of unaccrued fees for the California Bond and Money
          Funds have been permanently waived at February 28, 1995. 
          Pursuant to a past expense limitation, $362,000 and $432,000 of
          unaccrued fees for the New York Bond and Money Funds,
          respectively, have been permanently waived at February 28, 1995.

          Maryland Short-Term Tax-Free Bond Fund

                 
               Pursuant to its present expense limitation, $106,000 of
          management fees were not accrued by the Maryland Short-Term Fund
          for the year ended February 28, 1995. Additionally, $157,000 of
          unaccrued fees and expenses from the prior period are subject to
          future reimbursement.

          Virginia Tax-Free and New Jersey Funds

                 
               Pursuant to the past and present expense limitations,
          $123,000 of management fees were not accrued by the New Jersey 















          PAGE 76
          Fund for the year ended February 28, 1995.  Pursuant to Virginia
          Bond Fund's present expense limitation, $69,000 of management
          fees were not accrued by the Fund for the year ended February 28,
          1995.  Additionally, $144,000 and $119,000 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. Pursuant to a past expense limitation,
          $292,000 and $260,000 of unaccrued fees for the Virginia Bond and
          New Jersey Bond Funds, respectively, have been permanently waived
          at February 28, 1995.

          Georgia Fund

                 
               Pursuant to the present expense limitations, $94,000 of
          management fees for the Georgia Bond Fund were not accrued for
          the year ended February 28, 1995, and $72,000 of other Fund
          expenses for the Georgia Bond Fund were borne by T. Rowe Price
          and are subject to future reimbursement. Additionally, $119,000
          remains unaccrued.

          Florida Fund

                 
               Pursuant to the present expense limitation, $147,000 of
          management fees for the Florida Insured Fund were not accrued for
          the year ended February 28, 1995, and $130,000 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

                 
               Pursuant to the present expense limitation, $3,000 of
          management fees for the Virginia Short-Term Bond Fund were not
          accrued for the year ended February 28, 1995, and $23,000 of
          other Fund expenses for the Virginia Short-Term Bond Fund were
          borne by T. Rowe Price and are subject to future reimbursement.


                              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.















          PAGE 77

               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 
          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.  State Street Bank's
          main office is 225 Franklin Street, Boston, Massachusetts 02110. 




















          PAGE 78
                                    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 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
          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 
















          PAGE 79
          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 corporate and industry spokespersons, 
















          PAGE 80
          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 research services, T. Rowe Price would expect 















          PAGE 81
          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 
















          PAGE 82
          necessarily used by T. Rowe Price exclusively in connection with
          the management of the Fund.

               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, 1995, February 28, 1994, and February 28,
          1993:















          PAGE 83

                                      1995         1994         1993

          New York Tax-Free
           Money Fund          $  318,998,000 $ 314,975,000  $347,427,000
          New York Tax-Free
           Bond Fund              523,495,000   443,455,000   190,586,907
          California Tax-Free
           Money Fund             531,661,000   142,908,000   500,683,740
          California Tax-Free
           Bond Fund              360,305,000   544,865,000   348,247,460
          Maryland Tax-Free
           Bond Fund            1,004,363,000   815,516,000   743,400,957
          Maryland Short-Term
           Tax-Free Bond          318,873,000   232,994,000   34,180,169+
          Virginia Tax-Free
           Bond Fund              513,098,000   477,407,000   325,426,540
          New Jersey Tax-Free
           Bond Fund              295,898,000   201,915,000   164,425,076
          Georgia Tax-Free
           Bond Fund              117,380,000  112,606,000*            **
          Florida Insured
           Intermediate
           Tax-Free Fund          116,527,000  142,908,000*            **
          Virginia Short-Term
           Tax-Free Bond Fund      10,600,000             *             *

             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, 1995, February 28, 1994, and February 28,
          1993:

                                      1995         1994         1993

          New York Tax-Free
             Money Fund          $318,998,000  $314,975,000  $343,371,806
          New York Tax-Free
             Bond Fund            510,410,000   413,748,000   176,478,095
          California Tax-Free
             Money Fund           531,661,000   340,724,000   500,683,740
          California Tax-Free
             Bond Fund            351,902,000   492,219,000   335,622,104
          Maryland Tax-Free
             Bond Fund            969,185,000   667,535,000   691,453,707
          Maryland Short-Term
             Tax-Free Bond Fund   313,554,000   221,759,000   33,681,314+
          Virginia Tax-Free
             Bond Fund            484,867,000   430,706,000   318,014,247
















