PRICE T ROWE STATE TAX FREE INCOME TRUST
497, 1995-01-13
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          PAGE 1

          Prospectus for the T. Rowe Price Virginia Tax-Free Funds, dated 
          November 29, 1994, should be inserted here.

          
TO OPEN AN ACCOUNT
INVESTOR SERVICES
1-800-977-1577

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

FOR YIELDS & PRICES
TELE*ACCESS(REGISTERED TRADEMARK)
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, D.C.

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

INVEST WITH CONFIDENCE

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

Prospectus

T. Rowe Price
Virginia tax-free 
Funds

T. Rowe Price
State Tax-free 
Income Trust
November 29, 1994
_____________________________________________________________________________

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 objective.

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 than shorter-term municipal bond funds.

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 and its affiliates currently manage over $54 billion,
including over $5 billion in municipal bond assets, for approximately 3
million individual and institutional investor accounts as of June 30, 1994.

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
NOVEMBER 29, 1994

PROSPECTUS

CONTENTS

______________________________________________________________________________
1    ABOUT THE FUNDS
______________________________________________________________________
     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 PROCEDURES AND 
     SPECIAL REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . 12
______________________________________________________________________
3    MORE ABOUT THE FUNDS
______________________________________________________________________
     ORGANIZATION AND MANAGEMENT . . . . . . . . . . . . . . . . . 15

______________________________________________________________________
     UNDERSTANDING FUND PERFORMANCE. . . . . . . . . . . . . . . . 16
______________________________________________________________________
     INVESTMENT POLICIES AND PRACTICES . . . . . . . . . . . . . . 17
______________________________________________________________________
4    INVESTING WITH T. ROWE PRICE
______________________________________________________________________
     MEETING REQUIREMENTS
       FOR NEW ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . 23
______________________________________________________________________
     OPENING A NEW ACCOUNT . . . . . . . . . . . . . . . . . . . . 23
______________________________________________________________________
     PURCHASING ADDITIONAL SHARES. . . . . . . . . . . . . . . . . 24
______________________________________________________________________
     EXCHANGING AND REDEEMING. . . . . . . . . . . . . . . . . . . 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
FUNDS, DATED JULY 1, 1994, AMENDED TO NOVEMBER 29, 1994, HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED BY REFERENCE IN
THIS PROSPECTUS. TO OBTAIN A FREE COPY, CALL 1-800-625-5660.

1    ABOUT THE FUNDS

Transaction and Fund Expenses

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

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

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 1994 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 PERIOD ENDED OCTOBER 31, 1994, THE TAX-FREE BOND FUND PAID
$117,000 TO T. ROWE PRICE SERVICES, INC. FOR TRANSFER AND DIVIDEND DISBURSING
FUNCTIONS AND SHAREHOLDER SERVICES, AND $86,000 TO T. ROWE PRICE FOR
ACCOUNTING SERVICES. FOR THE FISCAL YEAR ENDING FEBRUARY 28, 1995, THE
SHORT-TERM BOND FUND IS EXPECTED TO PAY $19,712, TO T. ROWE PRICE SERVICES,
INC. FOR TRANSFER AND DIVIDEND DISBURSING FUNCTIONS AND SHAREHOLDER SERVICES,
AND $15,000 TO T. ROWE PRICE FOR ACCOUNTING SERVICES.

Shareholder Transaction Expenses
                                             Short-Term Bond Tax-Free 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 1994
                                             Average Net Assets
                                             Short-Term Bond Tax-Free Bond
____________________________________________________________________________

Management fee (after reduction)             0.0%*           0.36%
____________________________________________________________________________

Marketing fees (12b-1)                       None            None
____________________________________________________________________________

Total other (Shareholder servicing, 
 custodial, auditing, etc.)
                                             0.65%**         0.29%
____________________________________________________________________________

Total fund expenses (after reduction)        0.65%*          0.65%**
____________________________________________________________________________

 * To limit the fund's expenses during its initial period of operations, T.
   Rowe Price has agreed to waive its fees and bear any expenses through
   February 28, 1996, to the extent such fees or expenses would cause the
   fund's ratio of expenses to average net assets to exceed 0.65%. Fees waived
   or expenses paid or assumed under this agreement are subject to
   reimbursement to T. Rowe Price by the fund whenever the fund's expense
   ratio is below the previously stated ratio; however, no reimbursement will
   be made after February 28, 1998, or if it would result in the expense ratio
   exceeding the ratio as previously stated. Without this expense limitation,
   it is estimated that the fund's management fee and total expense ratio for
   the first full year of operation would be 1.46%. Organizational expenses
   will be charged to the fund over a period not to exceed 60 months.

** The fund's management fee and its total expense ratio would have been 0.44%
   and 0.73%, respectively, had T. Rowe Price not agreed to reduce management
   fees in accordance with the expense limitation. To limit the fund's
   expenses during its initial period of operations, T. Rowe Price agreed to
   waive its fees and bear any expenses through February 28, 1993, 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, 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 fund's 0.65% expense limitation for a period of two
   years through February 28, 1997. Fees waived or expenses paid or assumed
   under each agreement are subject to reimbursement to T. Rowe Price by the
   fund whenever the fund's expense ratio is below 0.65%; however, no
   reimbursement will be made after February 28, 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%.

   Note: The funds charge a $5 fee for wire redemptions under $5,000, subject
   to change with out 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 "The Fund's 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 2

Financial Highlights

The table on page 4 provides information about the Tax-Free Bond Fund's
financial history.  It is based on a single share outstanding throughout each
fiscal year, and for the six months ended August 31, 1994. The table is part
of the Tax-Free Bond Fund's audited and unaudited financial statements which
are included in the fund's annual and semi-annual reports, respectively, which
are incorporated by reference into the Statement of Additional Information.
This document is available to shareholders upon request. The financial
statements in the annual report have been audited by Coopers & Lybrand,
L.L.P., independent accountants, whose unqualified report covers the period
shown. The financial statements in the semi-annual report are unaudited.

<TABLE>
<CAPTION>
__________________________________________________________________________________________________________

                     Investment Activities                    Distribution

                                      Net             
              Net                  Realized           
   Year      Asset                    and           Total
   Ended    Value,       Net      Unrealized        from         Net         Net
 February  Beginning Investment   Gain (Loss)    Investment  Investment   Realized         Total
    28     of Period   Income   of Investments   Activities    Income       Gain       Distributions
_______________________________________________________________________________________________________
 <C>       <C>       <C>        <C>              <C>          <C>          <C>         <C>

1992ad    $10.00       $ .48b        $ .31          $ .79      $ (.48)     $ (.04)       $ (.52)
1993       10.27         .58b          .82           1.40        (.58)       (.03)         (.61)
1994       11.06         .56b          .09            .65        (.56)       (.15)         (.71)
1994e      11.00         .28b         (.44)          (.16)       (.28)       (.01)         (.29)

<CAPTION>
_______________________________________________________________________________________________________

End of Period

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

       $10.27            8.12%           $44,198          0.65%bc       5.80%b            76.3b
        11.06           14.11%           111,705          0.65%c        5.53%             68.5%
        11.00            5.99%           168,715          0.65%c        5.03%             61.8%
        10.55           (1.41)%          159,704          0.65%bc       5.29%b            95.9%b
_______________________________________________________________________________________________________
<FN>
a For the period April 30, 1991 (commencement of operations) to February 29, 1992.
b Annualized.
c Excludes expenses in excess of a 0.65% voluntary expense limitation in effect through February 28, 1995.
d Year ended February 29.
e Six months ended August 31, 1994.
</FN>
_______________________________________________________________________________________________________
Table 3

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

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
programs and the securities markets in which they invest.
____________________________________________________________________________

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

What are the objectives and other characteristics of these Virginia bond
funds?

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 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.

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.

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.
____________________________________________________________________________

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

What are the main types of investment risk for these funds?

As with all fixed-income funds, your investment is subject to interest rate
risk (share-price declines when interest rates rise) and credit risk (rating
downgrades and/or bond defaults). Both are explained in more detail beginning
on page 7 along with other market fundamentals.  Be sure to review this
information. Funds that invest primarily in the securities of a single state
also have additional risks.

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

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.
____________________________________________________________________________

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

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 November 1, 1994 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.
____________________________________________________________________________

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 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
November 1, 1994, Puerto Rico's general obligation bonds were rated Baa1 by
Moody's and A by Standard & Poor's.
____________________________________________________________________________

YOU MAY WANT TO REVIEW THESE FUNDAMENTALS OF FIXED-INCOME INVESTING.

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

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

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

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

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

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

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

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

You can multiply the duration by the potential change in interest rates to
estimate the effect on principal value.  

For example, the price of a bond or bond fund with a duration of five years
would rise or fall roughly 5% if rates fell or rose by one percentage point.
____________________________________________________________________________

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 bond funds?

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

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

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

When interest rates rise, a municipal's price usually falls, and vice versa.
____________________________________________________________________________

GENERALLY SPEAKING, THE LONGER THE SECU-RITY'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

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

                      Increase                     Decrease

                     1%           2%               1%            2%
____________________________________________________________________________

1 Year       3.60%   $990         $981             $1,010        $1,020
____________________________________________________________________________

5 Years       4.80    957          916              1,045         1,093
____________________________________________________________________________

10 Years      5.30    927          860              1,081         1,169
____________________________________________________________________________

20 Years      5.90    892          801              1,127         1,276
____________________________________________________________________________

30 Years      6.00    875          774              1,155         1,348
____________________________________________________________________________


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

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

Consistent with each fund's objectives, the portfolio manager actively manages
the funds 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; and

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

THIS SECTION DESCRIBES 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.