          PAGE 84
          New Jersey Tax-Free
             Bond Fund            288,542,000   192,008,000   162,241,723
          Georgia Tax-Free
             Bond Fund            109,324,000   108,245,000             *
          Florida Insured
           Intermediate
           Tax-Free Fund          114,179,000   136,112,000             *
          Virginia Short-Term
             Tax-Free Bond Fund    10,550,000             *             *
            
               The following amounts involved trades with brokers 
          acting as agents or underwriters for the fiscal years ended
          February 28, 1995, February 28, 1994, and February 28, 1993:

                                      1995         1994         1993

          New York Tax-Free
             Money Fund           $         0  $          0    $4,055,019
          New York Tax-Free
             Bond Fund             13,085,000    29,707,000    14,108,812
          California Tax-Free
             Money Fund                     0             0             0
          California Tax-Free
             Bond Fund              8,403,000    52,646,000    12,625,356
          Maryland Tax-Free
             Bond Fund             35,178,000   147,981,000    51,947,250
          Maryland Short-Term
             Tax-Free Bond Fund     5,319,000    11,235,000      498,855+
          Virginia Tax-Free
             Bond Fund             28,231,000    46,702,000     7,412,293
          New Jersey Tax-Free
             Bond Fund              7,356,000     9,907,000     2,183,353
          Georgia Tax-Free
             Bond Fund              8,056,000    4,360,000*            **
          Florida Insured
             Intermediate 
             Tax-Free Fund          2,348,000    6,796,000*            **
          Virginia Short-Term
             Tax-Free Bond Fund        50,000            **            **

               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, 1995,
          February 28, 1994, and February 28, 1993:




















          PAGE 85
                                            1995       1994        1993

          New York Tax-Free Money Fund   $      0   $      0    $  8,938
          New York Tax-Free Bond Fund      51,875    150,000      99,728
          California Tax-Free Money Fund        0          0           0
          California Tax-Free Bond Fund    43,750    323,000      88,219
          Maryland Tax-Free Bond Fund     204,475    990,000     271,901
          Maryland Short-Term Tax-Free     17,620     55,000       2,500 +
           Bond Fund
          Virginia Tax-Free Bond Fund      38,201    332,000      50,088
          New Jersey Tax-Free Bond Fund    43,375     70,000      17,700
          Georgia Tax-Free Bond Fund       52,475     25,000 *        **
          Florida Insured Intermediate
           Tax-Free Fund                   11,625     64,000          **
          Virginia Short-Term Tax-Free
           Bond Fund                          188         **          **

          *   For the 11-month fiscal period ended February 28, 1994.
          **  Prior to commencement of operations.
          +   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, 1995, February 28, 1994, and February
          28, 1993, have been as follows:

                                            1995        1994       1993

          New York Tax-Free Money Fund     N/A          N/A       N/A
          New York Tax-Free Bond Fund      134.3%        84.9%     41.5%
          California Tax-Free Money Fund   N/A          N/A       N/A
          California Tax-Free Bond Fund     78.0%        73.4%     57.5%
          Maryland Tax-Free Bond Fund       28.9%        24.3%     22.3%
          Maryland Short-Term
           Tax-Free Bond Fund              105.3%        20.5%     96.9%+
          Virginia Tax-Free Bond Fund       89.1%        61.8%     68.5%
          New Jersey Tax-Free Bond Fund    139.1%        68.8%    103.3%
          Georgia Tax-Free Bond Fund       170.2%       154.8%*    **
          Florida Insured Intermediate
           Tax-Free Fund                   140.5%        70.6%*    **
          Virginia Short-Term Tax-Free
           Bond Fund                        14.8%        **        **

          *   Figure is annualized and is for the 11-month fiscal period
              ended February 28, 1994.















          PAGE 86
          **  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 
          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.

               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.

               Securities or other assets for which the above valuation
          procedures are inappropriate or are deemed not to reflect fair
          value will be appraised at prices deemed best to reflect their
          fair value.  Such determinations will be made 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
















          PAGE 87
          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 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 















          PAGE 88
          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 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.















          PAGE 89

                                      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.  Each Fund must declare by its year end
          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, and declare by December 31, 98% of capital gains
          (as of October 31) in order to avoid a federal excise tax and
          distribute within 12 months, 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
          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 April 30, 1995, the books of each Fund
          indicated that the Fund's aggregate net assets included:

                                            Realized Capital   Unrealized
                                             Gains/(Losses)   Appreciation
                                                             (Depreciation)
                                            ________________  ____________

          New York Tax-Money Fund               $      0  $    (3,392)
          New York Tax-Free Bond Fund            109,899     (644,287)
          California Tax-Free Money Fund              56         4,649
          California Tax-Free Bond Fund          288,776     (813,889)
          Maryland Tax-Free Bond Fund            429,154   (2,813,060)
          Maryland Short-Term Tax-Free
             Bond Fund                               800        14,039
          Virginia Tax-Free Bond Fund            366,024     (892,086)
          New Jersey Tax-Free Bond Fund          136,623     (414,779)
          Georgia Tax-Free Bond Fund              10,432     (134,108)
          Florida Insured Intermediate
             Tax-Free Fund                       159,969     (200,362)
          Virginia Short-Term Tax-Free
             Bond Fund                             2,243       (2,223)















          PAGE 90
               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).

               The Funds anticipate acquiring bonds after initial issuance
          at a price less than the principal amount of such bonds ("market
          discount bonds").  Gain on the disposition of such bonds is
          treated as taxable ordinary income to the extent of accrued
          market discount.  Such gains cannot be offset by losses on the
          sale of other securities but must be distributed to shareholders
          annually and taxed as ordinary income.    

               Each year, the Funds will mail you information on the tax
          status of dividends and distributions.  The Funds anticipate that
          substantially all of the dividends to be paid by each Fund will
          be exempt from federal, state, and/or city or local income taxes,
          as applicable.  However, due to seasonal variations in the supply
          of short-term investments, there may be periods when it would not
          be unusual for a certain percentage of 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. Social security recipients who receive
          interest from tax-exempt securities may have to pay taxes on a
          portion of their social security benefits.    

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
















          PAGE 91
          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 
          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 















          PAGE 92
          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 February 28, 1995, was as follows:

          New York Tax-Free Bond Fund                 5.64%
          California Tax-Free Bond Fund               5.59%
          Maryland Tax-Free Bond Fund                 5.54%
          Maryland Short-Term Tax-Free Bond Fund      4.18%
          Virginia Tax-Free Bond Fund                 5.56%
          New Jersey Tax-Free Bond Fund               5.62%
          Georgia Tax-Free Bond Fund                  5.51%
          Florida Insured Intermediate                4.77%
          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(a)              9.28%
          California Tax-Free Bond Fund(b)            9.00%
          Maryland Tax-Free Bond Fund(c)              8.72%
          Maryland Short-Term Tax-Free                6.58%
           Bond Fund(c)
          Virginia Tax-Free Bond Fund(d)              8.55%
          New Jersey Tax-Free Bond Fund(e)            8.73%
          Georgia Tax-Free Bond Fund(f)               8.49%
          Florida Insured Intermediate                7.11%
           Tax-Free Fund(g)

          (a)  Assumes a state tax bracket of 7.50% and a local tax bracket
               of 4.4%
          (b)  Assumes a state tax bracket of 10.0%.
          (c)  Assumes a state tax bracket of 5.0% and a local tax bracket
               of 3.0%.
          (d)  Assumes a state tax bracket of 5.75%.
          (e)  Assumes a state tax bracket of 6.65%.
          (f)  Assumes a state tax bracket of 6.0%.
          (g)  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:


















          PAGE 93
          New York Tax-Free Bond Fund(a)            8.90%
          California Tax-Free Bond Fund(b)          8.56%
          Maryland Tax-Free Bond Fund(c)            8.37%
          Maryland Short-Term Tax-Free Bond Fund(c) 6.31%
          Virginia Tax-Free Bond Fund(d)            8.19%
          New Jersey Tax-Free Bond Fund(e)          8.31%
          Georgia Tax-Free Bond Fund(f)             8.14%
          Florida Insured Intermediate              6.83%
          Tax-Free Fund(g)