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 example, some bonds financing airports, stadiums, and
student loan programs fall into this category.  Relatively few taxpayers are
required to pay the tax. The funds will report annually to shareholders the
portion of income, if any, subject to AMT. (Please see "Distributions and
Taxes - Taxes on Fund Distributions.")

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

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.

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         Expected    Expected
                 Quality                        Share-Price Average Maturity
                 Categories                     Fluctuation

____________________________________________________________________________

Short-Term Bond  Primarily four  Low to         Low to      One to
                 highest         moderate       moderate    three years

____________________________________________________________________________

Tax-Free Bond    Primarily four  High           Greater     10 years
                 highest                                    or longer

____________________________________________________________________________

Table 5

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

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

How and when shares are priced

Bond and Money Funds. The share price (also called "net asset value" or NAV)
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, the fund's assets are priced and
totaled, liabilities are subtracted, and the balance, called net assets, is
divided by the number of shares outstanding.

Money fund NAV's, 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 orders 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 bank wire should
be credited to your bank account the next business day, and proceeds sent by
ACH transfer should be credited the second day after the sale. ACH (Automated
Clearing House) is an automated method of initiating payments from and
receiving payments in your financial institution account. ACH is a payment
system supported by over 20,000 banks, savings banks and credit unions, which
electronically exchanges the transaction primarily through the Federal Reserve
Banks. 

Exception:  

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

Useful Information on Distributions and Taxes

Dividends and other distributions 

Dividend and capital gain distributions are reinvested in additional fund
shares 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.
____________________________________________________________________________

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

Dividends not reinvested are paid by check or transmitted to your bank account
via ACH. If the Postal Service 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 and paid in December to
  shareholders of record on a specified date that month.
____________________________________________________________________________

T. ROWE PRICE SENDS 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.
____________________________________________________________________________

THE FUNDS FURNISH AVERAGE COST AND CAPITAL GAIN (LOSS) INFORMATION ON MOST
SHARE REDEMPTIONS.

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.

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

To help you maintain accurate records, we send you a confirmation immediately
following each transaction you make (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. The following summary does not apply to
retirement accounts, such as IRAs, which are tax-deferred until you withdraw
money from them.

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

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

If the funds invest in certain "private activity" bonds, shareholders who are
subject to the alternative minimum tax (AMT) must include income generated by
these bonds in their AMT computation. The portion of your fund's income that
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 before investing. Of course, a
fund's share price may reflect undistributed capital gains or unrealized
appreciation, at any time. 
____________________________________________________________________________

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. (The 10-day hold
does not apply to purchases paid for by bank wire; cashier's, certified, or
treasurer's checks; or automatic purchases through your paycheck.)

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

Excessive Trading
____________________________________________________________________________

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

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

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

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

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

Keeping Your Account Open

Due to the relatively high cost 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 other organizations that do not
provide reimbursement in the case of fraud.

3 MORE ABOUT THE FUNDS

The Funds' Organization and Management
____________________________________________________________________________

SHAREHOLDERS BENEFIT FROM T. ROWE PRICE'S 57 YEARS OF INVEST-MENT 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 "non-diversified, open-end investment
company," or mutual fund. Mutual funds pool money received from shareholders
and invest it to try to achieve specified objectives.

What is meant by "shares"?

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

Each share and fractional share entitles the shareholder to:

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

o cast one vote per share on certain fund matters, including the election of
  fund directors, 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 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 director. 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 ASSOCIATES-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,
Patricia S. Deford, Mary J. Miller, Laura L. McAree, Hugh D. McGuirk, William
T. Reynolds, and Michael P. Buckley; Tax-Free Bond Fund-Mary J. Miller,
Chairman, Michael P. Buckley, Patricia S. Deford, Charles B. Hill, 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 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 is 100 East Pratt
St., Baltimore, MD 21202. 

How are fund expenses determined? 

The management agreement spells out the expenses to be paid by each fund. In
addition to the management fee, each fund pays for the following: shareholder
service expenses; custodial, accounting, legal, and audit fees; costs of
preparing and printing prospectuses and 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
on page 2), 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 monthly based on the net combined 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     0.370% 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

Each fund's portion of the group fee is determined by the ratio of its daily
net assets to the daily net assets of all the Price funds as described above.
Based on combined Price funds' assets of approximately $35.5 billion at June
30, 1994, 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 REPORT 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" 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 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 AND TAX EQUIVALENT
YIELDS IN OUR REPORTS, 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 its portfolio 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. 

Types of Portfolio Securities 

In seeking to meet their investment objectives, the funds may invest in any
type of interest-bearing 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.
____________________________________________________________________________

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

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

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

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

Fundamental policy: Under normal market conditions, the funds will not
purchase any security if, as a result, less than 80% of the funds' income
would be exempt from federal and 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. 

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

The obligation of a municipal bond insurance company to pay a claim extends
over the life of each insured bond. Although defaults on insured municipal
bonds have been low to date and municipal insurers have met these claims,
there is no assurance this will continue. A higher than expected default  rate
could strain the insurer's loss reserves and adversely affect its ability to
pay claims to bondholders, such as the funds.  

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

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

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

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

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

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.  
____________________________________________________________________________

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

Types of Fund Management Practices

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 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. 
____________________________________________________________________________

BORROWINGS MAY BE COLLATERALIZED WITH FUND ASSETS, SUBJECT TO RESTRICTIONS.

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. 

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. Due to the nature of each fund's investment program,
a fund's portfolio turnover rate may exceed 100%.  Although the funds do not
expect to generate any taxable income, a high turnover rate may increase
transaction costs and may affect taxes paid by shareholders to the extent
short-term gains are distributed. The Short-Term Bond Fund's portfolio
turnover rate is not expected to exceed 200% during its first year of
operations, in part reflecting the short maturities of its expected
investments. The Tax-Free Bond Fund's portfolio turnover rates for the fiscal
years ended February 28, 1994 and February 28, 1993 were 61.8% and 68.5%,
respectively, and the annualized portfolio turnover rate for the fiscal period
ended February 29, 1992, was 76.3%.

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 Investors  Definition 
            Investors     & Poor's      Service, Inc.
            Service, Inc. Corporation
____________________________________________________________________________

Long-Term   Aaa           AAA           AAA              Highest quality
            ________________________________________________________________
            Aa            AA            AA               High quality
            ________________________________________________________________
            A             A             A                Upper medium grade
            ________________________________________________________________
            Baa           BBB           BBB              Medium grade
            ________________________________________________________________

            Moody's                    S&P               Fitch 
____________________________________________________________________________


Short-Term  MIG1/VMIG1 Best quality SP1+ Very            F-1+  Exceptionally
                                    strong quality             quality
                                    SP1   Strong         F-1   Very strong
                                          grade                quality

            _______________________________________________________________


            MIG2/VMIG2 High quality SP2   Satisfactory   F-2   Good credit
                                           grade               quality
            _______________________________________________________________

Commercial  P-1 Superior quality    A-1+  Extremely      F-1+  Exceptionally
Paper                                     strong quality       strong quality
                                    A-1   Strong quality F-1   Very strong
                                                               quality
            _______________________________________________________________

            P-2 Strong quality      A-2   Satisfactory   F-2   Good credit
                                          quality              quality 
____________________________________________________________________________

Table 6

4  INVESTING WITH T. ROWE PRICE

Meeting Requirements for New Accounts
____________________________________________________________________________

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

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

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

Account Registration

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

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

By Mail

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

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. Provide fund name,
   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. 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 completed New Account Form and obtain a receipt at any of the
investor center locations listed below.

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.Washington, D.C.  515 South Flower
                      Owings Mills, MD                     St.
                                                           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 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 (for example, if an account
has been restricted due to excessive trading or fraud); to otherwise modify
the conditions of purchase or any services at any time; or to act on
instructions believed to be genuine.

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

By ACH Transfer

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

By Wire

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

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. Please 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 either with a
  reinvestment slip  or a note indicating the fund and account number in
  which you wish to purchase shares.

By Automatic Asset Builder

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

By Phone

Call Shareholder Services to lock in that day's closing price; payment is due
within five days ($5,000 minimum). Note: The current collected balance in your
fund account must equal at least 25% of your telephone purchase for additional
shares.

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
or mailgram (if you have previously authorized telephone services), 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. For charges, see "Electronic Transfers - By
Wire" on page 26.
____________________________________________________________________________

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

By Mail

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

Shareholder Services
____________________________________________________________________________

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.

Exchange Service
____________________________________________________________________________

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

You can move money from one account to an existing identically registered
account, or open a new identically registered account. 

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

Note: Shares purchased by telephone may not be exchanged to another fund until
payment for the original purchase has been received. 

Automated Services

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

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

Telephone and Walk-In Services

Buy, sell, or exchange shares by calling one of our service representatives or
by visiting one of our four investor center locations. For Investor Center
addresses, see "Drop-off locations" on page 24.

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.

____________________________________________________________________________

          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
                         STATEMENT OF ADDITIONAL INFORMATION

                      T. Rowe Price State Tax-Free Income Trust

                                    (the "Trust")

                             New York Tax-Free Money Fund

                             New York Tax-Free Bond Fund

                             Maryland Tax-Free Bond Fund

                        Maryland Short-Term Tax-Free Bond Fund

                             Virginia Tax-Free Bond Fund

                        Virginia Short-Term Tax-Free Bond Fund

                            New Jersey Tax-Free Bond Fund

                              Georgia Tax-Free Bond Fund

                      Florida Insured Intermediate Tax-Free Fund

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

                    T. Rowe Price California Tax-Free Income Trust

                                    (the "Trust")

                            California Tax-Free Bond Fund

                            California Tax-Free Money Fund

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

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

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
















          PAGE 3
                                  TABLE OF CONTENTS

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

                          INVESTMENT OBJECTIVES AND POLICIES

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















          PAGE 4

                                     RISK FACTORS

          All Funds

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

          Municipal Securities

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

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















          PAGE 5
          Proposals have been introduced in Congress to restrict or
          eliminate the federal income tax exemption for interest on
          municipal securities, and similar proposals may be introduced in
          the future.  Some of the past proposals would have applied to
          interest on municipal securities issued before the date of
          enactment, which would have adversely affected their value to a
          material degree.  If such a proposal were enacted, the
          availability of municipal securities for investment by the Funds
          and the value of a Fund's portfolio would be affected and, in
          such an event, a Fund would reevaluate its investment objectives
          and policies.

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

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

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

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
















          PAGE 6
          insurance premium based on the bond's principal value, the issuer
          is able to obtain a higher credit rating for the bond.  Once
          purchased, municipal bond insurance cannot be cancelled, and the 
          protection it affords continues as long as the bonds are
          outstanding and the insurer remains solvent.

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

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

          Money Funds

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

               There can be no assurance that the Money Funds will achieve 















          PAGE 7
          their investment objectives or be able to maintain their net
          asset value per share at $1.00.  The price stability and
          liquidity of the Money Funds may not be equal to that of a
          taxable money market fund which exclusively invests in short-term
          taxable money market securities.  The taxable money market is a
          broader and more liquid market with a greater number of 
          investors, issuers, and market makers than the short-term
          municipal securities market.  The weighted average maturity of
          the Funds varies:  the shorter the average maturity of a
          portfolio, the less its price will be impacted by interest rate
          fluctuations.

          Bond Funds

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

                        Special Risks of High Yield Investing

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















          PAGE 8
          bond prices because the advent of such events could lessen the
          ability of highly leverage issuers to make principal and interest
          payments on their debt securities.  In addition, the secondary
          trading market for high yield bonds may be less liquid than the
          market for higher grade bonds, which can adversely affect the
          ability of a Fund to dispose of its portfolio securities.  Bonds
          for which there is only a "thin" market can be more difficult to 
          value inasmuch as objective pricing data may be less available
          and judgment may play a greater role in the valuation process.

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


                  RISK FACTORS ASSOCIATED WITH A NEW YORK PORTFOLIO

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

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

          New York State

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















          PAGE 9
          anticipation notes outstanding.  For the first time since 1952,
          the State has no outstanding Tax and Revenue Anticipation Notes. 
          As of June 1, 1994, the State's general obligation bonds were
          rated A by Moody's, A- by Standard & Poor's and A+ by Fitch.  All
          general obligation bonds must be approved by the voter prior to
          issuance.

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

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

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

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

               New York State has a large, diversified economy which has
          witnessed a basic shift away from manufacturing toward more
          service sector employment.  Growth in personal income has
          exceeded national averages each year since 1981.  In 1992, per
          capita income in New York State was $23,842, 18.5% above the
          national average.  Like most northeastern states, New York
          suffered a population loss during the 1970s.  However, during the















          PAGE 10
          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.  Such economic trends are important
          as they influence the growth or contraction of State revenues
          available for operations and debt service.

          New York City

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

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

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















          PAGE 11
          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
          such time as payments equal the taxes or assessment which would
          have been paid by LILCO based on a nonoperative Shoreham plant. 
          Various provisions of this agreement are under appeal.

               Sectors  

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

               The Clinton Administration has developed a proposal for
          national health care reform which would dramatically alter the
          health care delivery system in the United States. Currently there
          are numerous alternative proposals circulating in the legislative
          branch, with sponsors hoping to displace or materially change the
          President's proposal.  There is no way to predict whether any 















          PAGE 12
          reform package will be adopted or the ultimate impact of any such
          changes upon hospitals in New York and other states.


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

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


                 RISK FACTORS ASSOCIATED WITH A CALIFORNIA PORTFOLIO

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

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

               As of April 22, 1994, the State of California had
          approximately $18.1 billion outstanding general obligation bonds
          secured by the State's revenue and taxing power.  An additional
          $5.5 billion authorized but unissued state general obligation
          debt remains to be issued to comply with voter initiatives and
          legislative mandates.  Debt service on roughly 22% of the State's
          outstanding debt is met from revenue producing projects such as
          water, harbor, and housing facilities.  As part of its cash
          management program, the State regularly issues short-term notes
          to meet its disbursement requirements in advance of revenue
          collections.  During fiscal 1994, the State issued $7.2 billion
          in short-term notes for this purpose.
















          PAGE 13
               The State also supports $4.9 billion in lease-purchase
          obligations attributable to the State Public Works Board.  These
          obligations are not backed by the full faith and credit of the
          State but instead, are subject to annual appropriations from the
          State's General Fund.

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

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

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

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

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

               Legislative.  Due to the Funds' concentration in California
          state and its municipal issuers, the Funds may be affected by 















          PAGE 14
          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
          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.  















          PAGE 15
               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 1994, tax collections
          have fallen below estimates and expenditures have risen above
          budgeted levels.  From  1991 through 1993, ending deficits were
          carried over into the following years.  Fiscal 1994 is now
          expected to end with a negative general fund balance of $2
          billion.

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

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

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

          Sectors

               Certain areas of potential investment concentration present
          unique risks.  In 1993,  $3 billion of tax-exempt debt issued in
          California was for public or non-profit hospitals.  A significant
          portion of the Funds' assets may be invested in health care
          issues.  Since 1983 the hospital industry has been under
          significant pressure to reduce expenses and shorten length of
          stay, a phenomenon which has negatively affected the financial
          health of many hospitals.  While each hospital bond issue is 
          separately secured by the individual hospital's revenues, third 















          PAGE 16
          party reimbursement sources such as the federal Medicare and
          state MediCal programs or private insurers are common to all
          hospitals.  To the extent these third party payors reduce
          reimbursement levels, the individual hospitals may be affected.

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

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

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

            
                  RISK FACTORS ASSOCIATED WITH A MARYLAND PORTFOLIO

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

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















          PAGE 17
               Total combined debt outstanding of the State, Baltimore
          City, and all of the counties, towns, and special districts
          within Maryland totaled $10.8 billion as of June 30, 1992.  The
          State of Maryland had $2.28 billion in general obligation bonds
          outstanding as of December 31, 1993 along with an additional $1.3
          billion in other tax-supported debt.  General obligation debt of
          the State of Maryland is rated Aaa by Moody's, AAA by Standard &
          Poor's and AAA by Fitch.  There is no general debt limit imposed
          by the State Constitution or public general laws, but State debt
          on a per capita basis or as a percentage of property values has
          declined over the last five years.  The State Constitution
          imposes a 15 year maturity limit on State general obligation
          bonds.  Although voters approved a constitutional amendment in
          1982 permitting the State to borrow up to $100 million in short-
          term notes in anticipation of taxes and revenues, the State has
          not made use of this authority.

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

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

               Financial.  To a large degree, the risk of the Funds is
          dependent upon the financial strength of the State of Maryland 
          and its localities.  Over the long term, Maryland's financial
          condition has been strong; however, in  fiscal 1992, the State 















          PAGE 18
          experienced unanticipated shortfalls in revenues, as collections
          of major taxes fell during the recession.  To address this loss,
          the governor enacted a series of mid-year reductions in
          expenditures, primarily cuts in local aid.  The State concluded
          fiscal year 1992 with a general fund deficit of $121 million
          (1.5% of general fund expenditures).

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

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

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

               Sectors.   Certain areas of potential investment
          concentration present unique risks.  In recent years, 6 to 12% of
          tax-exempt debt issued in Maryland was for public or non-profit 
          hospitals.  A significant portion of the Funds' assets may be
          invested in health care issues.  Since 1983, the hospital 















          PAGE 19
          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 Clinton Administration has developed a proposal for
          national health care reform which would dramatically alter the
          health care delivery system in the United States.  Currently
          there are numerous alternative proposals circulating in the
          legislative branch, with sponsors hoping to displace  or
          materially change the President's proposal.  There is no way to
          predict whether any reform package will be adopted or the
          ultimate impact of any such changes upon hospitals in Maryland 
          and other states.

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

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


                  RISK FACTORS ASSOCIATED WITH A VIRGINIA PORTFOLIO

               The Fund's concentration in the debt obligations of one
          state carries a higher risk than a portfolio that is
          geographically diversified.  In addition to State of Virginia  
          general obligations and state agency issues, the fund will invest
          in local bond issues, lease obligations and revenue bonds, the 















          PAGE 20
          credit quality and risk of which will vary according to each
          security's own structure and underlying economics.


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

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

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

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

               Economy.  The State of Virginia has a population of
          approximately 6.4 million, making it the twelfth largest state. 
          Since the 1930s the State's population has grown at a rate 
          exceeding the national average.  Stable to strong economic growth
          during the 1980s was led by the northern Virginia area outside of
          Washington, D.C. where approximately 25% of the State's
          population is concentrated.  The next largest metropolitan area 















          PAGE 21
          is the Norfolk-Virginia Beach-Newport News area, followed by the
          Richmond-Petersburg area, including the State's capital of
          Richmond.  The State's economy is broadly based with a large
          concentration in service and governmental jobs, followed by
          manufacturing.  Per capita income exceeds national averages while
          unemployment figures have consistently tracked below national
          averages.