          (a)  Assumes a state tax bracket of 7.50% and a local tax bracket
               of 4.4%
          (b)  Assumes a state tax bracket of 9.3%.
          (c)  Assumes a state tax bracket of 5.0% and a local tax bracket
               of 3.0%.
          (d)  Assumes a state tax bracket of 5.75%.
          (e)  Assumes a state tax bracket of 6.18%.
          (f)  Assumes a state tax bracket of 6.0%.
          (g)  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 February 28, 1995 were:

                                          Current  Compound
                                           Yield    Yield
                                          _______  ________

          New York Tax-Free Money Fund     3.39%    3.45%
          California Tax-Free Money Fund   3.41%    3.47%

               From time to time, a Fund may also illustrate the effect of 
          tax equivalent yields using information such as that set forth
          below:



















          PAGE 94
                            TAX-EXEMPT VS. TAXABLE YIELDS


          New York Funds
          _________________________________________________________________
          Your Taxable Income (1995)(a)             Tax Rates

             Joint Return      Single Return                         Comb-
                                             Federal(d)     Local(b) ined
                                                       State        Margin-
                                                                     al(c)
                                                                
          _________________________________________________________________
          $ 27,001- $ 39,000 $15,001-   $23,350  15.0   7.50   4.40    25.1
            39,001-   94,250  23,351-    56,550  28.0   7.50   4.40    36.6
            94,251-  108,000  56,551-    60,000  31.0   7.50   4.40    39.2
           108,001-  143,600  60,001-   117,950  31.0   7.50   4.46    39.3
           143,601-  256,500  117,951-  256,500  36.0   7.50   4.46    43.7
           256,501 and above 256,501 and above   39.6   7.50   4.46    46.8
          _________________________________________________________________
          A Tax-Exempt Yield Of:

             3%     4%    5%     6%     7%     8%     9%    10%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
            4.01   5.34  6.68    8.01   9.35  10.68 12.02  13.35
            4.73   6.31  7.89    9.46  11.04  12.62 14.20  15.77
            4.93   6.58  8.22    9.87  11.51  13.16 14.80  16.45
            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
            5.64   7.52  9.40   11.28  13.16  15.04 16.92  18.80

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


























          PAGE 95
          California Funds
          _________________________________________________________________
          Your Taxable Income (1995)(a)             Marginal Tax Rates

               Joint Return         Single Return                    Comb-
                                                    Federal(c)       ined
                                                                    Margin-
                                                               State al(b)
          _________________________________________________________________
          $35,325-  $39,000       $17,663-   $23,350    15.0    6.0    20.1
           39,001-   49,038        23,351-    24,519    28.0    6.0    32.3
           49,039-   61,974        24,520-    30,987    28.0    8.0    33.8
           61,975-   94,250        30,988-    56,550    28.0    9.3    34.7
           94,251-  143,600        56,551-   107,464    31.0    9.3    37.4
                                  107,465-   117,950    31.0   10.0    37.9
          143,601-  214,928                             36.0    9.3    42.0
          214,929-  256,500       117,951-   214,929    36.0   10.0    42.4
                                  214,930-   256,500    36.0   11.0    43.0
          256,501-  429,858                             39.6   10.0    45.6
          429,859 and above       256,501 and above     39.6   11.0    46.2
          _________________________________________________________________
          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    9.0   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

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




















          PAGE 96
          Maryland Funds
          _________________________________________________________________
          Your Taxable Income (1995)(a)             Marginal Tax Rates

              Joint Return     Single Return                       Combined
                                              Federal(d)   Local(b)  Mar-
                                                      State       ginal(c)
                                                               
          _________________________________________________________________
          $39,001-  $94,250  $23,351-   $56,550  28.0   5.0    3.0     33.8
           94,251-  143,600   56,551-   100,000  31.0   5.0    3.0     36.5
                             100,001-   117,950  31.0   5.0    3.0     36.5
          143,601-  150,000                      36.0   5.0    3.0     41.1
          150,001-  256,500  117,951-   256,500  36.0   5.0    3.0     41.1
          256,501 and above  256,501 and above   39.6   5.0    3.0     44.4


          _________________________________________________________________
          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
            4.72   6.30  7.87    9.45  11.02  12.60 14.17  15.75
            5.09   6.79  8.49   10.19  11.88  13.58 15.28  16.98
            5.09   6.79  8.49   10.19  11.88  13.58 15.28  16.98
            5.40   7.19  8.99   10.79  12.59  14.39 16.19  17.99
          _________________________________________________________________
          (a)  Net amount subject to federal income tax after deductions
               and exemptions. 
          (b)  Assumes a local tax rate equal to 60% of the state rate for
               residents in the 5% state bracket.
          (c)  Combined marginal rate assumes the deduction of state and
               local income taxes on the federal return.
          (d)  Marginal rates may vary depending on family size and nature
               and amount of itemized deductions.




























          PAGE 97
          New Jersey Fund
          _________________________________________________________________
          Your Taxable Income (1995)(a)             Tax Rates

               Joint Return         Single Return                 Combined
                                                  Federal(c)State  Mar-
                                                                  ginal(b)
          _________________________________________________________________
          $     0-  $20,000       $     0-   $20,000   15.00   1.90   16.60
           20,001-   39,000        20,001-    23,350   15.00   2.38   17.00
           39,001-   50,000        23,351-    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-   94,250        40,001-    56,550   28.00   6.18   32.40
           94,251-  143,600        56,551-    75,000   31.00   6.18   35.30
                                   75,001-   117,950   31.00   6.65   35.60
          143,601-  150,000                            36.00   6.18   40.00
          150,001-  256,500       117,951-   256,500   36.00   6.65   40.30
          256,501 and above       256,501 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
          _________________________________________________________________
          (a)  Net amount subject to federal income tax after deductions
               and exemptions. 
          (b)  Combined marginal rate assumes the deduction of state income
               taxes on the federal return.
          (c)  Marginal rates may vary depending on family size and nature
               and amount of itemized deductions.























          PAGE 98
          Virginia Funds
          _________________________________________________________________
          Your Taxable Income (1995)(a)             Marginal Tax Rates

               Joint Return         Single Return                 Combined
                                                  Federal(c) State  Mar-
                                                                   ginal(b)
          _________________________________________________________________
          $39,001-  $94,250       $23,351-   $56,550    28.0   5.75    32.1
           94,251-  143,600        56,551-   117,950    31.0   5.75    35.0
          143,601-  256,500       117,951-   256,500    36.0   5.75    39.7
          256,501 and above       256,501 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  12.31 13.85  15.38
            4.98   6.63  8.29    9.95  11.61  13.27 14.93  16.58
            5.27   7.03  8.79   10.54  12.30  14.06 15.82  17.57
          _________________________________________________________________
          (a)  Net amount subject to federal income tax after deductions
               and exemptions. 
          (b)  Combined marginal rate assumes the deduction of state income
               taxes on the federal return.
          (c)  Marginal rates may vary depending on family size and nature
               and amount of itemized deductions.





































          PAGE 99
          Georgia Tax-Free Bond Fund

          _________________________________________________________________
          Your Taxable Income (1995)(a)             Tax Rates

               Joint Return         Single Return                 Combined
                                                  Federal(c) State  Mar-
                                                                   ginal(b)
          _________________________________________________________________
          $39,001-  $94,250       $23,351-   $56,550    28.0   6.00    32.3
           94,251-  143,600        56,551-   117,950    31.0   6.00    35.1
          143,601-  256,500       117,951-   256,500    36.0   6.00    39.8
          256,501 and above       256,501 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  12.33 13.87  15.41
            4.98   6.64  8.31    9.97  11.63  13.29 14.95  16.61
            5.28   7.04  8.80   10.56  12.32  14.08 15.85  17.61
          _________________________________________________________________
          (a)  Net amount subject to federal income tax after deductions
               and exemptions.
          (b)  Combined marginal rate assumes the deduction of state income
               taxes on the federal return.
          (c)  Marginal rates may vary depending on family size and nature
               and amount of itemized deductions.




































          PAGE 100
          Florida Fund

                     EFFECTIVE YIELD FACTORING IN INTANGIBLES TAX

          _________________________________________________________________
          Your Taxable Income (1995)(a)

               Joint Return           Single Return   Federal   Intangible
                                                    Tax Rate(c)  Tax Rate
          _________________________________________________________________
          $ 39,001- $ 94,250      $ 23,351-  $ 56,550

          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
          _________________________________________________________________
          $ 94,251- $143,600      $ 56,551-  $117,950

          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
          _________________________________________________________________
          $143,601- $256,500      $117,951-  $256,500

          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
          _________________________________________________________________
          $256,501 and above+ $256,501 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 (b):
             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 101