               Financial.  To a large degree, the risk of the portfolio is
          dependent on the financial strength of the State of Virginia and
          its localities.  As of June 1, 1994, the State was rated Aaa by
          Moody's, AAA by Standard & Poor's and AAA by Fitch.  The State's
          budget is prepared on a biennial basis.  From 1970 through 1992
          the State's General Fund showed a positive balance for all of its
          two year budgetary periods.  The national recession and its
          negative effects on State personal income tax collections did,
          however, force the State to draw down its General Fund balances
          to a deficit of $122 million in 1992.  Mid-cycle spending cuts
          and improved economic conditions allowed for positive operations
          in fiscal 1993, boosting the General Fund balance to the $78
          million level (1.7% of revenues).  A balanced budget has been
          adopted for the 1994-1996 biennium which began on July 1, 1993.


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

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

               The Clinton Administration has developed a proposal for 















          PAGE 22
          national health care reform which would dramatically alter the
          health care delivery system in the United States. Currently there
          are numerous alternative proposals circulating in the legislative
          branch, with sponsors hoping to displace or materially change the
          President's proposal.  There is no way to predict whether any
          reform package will be adopted or the ultimate impact of any such
          changes upon hospitals in Virginia and other states.

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

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

                 RISK FACTORS ASSOCIATED WITH A NEW JERSEY PORTFOLIO

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

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

               The State of New Jersey has approximately $3.6 billion
          outstanding general obligation bonds secured by the State's
          revenue and taxing power.  As of June 1, 1994, its general
          obligation bonds were rated Aa1 by Moody's, AA+ by Standard & 
          Poor's and AA+ by Fitch.  In addition to the State's direct debt,
          it is obligated for certain lease backed debt issued through the 















          PAGE 23
          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 7.8 million residents, and an average of
          1,040 persons per square mile.  The economic base is diversified
          among manufacturing, construction, services, and agricultural
          uses.  The average per capita income of $26,969 ranks the State
          as the second highest in the United States.  Over the long term,
          the State's economy has been a strong performer, with
          unemployment levels generally below national averages.  In 1992,
          however, New Jersey's unemployment rose above the national
          average to a rate of 8.4% versus 7.4% for the nation.  During
          1993, employment losses continued as the State lagged the U.S. in
          recovery from the recession. The State anticipates a turnaround
          in 1994 and 1995 with modest gains in employment.

















          PAGE 24
               Financial.  To a large degree, the risk of the portfolio is 
          dependent on the financial strength of the State of New Jersey
          and its localities.  Characteristically the State has
          demonstrated  solid financial performance, but operations
          suffered as the State's economy stagnated during the recent
          recession.  In fiscal 1990 and 1991 New Jersey utilized non-
          recurring revenues and expenditure deferrals to achieve balance,
          ending with minimal reserves.  In fiscal 1992, the general fund
          cushion improved to a 5% level, largely due to a one-time
          transfer from the pension fund and a large tax increase. 
          Improved revenue collections in fiscal 1993 allowed the State to
          close out the fiscal year with higher reserves.  The State's
          General Fund balance at year end 1993 was $1.9 billion (a strong
          11.4% of revenues.)  The fiscal 1994 budget, however, relied on
          nearly $1 billion in non-recurring revenue to achieve balance. 
          Additional budgetary pressures are expected for fiscal 1995 and
          beyond, as the new Governor seeks to implement her campaign
          promise to reduce state income taxes by 30 percent over the next
          three years. The income tax rollbacks, if fully implemented,
          would reduce state revenues by $1.5 billion.
                   
               Sectors.  Certain areas of potential investment
          concentration present unique risks.  In 1993, 10% of tax-exempt
          debt issued in New Jersey was for public or non-profit hospitals. 
          A significant portion of the Fund's assets may be invested in
          health care issues.  Since 1983, the hospital industry has been
          under significant pressure to reduce expenses and shorten length
          of stay, a phenomenon which has negatively affected the financial
          health of many hospitals.  While each hospital bond issue is
          separately secured by the individual hospital's revenues, third
          party reimbursement sources such as the federal Medicare and
          state Medicaid programs or private insurers are common to all
          hospitals.  To the extent these payors reduce reimbursement
          levels, the individual hospitals may be affected.

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

               The Clinton Administration has developed a proposal for
          national health care reform which would dramatically alter the
          health care delivery system in the United States.  Currently
          there are numerous alternative proposals circulating in the 
          legislative branch, with sponsors hoping to displace or 















          PAGE 25
          materially change the President's proposal.  There is no way to
          predict whether any reform package will be adopted or the
          ultimate impact of any such changes upon hospitals in New Jersey
          and other states.

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

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

                   RISK FACTORS ASSOCIATED WITH A GEORGIA PORTFOLIO

               The Fund's concentration in the debt obligations of one
          state carries a higher risk than a portfolio that is
          geographically diversified.   In addition to State of Georgia
          general obligations and state agency issues, the fund will invest
          in local bond issues, lease obligations and revenue bonds, the
          credit quality and risk of which will vary according to each
          security's own structure and underlying economics.
             
               Debt.  The State of Georgia and its local governments issued
          $7.5 billion in municipal bonds in 1993, with approximately 34%
          general obligation debt backed by the unlimited taxing power of
          the issuer and 66% revenue bonds secured by specific pledged fees
          or charges for an enterprise or project.  This level of debt
          issuance is well above the trend of recent years, reflecting a
          high volume of debt refunding due to lower interest rates.  As of
          June 1, 1994, the State was rated Aaa by Moody's, AA+ by Standard
          & Poor's and AAA by Fitch.

               As of January 31, 1994, the State of Georgia had net direct
          obligations of $4 billion.  Since 1973, when a Constitutional
          Amendment authorizing the issuance of state general obligation
          (GO) bonds was implemented, the State has funded most of its
          capital needs through the issuance of general obligation (GO) 
          bonds.  Previously, capital requirements were funded through the















          PAGE 26
          issuance of bonds by ten separate authorities and secured by
          lease rental agreements and annual state appropriations.  The
          State Constitution permits the State to issue bonds for two types
          of public purposes: (1) general obligation debt and (2)
          guaranteed revenue debt.  The Constitution imposes certain debt
          limits and controls.  GO debt service cannot exceed 10% of total
          revenue receipts less refunds of the state treasury.  GO bonds
          have a maximum maturity of 25 years.  Currently, maximum GO debt
          service requirements are well below the legal limit and are
          estimated at 5.4% of Fiscal Year 1994 treasury receipts.  Debt
          service payments on all general obligation bonds accounted for
          4.83% of budget allotments for fiscal year 1993.  Debt levels are
          expected to increase in fiscal 1995 due to the planned issuance
          of a record amount of G.O. bonds.

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

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

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

               Financial.   To a large degree, the creditworthiness of the
          portfolio is dependent on the financial strength of the State of
          Georgia and its localities.  During the 1980s, the State's strong
          economic performance translated into solid financial performance 
          and the accumulation of substantial governmental fund balances. 















          PAGE 27
          These peaked at $2.4 billion in fiscal 1988, equal to 24% of
          expenditures.  During fiscal 1989 to 1991, the State's financial
          condition was affected by three years of revenue shortfalls
          brought on by recession.  During these periods, the Governor
          called special legislative sessions to enact sizeable spending
          cuts to achieve budget balance.  Economic conditions improved in
          1992, allowing the State to restore its financial cushion to $2.1
          billion or 15% of expenditures.  Results for fiscal 1993 showed a
          combination of this positive trend.

               A significant portion of the portfolio's assets is expected
          to be invested in the debt obligations of local governments and
          public authorities with investment grade ratings of BBB or
          higher.  While local governments in Georgia are primarily reliant
          on independent revenue sources, such as property taxes, they are 
          not immune to budget shortfalls caused by cutbacks in State aid. 
          The Fund may purchase obligations issued by public authorities in
          Georgia which are not backed by the full faith and credit of the
          State and may or may not be subject to annual appropriations from
          the State's General Fund.  Likewise, certain enterprises such as
          water and sewer systems or hospitals may be affected by changes
          in economic activity.
                      
               Sectors.  Certain areas of potential investment
          concentration present unique risks.  In 1993, $863 million of
          tax-exempt debt issued in Georgia was for public or non-profit
          hospitals.  A significant portion of the Fund's assets may be
          invested in health care issues.  Since 1983, the hospital
          industry has been under significant pressure to reduce expenses
          and shorten length of stay, a phenomenon which has negatively
          affected the financial health of many hospitals.  While each
          hospital bond issue is separately secured by the individual
          hospital's revenues, third party reimbursement sources such as
          the federal Medicare and state Medicaid programs or private
          insurers are common to all hospitals.  To the extent these payors
          reduce reimbursement levels, the individual hospitals may be
          affected.

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

              The Fund may from time to time invest in electric revenue 
          issues which have exposure to or participate in nuclear power 















          PAGE 28
          plants which could affect the issuers' financial performance. 
          Such risks include delay in construction and operation due to
          increased regulation, unexpected outages or plant shutdowns,
          increased Nuclear Regulatory Commission surveillance or
          inadequate rate relief.

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


                   RISK FACTORS ASSOCIATED WITH A FLORIDA PORTFOLIO

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

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

               As of June 30, 1993, the State of Florida had $5.6 billion
          outstanding general obligation bonds secured by the State's full
          faith and credit and taxing power.  General bonded debt service
          accounted for a modest 2% of all governmental expenditures in
          fiscal year 1993.  An additional $2.8 billion in bonds, issued by
          the State and secured by limited state tax and revenue sources 
          was outstanding as of June 30, 1993.  General obligation debt of















          PAGE 29
          the State of Florida is rated Aa by Moody's, AA by Standard &
          Poor's and AA by Fitch as of June 1, 1994.  State debt may only
          be used to fund capital outlay projects; Florida is not
          authorized to issue obligations to fund operations.