            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
          _________________________________________________________________

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


                                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
                                                                  Inception
                                                 1 Year   5 Years   Date
                                       Inception  Ended    Ended   through
                                         Date    2/28/95  2/28/95  2/28/95
                                       ________ ________ ________ ________

          New York Tax-Free Bond Fund   8/28/86 0.74%(a)  47.85%  78.29%(b)
          California Tax-Free Bond Fund 9/15/86 1.60%(c)  45.35%  69.11%(d)
          Maryland Tax-Free Bond Fund   3/31/87 1.43%(e)  44.53%  64.10%(f)
















          PAGE 102
          Maryland Short-Term Tax-Free
           Bond Fund                    1/29/93 2.64%(g)    N/A   7.99%(h)
          Virginia Tax-Free Bond Fund   4/30/91 1.51%(i)    N/A   32.74%(j)
          New Jersey Tax-Free Bond Fund 4/30/91 0.37%(k)    N/A   33.81%(l)
          Florida Insured Intermediate
           Bond Fund                    3/31/93   3.01%     N/A    10.05%
          Georgia Tax-Free Bond Fund    3/31/93   1.42%     N/A   9.99%(o)

                       Average Annual Compound Rates of Return

                                                                    Since
                                                                  Inception
                                                 1 Year   5 Years   Date
                                       Inception  Ended    Ended   through
                                         Date    2/28/95  2/28/95  2/28/95
                                       ________ ________ ________ ________

          New York Tax-Free Bond Fund   8/28/86 0.74%(a)   8.13%  7.04%(b)
          California Tax-Free Bond Fund 9/15/86 1.60%(c)   7.77%  6.41%(d)
          Maryland Tax-Free Bond Fund   3/31/87 1.43%(e)   7.64%  6.46%(f)
          Maryland Short-Term Tax-Free
           Bond Fund                    1/29/93 2.64%(g)    N/A   3.76%(h)
          Virginia Tax-Free Bond Fund   4/30/91 1.51%(i)    N/A   7.67%(j)
          New Jersey Tax-Free Bond Fund 4/30/91 0.37%(k)    N/A   7.89%(l)
          Florida Insured Intermediate 
           Bond Fund                    3/31/93 3.01%(m)    N/A   5.13%(n)
          Georgia Tax-Free Bond Fund    3/31/93 1.42%(o)    N/A   5.10%(p)

          (a)  If you invested $1,000 on 2/28/94, the total return of the
               New York Bond Fund on 2/28/95 would be $1,007.40.10 ($1,000
               x 1.0074). 
          (b)  Assumes purchase of one share of the New York Bond Fund at
               the inception price of $10.00 on 8/25/86.
          (c)  If you invested $1,000 on 2/28/94, the total return of the
               California Bond Fund on 2/28/95 would be $1,016.00 ($1,000 x
               1.0160).
          (d)  Assumes purchase of one share of the California Bond Fund at
               the inception price of $10.00 on 9/11/86.
          (e)  If you invested $1,000 on 2/28/94, the total return of the
               Maryland Bond Fund on 2/28/95 would be $1,014.30 ($1,000 x
               1.0143).
          (f)  Assumes purchase of one share of the Maryland Bond Fund at
               the inception price of $10.00 on 3/31/87.
          (g)  If you invested $1,000 at the 2/28/94, the total return of
               the Maryland Short-Term Fund on 2/28/95 would be $1,026.40
               ($1,000 x 1.0264).
          (h)  Assumes purchase of one share of the Maryland Short-Term
               Fund at the inception price of $5.00 on 1/29/93.

















          PAGE 103
          (i)  If you invested $1,000 on 2/28/94, the total return of the
               Virginia Bond Fund on 2/28/95 would be $1,015.10 ($1,000 x
               1.0151). 
          (j)  Assumes purchase of one share of the Virginia Bond Fund at
               the inception price of $10.00 on 4/30/91.        
          (k)  If you invested $1,000 on 2/28/94, the total return of the
               New Jersey Bond Fund on 2/28/95 would be $1,003.70 ($1,000 x
               1.0037). 
          (l)  Assumes purchase of one share of the New Jersey Bond Fund at
               the inception price of $10.00 on 4/30/91.        
          (m)  If you invested $1,000 on 2/28/94,, the total return of the
               Florida Insured Fund on 2/28/95 would be $1,030.10 ($1,000 x
               1.0301).
          (n)  Assumes purchase of one share of the Florida Insured Fund at
               the inception price of $10.00 on 3/31/93.
          (o)  If you invested $1,000 on 2/28/94, the total return of the
               Georgia Bond Fund on 2/28/95 would be $1,014.20 ($1,000 x
               1.0142).
          (p)  Assumes purchase of one share of the Georgia Bond Fund at
               the inception price of $10.00 on 3/31/93.

             Outside Sources of Information    

               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; 


















          PAGE 104
          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 which are exempt from taxation of
          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.

                 
               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.















          PAGE 105

               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.  

          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; Personal Strategy Planner
          simplifies investment decision making by helping investors define
          personal financial goals establish length of time the investor
          intends to invest, determine risk "comfort zone" and select
          diversified investment mix; and How to Choose a Bond Fund guide
          which discusses how to choose an appropriate bond fund for your
          portfolio.  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.    

               To assist investors in understanding the different returns
          and risk characteristics of various investments, the
          aforementioned guides will include presentation of historical
          returns of various investments using published indices.  An
          example of this is shown below.
















          PAGE 106
                     Historical Returns for Different Investments

          Annualized returns for periods ended 12/31/94

                                    50 years   20 years  10 years 5 years

          Small-Company Stocks        14.4%      20.3%     11.1%    11.8%

          Large-Company Stocks        11.9       14.6      14.4      8.7

          Foreign Stocks               N/A       16.3      17.9      1.8

          Long-Term Corporate Bonds    5.3       10.0      11.6      8.4

          Intermediate-Term U.S. 
            Gov't. Bonds               5.6        9.3       9.4      7.5

          Treasury Bills               4.7        7.3       5.8      4.7

          U.S. Inflation               4.5        5.5       3.6      3.5

          Sources:  Ibbotson Associates, Morgan Stanley.  Foreign stocks
          reflect performance of The Morgan Stanley Capital International
          EAFE Index, which includes some 1,000 companies representing the
          stock markets of Europe, Australia, New Zealand, and the Far
          East.  This chart is for illustrative purposes only and should
          not be considered as performance for, or the annualized return
          of, any T. Rowe Price Fund.  Past performance does not guarantee
          future results.

             Also included will be various portfolios demonstrating how 
          these historical indices would have performed in various
          combinations over a specified time period in terms of return.  An
          example of this is shown below.































          PAGE 107
                              Performance of Portfolios*


                      Asset Mix      Average Annualized         Value
                                      Returns 20 Years            of
                                       Ended 12/31/94          $10,000
                                                              Investment
                                                             After Period
                   ________________  __________________      ____________

                                         Nominal  Real   Best Worst
          Portfolio Growth Income Safety Return Return** Year Year

          I.   Low
               Risk   40%   40%    20%   12.4%   6.9%   24.9%  0.1%$ 92,515

          II.  Moderate
               Risk   60%   30%    10%   13.5%   8.1%   29.1% -1.8%$118,217

          III. High
               Risk   80%   20%     0%   14.5%   9.1%   33.4% -5.2%$149,200

          Source: T. Rowe Price Associates; data supplied by Lehman
          Brothers, Wilshire Associates, and Ibbotson Associates.

          *   Based on actual performance for the 20 years ended 1994 of
              stocks (85% Wilshire 5000 and 15% Europe, Australia, Far East
              [EAFE] Index), bonds (Lehman Brothers Aggregate Bond Index
              from 1976-94 and Lehman Brothers Government/Corporate Bond
              Index from 1975), and 30-day Treasury bills from January 1975
              through December 1994.  Past performance does not guarantee
              future results.  Figures include changes in principal value
              and reinvested dividends and assume the same asset mix is
              maintained each year.  This exhibit is for illustrative
              purposes only and is not representative of the performance of
              any T. Rowe Price fund.
          **  Based on inflation rate of 5.5% for the 20-year period ended
              12/31/94.    

             Insights    

              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, 















          PAGE 108
          fixed income investing, investing in mortgage-backed securities,
          as well as other topics and strategies. Personal Strategy Planner
          simplifies investment decision making by helping investors define
          personal financial goals, establish length of time the investor
          intends to invest, determine risk "comfort zone" and select
          diversified investment mix.

          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

              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.