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

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

               During most of the 1980's, as Florida's population and
          employment base grew, its job growth rate was double that of the
          nation.  However, beginning in 1988, job grown slowed and 
          unemployment rates began trending above national levels.  During
          1992, Florida's unemployment rate was 8.2% versus 7.4% for the
          U.S.  In 1993, Florida's unemployment rate has fallen back into
          line with the national average.  Further drops in the
          unemployment rate are expected in 1994, as the State has
          experienced sharp job growth related to rebuilding after
          Hurricane Andrew.  State per capita income is 98% of the national
          average, well above norms for the Southeast.

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

               Under current Florida law, shares of the Fund will be exempt
          from the State's intangible personal property tax to the extent
          that on the annual assessment date (January 1) its assets are
          solely invested in Florida Municipal Obligations and U.S.
          government securities, certain short-term cash investments, or 
          other exempt securities.  There can be no assurance that this 















          PAGE 30
          exemption for Florida securities will be maintained.  Also, the
          constitutionality of the intangibles tax has been challenged in
          court.  If the constitutionality of the tax were struck down, the
          tax-favored status of Florida bonds versus other investments
          would be eliminated.

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

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

               The State's revenue structure is narrowly based, relying on
          the sales and use tax for 69% of its general revenues.  This 

          structure, combined with the effects of the recession and heavy
          spending demands, created budget shortfalls in fiscal years 1991
          and 1992.  Through mid-year spending adjustments and a draw upon
          its reserves, the State was able to achieve budget balance for
          both fiscal years.  The State's finances received a substantial
          boost in fiscal 1993 as a result of increased economic activity
          associated with rebuilding efforts after Hurricane Andrew, which
          hit south Florida on August 24, 1992.  At the end of 1993, the
          State had reserves of $969 million in the General Revenue Fund
          (7.8% of revenues), reflecting an increase of 82% over the prior
          year.  Much of the increment has been transferred to a special
          Hurricane Trust Fund for use in state and local rebuilding
          projects.  The increased economic activity and resulting higher
          state tax revenues from the hurricane rebuilding is expected to
          be sustained through 1995.

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















          PAGE 31
          raises have been curtailed to assist in controlling expenses.

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

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

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

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

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















          PAGE 32
          tax-exempt debt issued in Florida during 1993.

          All Funds

          Puerto Rico

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

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

               Debt ratios for the Commonwealth are high as it assumes much
          of the responsibility for local infrastructure.  Sizeable
          infrastructure improvements are ongoing to upgrade the island's
          water, sewer, and road systems.  The Commonwealth's general
          obligation debt is secured by a first lien on all available 
          revenues. The Commonwealth has maintained a fiscal policy which
          seeks to correlate the growth in public sector debt to the growth
          of the economic base available to service that debt.  Between
          fiscal years 1989 and 1993, debt increased 22% while gross
          product rose 25%. Short term debt remains a modest 7% of total
          debt outstanding as of June 30, 1993.  The maximum annual debt
          service requirement on Commonwealth general obligation debt
          totalled 9.6% of governmental revenues for fiscal 1992.  This is
          well below the 15% limit imposed by the Constitution of Puerto
          Rico.

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















          PAGE 33
               The Commonwealth's economy remains vulnerable to changes in
          oil prices, American trade, foreign policy, and levels of federal
          assistance.  Per capita income levels, while being the highest in
          the Caribbean, lag far behind the United States.  In November
          1993, the voters of Puerto Rico were asked in a non-binding
          referendum to consider the options of statehood, continued
          Commonwealth status, or independence.  48.4% of the voters
          favored continuation of Commonwealth status, 46.2% were for
          statehood, and 4.4% were for independence.  The status question
          appears to be settled for the time being.  Any conversion to
          statehood or independence in the future would likely have an
          adverse effect on the continuation of the Section 936 federal tax
          credit program, which has been the principal stimulus for the
          growth in Puerto Rico's manufacturing base.

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


                                 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

















          PAGE 34
          All Funds

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

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

             Municipal securities are classified by maturity as notes,
          bonds, or adjustable rate securities. 
           
                      Municipal Notes.  Municipal notes generally are used
          to provide for short-term operating or capital needs and
          generally have maturities of one year or less.  Municipal notes
          include:       

                    Tax Anticipation Notes.  Tax anticipation notes are
                    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.   















          PAGE 35
                    Tax-Exempt Commercial Paper.  Tax-exempt commercial
                    paper is a short-term obligation with a stated
                    maturity of 270 days or less.  It is issued by state
                    and local governments or their agencies to finance
                    seasonal working capital needs or as short-term
                    financing in anticipation of longer term financing.

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

                    General Obligation Bonds.  Issuers of general
                    obligation bonds include states, counties, cities,
                    towns, and special districts.  The proceeds of these
                    obligations are used to fund a wide range of public
                    projects, including construction or improvement of
                    schools, public buildings, highways and roads, and
                    general projects not supported by user fees or
                    specifically identified revenues.  The basic security
                    behind general obligation bonds is the issuer's pledge
                    of its full faith and credit and taxing power for the
                    payment of principal and interest.  The taxes that can
                    be levied for the payment of debt service may be
                    limited or unlimited as to the rate or amount of
                    special assessments.  In many cases voter approval is
                    required before an issuer may sell this type of bond.

                    Revenue Bonds.  The principal security for a revenue
                    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 















          PAGE 36
                    the state's ability (without obligation) to make up
                    deficiencies in the debt service reserve fund. 
                    Revenue bonds usually do not require prior voter
                    approval before they may be issued.

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

                    The liquidity of such securities will be determined
                    based on a variety of factors which may include, among
                    others: (1) the frequency of trades and quotes for the
                    obligation; (2) the number of dealers willing to
                    purchase or sell the security and the number of other
                    potential buyers; (3) the willingness of dealers to
                    undertake to make a market in the security; (4) the
                    nature of the marketplace trades, including, the time
                    needed to dispose of the security, the method of
                    soliciting offers, and the mechanics of transfer; and
                    (5) the rating assigned to the obligation by an
                    established rating agency or T. Rowe Price.

                    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 















          PAGE 37
                    Revenue Service, a Fund's investment in such
                    securities refunded with U.S. Treasury securities
                    will, for purposes of diversification rules applicable
                    to the Fund, be considered as an investment in the
                    U.S. Treasury securities.  

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

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

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















          PAGE 38
                     obligations.  These securities may take the following 
                     forms:

                    Variable Rate Securities.  Variable rate instruments
                    are those whose terms provide for the adjustment of
                    their interest rates on set dates and which, upon such
                    adjustment, can reasonably be expected to have a
                    market value that approximates its par value.  Subject
                    to the provisions of Rule 2a-7 under the Investment
                    Company Act of 1940 (1940 Act): (1) a variable rate
                    instrument, the principal amount of which is scheduled
                    to be paid in 397 days or less, is deemed to have a
                    maturity equal to the period remaining until the next
                    readjustment of the interest; (2) a variable rate
                    instrument which is subject to a demand feature
                    entitles the purchaser to receive the principal amount
                    of the underlying security or securities either (i)
                    upon notice of usually 30 days, or (ii) at specified
                    intervals not exceeding 397 days and upon no more than
                    30 days' notice is deemed to have a maturity equal to
                    the longer of the period remaining until the next
                    readjustment of the interest rate or the period
                    remaining until the principal amount can be recovered
                    through demand; and (3) an instrument that is issued
                    or guaranteed by the U.S. Government or any agency
                    thereof which has a variable rate of interest
                    readjusted no less frequently than every 762 days may
                    be deemed to have a maturity equal to the period
                    remaining until the next readjustment of the interest
                    rate.  Should the provisions of Rule 2a-7 change, the
                    Fund will determine the maturity of these securities
                    in accordance with the amended provisions of such
                    Rule.

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















          PAGE 39
                    Rule 2a-7 change, the Fund will determine the maturity
                    of these securities in accordance with the amended
                    provisions of such Rule.

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

                    Residual Interest Bonds (Bond Funds only).  The Funds
                    may purchase municipal bond issues that are structured
                    as two-part, residual interest bond and variable rate
                    security offerings.  The issuer is obligated only to
                    pay a fixed amount of tax-free income that is to be
                    divided among the holders of the two securities.  The
                    interest rate for the holders of the variable rate
                    securities will be determined by an auction process
                    held approximately every 35 days while the bond
                    holders will receive all interest paid by the issuer
                    minus the amount given to the variable rate security
                    holders and a nominal auction fee.  Therefore, the
                    coupon of the residual interest bonds, and thus the
                    income received, will move inversely with respect to
                    short-term, 35 day tax-exempt interest rates.  There
                    is no assurance that the auction will be successful
                    and that the variable rate security will provide
                    short-term liquidity.  The issuer is not obligated to
                    provide such liquidity.  In general, these securities
                    offer a significant yield advantage over standard
                    municipal securities, due to the uncertainty of the
                    shape of the yield curve (i.e., short-term versus
                    long-term rates)and consequent income flows. Unlike
                    many adjustable rate securities, residual interest
                    bonds are not necessarily expected to trade at par and
                    in fact present significant market risks.  In certain
                    market environments, residual interest bonds may 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















          PAGE 40
                    sold back to the third party (such as a trust, broker
                    or bank) for a predetermined price of par at stated
                    intervals.  The seller may receive a fee from the
                    Funds in connection with the arrangement.
           