                 
          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.  


















          PAGE 109
          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-Free Bond Fund, and the
          Florida Insured Intermediate Tax-Free 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 















          PAGE 110
          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 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.















          PAGE 111
                       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, LLP 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, 1995 and the report of independent
          accountants are included in the Fund's Annual Report for the
          fiscal year ended February 28, 1995 on pages 4-11.  A copy of the
          Annual Report 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, 1995 are incorporated into this
          Statement of Additional Information by reference:
             
                                                           Georgia
                                                        Fund's Annual
                                                         Report Page
                                                         ___________

          Report of Independent Accountants                   11
          Statement of Net Assets, February 28, 1995         4-5
          Statement of Operations, year
           ended February 28, 1995                            6
          Statement of Changes in Net Assets, years
           ended February 28, 1995 and February 28, 1994      7
          Notes to Financial Statements, February 28, 1995   8-9
          Financial Highlights                                10

          All Funds except Georgia Fund

               Coopers & Lybrand L.L.P., 217 East Redwood Street,
          Baltimore, Maryland 21202, are independent accountants to the 















          PAGE 112
          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, 1995 and the report of
          independent accountants, are included in each Fund's Annual
          Report for the fiscal year ended February 28, 1995 on pages 7-18,
          8-19, 7-22, 6-17, 5-13, and 4-11, respectively.  A copy of the
          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, 1995 are incorporated into
          this Statement of Additional Information by reference: 

                                                           New York
                                                        Funds' Annual
                                                         Report Page
                                                         ____________

          Report of Independent Accountants                   18
          Statement of Net Assets, February 28, 1995         7-11
          Statement of Operations, year ended
           February 28, 1995                                  12
          Statement of Changes in Net Assets, years ended
           February 28, 1995 and February 28, 1994            13
          Notes to Financial Statements, February 28, 1995  14-15
          Financial Highlights                              16-17

                                                          California
                                                        Funds' Annual
                                                         Report Page
                                                        _____________

          Report of Independent Accountants                   19
          Statement of Net Assets, February 28, 1995         8-12
          Statement of Operations, year ended
           February 28, 1995                                  13
          Statement of Changes in Net Assets, years
           ended February 28, 1995 and February 28, 1994      14
          Notes to Financial Statements, February 28, 1995  15-16
          Financial Highlights                              17-18


























          PAGE 113
                                                          Maryland 
                                                         Fund's Annual
                                                         Report Page
                                                        ______________

          Report of Independent Accountants                   22
          Statement of Net Assets, February 28, 1995         7-15
          Statement of Operations, year ended
           February 28, 1995                                  16
          Statement of Changes in Net Assets, years
           ended February 28, 1995 and February 28, 1994      17
          Notes to Financial Statements, February 28, 1995  18-19
          Financial Highlights                              20-21

                                                           Virginia
                                                        Fund's Annual
                                                         Report Page
                                                        _____________

          Report of Independent Accountants                   17
          Portfolio of Investments, February 28, 1995        6-7
          Statement of Assets and Liabilities,
           February 28, 1995                                  7
          Statement of Net Assets, year ended
           February 28, 1995                                 8-10
          Statement of Operations, year
           ended February 28, 1995                            11
          Statement of Changes in Net Assets, years
           ended February 28, 1995 and February 28, 1994      12
          Notes to Financial Statements, February 28, 1995  13-14
          Financial Highlights                              15-16

                                                          New Jersey
                                                        Fund's Annual
                                                         Report Page
                                                         ___________

          Report of Independent Accountants                   13
          Statement of Net Assets, February 28, 1995         5-7
          Statement of Operations, year
           ended February 28, 1995                            8
          Statement of Changes in Net Assets, years
           ended February 28, 1995 and February 28, 1994      9
          Notes to Financial Statements, February 28, 1995  10-11
          Financial Highlights                                12




















          PAGE 114
                                                           Florida
                                                        Fund's Annual
                                                         Report Page
                                                        _____________

          Report of Independent Accountants                   11
          Statement of Net Assets, February 28, 1995         4-5
          Statement of Operations, year
           ended February 28, 1995                            6
          Statement of Changes in Net Assets, years
           ended February 28, 1995 and February 28, 1994      7
          Notes to Financial Statements, February 28, 1995   8-9
          Financial Highlights                                10

          
    
       






































































































          


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