                    In the case of longer-term bonds, the Funds may
                    purchase interests in a pool of municipal bonds or a
                    single municipal bond or lease without the right to
                    sell the interest back to the third party.

                    The Funds will not purchase participation interests
                    unless a satisfactory opinion of counsel or ruling of
                    the Internal Revenue Service has been issued that the
                    interest earned from the municipal securities on which
                    the Funds holds participation interests is exempt from
                    federal, state, and/or city or local income tax to the
                    Funds.  However, there is no guarantee the IRS would
                    treat such interest income as tax-exempt.

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

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

                      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 















          PAGE 41
          securities that are, or may become, available, and the Funds
          reserve the right to invest in them.

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

                                When-Issued Securities

          All Funds

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















          PAGE 42
          payment obligation).  The policies described in this paragraph
          are not fundamental and may be changed by a Fund upon notice to
          its shareholders.                                      

                                       Forwards

          Bond Funds

                 The Funds also may purchase bonds on a when-issued basis
          with longer than standard settlement dates, in some cases
          exceeding one to two years.  In such cases, the Funds must
          execute a receipt evidencing the obligation to purchase the bond
          on the specified issue date, and must segregate cash internally
          to meet that forward commitment.  Municipal "forwards" typically
          carry a substantial yield premium to compensate the buyer for the
          risks associated with a long when-issued period, including:
          shifts in market interest rates that could materially impact the
          principal value of the bond, deterioration in the credit quality
          of the issuer, loss of alternative investment options during the
          when-issued period, changes in tax law or issuer actions that
          would affect the exempt interest status of the bonds and prevent
          delivery, failure of the issuer to complete various steps
          required to issue the bonds, and limited liquidity for the buyer
          to sell the escrow receipts during the when-issued period.  Each
          Fund will not invest more than 10% of its total assets in
          forwards.

                    Investment in Taxable Money Market Securities

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

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

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
















          PAGE 43
                    Bank Obligations - certificates of deposit, bankers'
          acceptances, and other short-term obligations of U.S. and
          Canadian banks and their foreign branches;

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

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


                 Determination of Maturity of Money Market Securities

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


                            PORTFOLIO MANAGEMENT PRACTICES

                         Futures Contracts (Bond Funds only)

          Transactions in Futures

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

               The Fund will enter into futures contracts which are traded
          on national futures exchanges and are standardized as to maturity
          date 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 















          PAGE 44
          trading in the United States are regulated under the Commodity
          Exchange Act by the Commodity Futures Trading Commission
          ("CFTC").  Although techniques other than the sale and purchase
          of futures contracts could be used for the above-referenced
          purposes, futures contracts offer an effective and relatively low
          cost means of implementing the Fund's objectives in these areas.

          Regulatory Limitations

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

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

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

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















          PAGE 45

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

          Trading in Futures Contracts

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

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

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
















          PAGE 46
               If the price of an open futures contract changes (by 
          increase in the case of a sale or by decrease in the case of a
          purchase) so that the loss on the futures contract reaches a
          point at which the margin on deposit does not satisfy margin
          requirements, the broker will require an increase in the margin. 
          However, if the value of a position increases because of
          favorable price changes in the futures contract so that the
          margin deposit exceeds the required margin, the broker will pay
          the excess to the Fund.

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

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

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

















          PAGE 47
          Special Risks of Transactions in Futures Contracts

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

               Most United States futures exchanges limit the amount of
          fluctuation permitted in futures contract prices during a single
          trading day.  The daily limit establishes the maximum amount that
          the price of a futures contract may vary either up or down from
          the previous day's settlement price at the end of a trading
          session.  Once the daily limit has been reached in a particular
          type of futures contract, no trades may be made on that day at a
          price beyond that limit.  The daily limit governs only price
          movement during a particular trading day and therefore does not
          limit potential losses, because the limit may prevent the
          liquidation of unfavorable positions.  Futures contract prices
          have occasionally moved to the daily limit for several
          consecutive trading days with little or no trading, thereby
          preventing prompt liquidation of futures positions and subjecting
          some futures traders to substantial losses.

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

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















          PAGE 48
          positions or short futures positions.  The Fund may close its
          positions by taking opposite positions which would operate to 
          terminate the Fund's position in the futures contracts.  Final
          determinations of variation margin would then be made, additional
          cash would be required to be paid by or released to the Fund, and
          the Fund would realize a loss or a gain.

               Futures contracts may be closed out only on the exchange or
          board of trade where the contracts were initially traded. 
          Although the Fund intends to purchase or sell futures contracts
          only on exchanges or boards of trade where there appears to be an
          active market, there is no assurance that a liquid market on an
          exchange or board of trade will exist for any particular contract
          at any particular time.  In such event, it might not be possible
          to close a futures contract, and in the event of adverse price
          movements, the Fund would continue to be required to make daily
          cash payments of variation margin.  However, in the event futures
          contracts have been used to hedge the underlying instruments, the
          Fund would continue to hold the underlying instruments subject to
          the hedge until the futures contracts could be terminated.  In
          such circumstances, an increase in the price of underlying
          instruments, if any, might partially or completely offset losses
          on the futures contract.  However, as described below, there is
          no guarantee that the price of the underlying instruments will,
          in fact, correlate with the price movements in the futures 
          contract and thus provide an offset to losses on a futures
          contract.  

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

               Successful use of futures contracts by the Fund for hedging
          purposes is also subject to T. Rowe Price's ability to correctly
          predict movements in the direction of the market.  It is possible
          that, when the Fund has sold futures to hedge its portfolio
          against a decline in the market, the index, indices, or
          instruments underlying futures are written might advance and the
          value of the underlying instruments held in the Fund's portfolio
          might decline.  If this were to occur, the Fund would lose money















          PAGE 49
          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
          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















          PAGE 50
          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
          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.















          PAGE 51
               From time to time a single order to purchase or sell futures
          contracts (or options thereon) may be made on behalf of the Fund
          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















          PAGE 52
          of options on futures contracts and movements in the price of the
          securities hedged can only be approximate.  This risk is
          significantly increased when an option on a U.S. government
          securities future or an option on a municipal securities index
          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 53
          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 54
          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

          Bond Funds

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

                               INVESTMENT RESTRICTIONS

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

                                 Fundamental Policies

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

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

               (2)    Commodities.  Purchase or sell physical commodities;















          PAGE 55
                      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;

               (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 















          PAGE 56
                      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: 

               (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;















          PAGE 57
               (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;

               (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, 















          PAGE 58
                      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.

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
















          PAGE 59
                         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.

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

          Standard & Poor's Corporation
















          PAGE 60
               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.


                  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















          PAGE 61
          characteristics will be given a plus (+) designation.  SP-2:
          satisfactory capacity to pay principal and interest.  

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


          Fitch Investors Service, Inc.

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

          F-2: good credit quality, having a satisfactory degree of
          assurance 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.  















          PAGE 62
          F-S: weak credit quality, having characteristics suggesting a
          minimal degree of assurance for timely payment.                   
                     

                               MANAGEMENT OF THE TRUSTS

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

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















          PAGE 63
          President, JMB Realty Corporation, a national real estate
          investment manager and developer; Address: 1115 East Illinois
          Road, Lake Forest, Illinois  60045 
          ANNE MARIE WHITTEMORE, Trustee--Partner, law firm of McGuire,
          Woods, Batte & Boothe; formerly, Chairman and Director, Federal
          Reserve Bank of Richmond; Director, Owens & Minor, Inc., USF&G
          Corporation, Old Dominion University and James River Corporation;
          Member, Richmond Bar Association and American Bar Association;
          Address: One James Center, 901 East Cary Street, Richmond,
          Virginia 23219-4030
          ++MARY J. MILLER, President--Vice President, T. Rowe Price
          JANET G. ALBRIGHT, Vice President--Vice President, T. Rowe Price
          PATRICE L. BERCHTENBREITER, Vice President--Vice President, T.
          Rowe Price
          MICHAEL P. BUCKLEY, Vice President--Vice President, T. Rowe Price
          PATRICIA S. DEFORD, Vice President--Vice President, T. Rowe Price
          CHARLES B. HILL, Vice President--Assistant Vice President, T.
          Rowe Price; formerly (9/86-11/91) managed municipal bonds at
          Riggs National Bank, Washington, D.C.                   
          CHARLES O. HOLLAND, Vice President--Vice President, T. Rowe Price
          HENRY H. HOPKINS, Vice President--Managing Director, T. Rowe
          Price; Vice President and Director, T. Rowe Price Investment
          Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price
          Trust Company; Vice President, Rowe Price-Fleming International,
          Inc. and T. Rowe Price Retirement Plan Services, Inc.
          KONSTANTINE B. MALLAS, Vice President--Assistant Vice President,
          T. Rowe Price
          ALAN P. RICHMAN, Vice President--Vice President, T. Rowe Price;
          formerly (10/89-6/91) Manager, Public Finance, Credit Local de
          France, New York, New York and Public Finance, Takai Bank, New
          York, New York                       
          C. STEPHEN WOLFE, II, Vice President--Vice President, T. Rowe
          Price
          LENORA V. HORNUNG, Secretary--Vice President, T. Rowe Price
          CARMEN F. DEYESU, Treasurer--Vice President, T. Rowe Price, T.
          Rowe Price Services, Inc., and T. Rowe Price Trust Company 
          DAVID S. MIDDLETON, Controller--Vice President, T. Rowe Price, T.
          Rowe Price Services, Inc., and T. Rowe Price Trust Company
          ROGER L. FIERY, Assistant Vice President--Vice President, Rowe
          Price-Fleming International, Inc.  
          LAURA MCAREE, Assistant Vice President--Assistant Vice President,
          T. Rowe Price; formerly (4/90-11/90) trader, Boeing Company,
          Seattle, Washington and (8/87-3/90) financial analyst, Harvard
          Management Company, Boston, Massachusetts 
          HUGH D. MCGUIRK, Assistant Vice President--Assistant Vice
          President, T. Rowe Price; formerly (1987-1989) account marketing
          representative, IBM, (summer of 1990) summer associate in capital
          markets, Goldman Sachs & Company, and (1991-1993) municipal
          underwriter, Alex. Brown & Sons, Inc., Baltimore, Maryland
          +++THEODORE E. ROBSON, Assistant Vice President--Employee, T. 















          PAGE 64
          Rowe Price
          EDWARD T. SCHNEIDER, Assistant Vice President--Vice President, T.
          Rowe Price Services, Inc.
          WILLIAM F. SNIDER, Assistant Vice President--Employee, T. Rowe
          Price
          INGRID I. VORDEMBERGE, Assistant Vice President--Employee, T.
          Rowe Price

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

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

                           PRINCIPAL HOLDERS OF SECURITIES

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

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

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

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


                            INVESTMENT MANAGEMENT SERVICES

          Services

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















          PAGE 65
          responsible for effecting all security transactions on behalf of
          each Fund, including the allocation of principal business and
          portfolio brokerage and the negotiation of commissions.  In 
          addition to these services, T. Rowe Price provides each Fund with
          certain administrative services, including: maintaining each
          Trust's existence and records; registering and qualifying each
          Fund's shares of beneficial interest under federal and state
          laws; monitoring the financial, accounting, and administrative
          functions of each Fund; maintaining liaison with the agents
          employed by each Trust such as the Funds' custodian and transfer
          agent; assisting the Funds in the coordination of such agents'
          activities; and permitting T. Rowe Price employees to serve as
          officers, trustees, and committee members of the Funds without
          cost to the Funds.

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

          Management Fee

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

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

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

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















          PAGE 66
                                   0.420%  Next $1 billion
                                   0.390%  Next $1 billion
                                   0.370%  Next $1 billion
                                   0.360%  Next $2 billion
                                   0.350%  Next $2 billion
                                   0.340%  Next $5 billion
                                   0.330%  Next $10 billion
                                   0.320%  Next $10 billion
                                   0.310%  Thereafter

                      For the purpose of calculating the Group Fee, the
          Price Funds include all the mutual funds distributed by T. Rowe
          Price Investment Services, Inc. (excluding T. Rowe Price Spectrum
          Fund, Inc. and any institutional or private label mutual funds). 
          For the purpose of calculating the Daily Price Funds' Group Fee
          Accrual for any particular day, the net assets of each Price Fund
          are determined in accordance with each Fund's prospectus as of
          the close of business on the previous business day on which the
          Fund was open for business.

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

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

                 New York Money             New York Bond

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


                 California Money           California Bond

                 1994 $127,000              1994  $575,000
                 1993   96,485              1993   405,811
                 1992  161,645              1992   299,260

















          PAGE 67
                 Maryland Bond              Maryland Short-Term Bond

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


                 Virginia Bond              New Jersey Bond

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




                 Florida Tax-Free           Georgia Bond

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

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

          Limitation on Fund Expenses

          All Funds

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















          PAGE 68
          month's management fee will be reduced or postponed, with any
          adjustment made after the end of the year.

          New York and California Funds

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

               Effective November 7, 1990, T. Rowe Price agreed to waive 
          its fees and bear any expenses through February 28, 1993, to the
          extent such fees or expenses would cause the Funds' ratio of
          expenses to average net assets to exceed 0.55% for the Money
          Funds and 0.60% for the Bond Funds.  Effective March 1, 1993, T.
          Rowe Price agreed to extend the Money Funds' 0.55% and the Bond
          Funds' 0.60% expense limitations for a period of two years
          through February 28, 1995.  Fees waived or expenses paid or
          assumed under each agreement are subject to reimbursement to T.
          Rowe Price by the Funds whenever the expense ratio is below 0.55%
          for the Money Funds and 0.60% for the Bond Funds; however, no
          reimbursement will be made after February 28, 1995 (for the first
          agreement) or February 28, 1997 (for the second agreement) or if
          it would result in the expense ratio exceeding 0.55% for the
          Money Fund and 0.60% for the Bond Funds.

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

          Maryland Short-Term Tax-Free Bond Fund
















          PAGE 69
               In the interest of limiting the expenses of the Fund during
          its initial period of operations, T. Rowe Price has agreed to
          waive its fees and bear any expenses through February 28, 1995,
          to the extent such fees or expenses would cause the Fund's ratio
          of expenses to average net assets to exceed 0.65%.  However, any
          fees waived or expenses paid or assumed by T. Rowe Price pursuant
          to this expense ratio limitation is subject to reimbursement by
          the Fund to T. Rowe Price whenever the Fund's expense ratio is
          below 0.65%, provided, that no such reimbursement shall be made
          to T. Rowe Price after February 28, 1997, and any such
          reimbursement shall only be made to the extent that it does not
          result in the Fund's aggregate expenses exceeding an expense
          ratio limitation of 0.65%  The Management Agreement also provide
          that one or more additional expense limitation periods (of the
          same or different time periods) may be implemented after the 
          expiration of the current one on February 28, 1995, and that with
          respect to any such additional limitation period, the Fund may
          reimburse T. Rowe Price, provided the reimbursement does not
          result in the Fund's aggregate expense exceeding the additional
          expense limitation.  Pursuant to its present expense limitation,
          $146,000 of management fees were not accrued by the Maryland
          Short-Term Fund for the year ended February 28, 1994. 
          Additionally, $11,000 of unaccrued fees and expenses from the
          prior period are subject to future reimbursement.

          Virginia Tax-Free and New Jersey Funds

               In the interest of limiting the expenses of each Fund during
          its initial periods of operations, T. Rowe Price agreed to waive
          its fees and bear any expenses through February 28, 1993, to the
          extent such fees or expenses would cause each Fund's ratio of
          expenses to average net assets to exceed 0.65%.  Effective March
          1, 1993, T. Rowe Price agreed to extend each Fund's 0.65% expense
          limitation for a period of two years through February 28, 1995. 
          Fees waived or expenses paid or assumed under each agreement are
          subject to reimbursement to T. Rowe Price by the Funds whenever a
          Fund's expense ratio is below 0.65%; however, no reimbursement 
          will be made after February 28, 1995 (for the first agreement) or
          February 28, 1997 (for the second agreement), or if it would
          result in the expense ratio exceeding 0.65%.  The Management
          Agreement also provides that one or more additional expense
          limitation periods (of the same or different levels and time
          periods) may be implemented after the expiration of the current
          one on February 28, 1995, and that with respect to any such
          additional limitation period, the Fund may reimburse T. Rowe
          Price, provided the reimbursement does not result in the Fund's
          aggregate expense exceeding the additional expense limitation. 
          Pursuant to the past and present expense limitations, $144,000 of
          management fees were not accrued by the New Jersey Fund for the
          year ended February 28, 1994.  Pursuant to Virginia Bond Fund's 















          PAGE 70
          present expense limitation, $119,000 of management fees were not
          accrued by the Fund for the year ended February 28, 1994. 
          Additionally, $260,000 and $292,000 of unaccrued fees and
          expenses for the New Jersey and Virginia Funds, respectively,
          from the prior period are subject to reimbursement through
          February 28, 1995.

          Georgia Fund

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

          Florida Fund

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















          PAGE 71
          exceeding the additional expense limitation.  Pursuant to the
          present expense limitation, $77,000 of management fees for the
          Florida Insured Fund were not accrued for the 11 months ended
          February 28, 1994, and $53,000 of other Fund expenses for the
          Florida Insured Fund were borne by T. Rowe Price and are subject
          to future reimbursement.

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


                              DISTRIBUTOR FOR THE TRUSTS

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

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

                      Investment Services serves as distributor to the
          Trusts pursuant to an Underwriting Agreement ("Underwriting
          Agreement"), which provides that each Fund will pay all fees and
          expenses in connection with: registering and qualifying its
          shares under the various state "blue sky" laws; preparing, 
          setting in type, printing, and mailing its prospectuses and
          reports to shareholders; and issuing its shares, including
          expenses of confirming purchase orders.

                      The Underwriting Agreement provides that Investment
          Services will pay all fees and expenses in connection with:
          printing and distributing prospectuses and reports for use in 















          PAGE 72
          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.  The Bank's
          main office is 225 Franklin Street, Boston, Massachusetts 02110.  


                                    CODE OF ETHICS

                 The Fund's investment adviser (T. Rowe Price) has a
          written Code of Ethics which requires all employees to obtain
          prior clearance before engaging in any personal securities
          transactions.  In addition, all employees must report their
          personal securities transactions within ten days of their
          execution.  Employees will not be permitted to effect
          transactions in a security:  If there are pending client orders
          in the security; the security has been purchased or sold by a
          client within seven calendar days; the security is being
          considered for purchase for a client; a change has occurred in T.
          Rowe Price's rating of the security within five days; or the
          security is subject to internal trading restrictions.  In
          addition, employees are prohibited from engaging in short-term
          trading (e.g., purchases and sales involving the same security
          within 60 days).  Any material violation of the Code of Ethics is
          reported to the Board of the Fund.  The Board also reviews the
          administration of the Code of Ethics on an annual basis.

















          PAGE 73
                                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 
          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















          PAGE 74
          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,
          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















          PAGE 75
          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
          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, 















          PAGE 76
          and attempts to allocate a portion of its brokerage business in
          response to these assessments.  Research analysts, counselors,
          various investment committees, and the Trading Department each
          seek to evaluate the brokerage and research services they receive
          from brokers or dealers and make judgments as to the level of
          business which would recognize such services.  In addition, 
          brokers or dealers sometimes suggest a level of business they
          would like to receive in return for the various brokerage and
          research services they provide.  Actual brokerage received by any
          firm may be less than the suggested allocations but can, and
          often does, exceed the suggestions, because the total business is
          allocated on the basis of all the considerations described above. 
          In no case is a broker or dealer excluded from receiving business
          from T. Rowe Price because it has not been identified as
          providing research services.

          Miscellaneous


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

                 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 















          PAGE 77
          transactions at various prices on a given day, each participating
          client's proportionate share of such order reflects the average
          price paid or received with respect to the total order.  T. Rowe
          Price has established a general investment policy that it will
          ordinarily not make additional purchases of a common stock of a
          company for its clients (including the T. Rowe Price Funds) if,
          as a result of such purchases, 10% or more of the outstanding
          common stock of such company would be held by its clients in the
          aggregate.

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

          Other

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

                                      1994         1993        1992

          New York Tax-Free
            Money Fund           $314,975,000 $347,427,000 $299,660,921
          New York Tax-Free
            Bond Fund             443,455,000  190,586,907  164,550,541
          California Tax-Free
            Money Fund            142,908,000  500,683,740  397,543,189
          California Tax-Free
            Bond Fund             544,865,000  348,247,460  322,295,244
          Maryland Tax-Free
            Bond Fund             815,516,000  743,400,957  626,731,719
          Maryland Short-Term
            Tax-Free Bond         232,994,000  34,180,169+           **
          Virginia Tax-Free
            Bond Fund             477,407,000  325,426,540  153,467,552++
          New Jersey Tax-Free
            Bond Fund             201,915,000  164,425,076   59,350,772++
          Georgia Tax-Free
            Bond Fund            112,606,000*           **           **
















          PAGE 78
          Florida Insured
            Intermediate 
            Tax-Free Fund        142,908,000*           **           **

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

                                      1994         1993        1992

          New York Tax-Free
            Money Fund           $314,975,000 $343,371,806 $299,660,921
          New York Tax-Free
            Bond Fund             413,748,000  176,478,095  160,348,191
          California Tax-Free
            Money Fund            340,724,000  500,683,740  397,543,189
          California Tax-Free
            Bond Fund             492,219,000  335,622,104  321,362,444
          Maryland Tax-Free
            Bond Fund             667,535,000  691,453,707  625,978,367
          Maryland Short-Term
            Tax-Free Bond Fund    221,759,000  33,681,314+           **
          Virginia Tax-Free
            Bond Fund             430,706,000  318,014,247  151,864,022++
          New Jersey Tax-Free
            Bond Fund             192,008,000  162,241,723   58,359,257++
          Georgia Tax-Free
            Bond Fund             108,245,000            *           ****
          Florida Insured
            Intermediate 
            Tax-Free Fund         136,112,000            *           ****
            
                     The following amounts involved trades with brokers
          acting as agents or underwriters for the fiscal years ended
          February 28, 1994, February 28, 1993, and February 29, 1992:

                                      1994         1993        1992

          New York Tax-Free
            Money Fund                   $  0   $4,055,019      $  0   
          New York Tax-Free
            Bond Fund              29,707,000   14,108,812    4,202,350
          California Tax-Free
            Money Fund                      0            0            0
          California Tax-Free
            Bond Fund              52,646,000   12,625,356      932,800
          Maryland Tax-Free
            Bond Fund             147,981,000   51,947,250      736,464















          PAGE 79
          Maryland Short-Term
            Tax-Free Bond Fund     11,235,000     498,855+           **
          Virginia Tax-Free
            Bond Fund              46,702,000    7,412,293  1,603,530++
          New Jersey Tax-Free
            Bond Fund               9,907,000    2,183,353    991,515++
          Georgia Tax-Free
            Bond Fund              4,360,000*           **           **
          Florida Insured
            Intermediate 
            Tax-Free Fund          6,796,000*           **             **

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

                                            1994       1993        1992

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

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

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

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

                                            1994        1993       1992

          New York Tax-Free Money Fund     N/A          N/A       N/A















          PAGE 80
          New York Tax-Free Bond Fund       84.9%        41.5%     48.7% 
          California Tax-Free Money Fund   N/A          N/A       N/A
          California Tax-Free Bond Fund     73.4%        57.5%     80.3%  
          Maryland Tax-Free Bond Fund       24.3%        22.3%     21.9% 
          Maryland Short-Term               20.5%        96.9%+    **
           Tax-Free Bond Fund
          Virginia Tax-Free Bond Fund       61.8%        68.5%     76.3%++
          New Jersey Tax-Free Bond Fund     68.8%       103.3%    152.2%++
          Georgia Tax-Free Bond Fund       154.8%*       **        **
          Florida Insured Intermediate      70.6%*       **        **
           Tax-Free Fund

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

                         PRICING OF SECURITIES BEING OFFERED

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

                    Except with respect to certain securities held by the
          Money Funds, securities with remaining maturities less than one
          year are stated at fair value which is determined by using a
          matrix system that establishes a value for each security based on
          bid-side money market yields.  Securities originally purchased by
          the Money Funds with remaining maturities of 60 days or less are
          valued at amortized cost.  In addition, securities purchased by
          the Money Funds with maturities in excess of 60 days, but which
          currently have maturities of 60 days or less, are valued at their
          amortized cost for the 60 days prior to maturity--such
          amortization being based on the fair value of the securities on
          the 61st day prior to maturity.

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

                    Assets and liabilities for which the above valuation 















          PAGE 81
          procedures are inappropriate or are deemed not to reflect fair
          value are stated at fair value, as determined in good faith by or
          under the supervision of officers of the Funds, as authorized by
          its Board of Trustees.

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

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

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

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

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















          PAGE 82
                       the market based net asset value per share.

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

                              NET ASSET VALUE PER SHARE

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















          PAGE 83
          Commission (or any succeeding governmental authority) shall
          govern as to whether the conditions prescribed in (b), (c), or
          (d) exist. 

                                      DIVIDENDS

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

                                      TAX STATUS

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

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

                        At the time of your purchase, each Fund's net asset
          value may reflect undistributed capital gains or net unrealized
          appreciation of securities held by the Funds.  A subsequent
          distribution to you of such amounts, although constituting a
          return of your investment, would be taxable as a capital gain
          distribution.  For federal income tax purposes, the Funds are
          permitted to carry forward its net realized capital losses, if
          any, for eight years and realize net capital gains up to the
          amount of such losses without being required to pay taxes on, or
          distribute such gains.  On May 31, 1994, the books of each Fund
          indicated that the Fund's aggregate net assets included:
























          PAGE 84
                                            Realized Capital   Unrealized
                                             Gains/(Losses)   Appreciation
                                            ________________  ____________

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

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

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

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















          PAGE 85
          before purchasing shares of a Fund.  The income from such bonds
          may not be tax exempt for such substantial users.  

          Georgia Tax-Free Bond Fund

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

          Florida Insured Intermediate Tax-Free Fund

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

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

                                  YIELD INFORMATION
          Bond Funds

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

               An income factor is calculated for each security in the
          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 















          PAGE 86
          portfolio.  Next, expenses of each Fund for the period net of
          expected reimbursements are deducted from the income to arrive at
          net income, which is then converted to a per-share amount by
          dividing net income by the average number of shares outstanding
          during the period.  The net income per share is divided by the
          net asset value on the last day of the period to produce a
          monthly yield which is then annualized.  A taxable equivalent
          yield is calculated by dividing this yield by one minus the sum
          of the effective federal, state, and/or city or local income tax
          rates.  Quoted yield factors are for comparison purposes only,
          and are not intended to indicate future performance or forecast
          the dividend per share of each Fund.

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

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

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

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

          +   Assumes a state tax bracket of 7.59% and a local tax bracket
              of 4.4%
          ++  Assumes a state tax bracket of 10.0%.
          +++ Assumes a state tax bracket of 6.0% and a local tax bracket
              of 3.0%.
          *   Assumes a state tax bracket of 5.75%.
          **  Assumes a state tax bracket of 6.65%.
          *** Assumes a state tax bracket of 6.0%.
          **** Assumes an intangible tax rate of 0.2%.
















          PAGE 87
               The tax equivalent yields (assuming a federal tax bracket of
          28.0%) for each Fund for the same period were as follows:

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

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

          New York Money and California Money Funds

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

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

                                          Current  Compound
                                           Yield    Yield
                                          _______  ________

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

               From time to time, a Fund may also illustrate the effect of
          tax equivalent yields using information such as that set forth
          below:
















          PAGE 88
                            TAX-EXEMPT VS. TAXABLE YIELDS


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

             Joint Return      Single Return                       Combined
                                              Federal+State Local#  Mar-
                                                                   ginal**
                                                               
          _________________________________________________________________
          $25,001-  $38,000  $12,501-   $22,750  15.0   7.59   4.4     25.2
           38,001-   91,850   22,751-    55,100  28.0   7.59   4.4     36.6
           91,851-  140,000   55,101-   115,000  31.0   7.59   4.5     39.3
          140,001-  250,000  115,001-   250,000  36.0   7.59   4.5     43.7
          250,001 and above  250,001 and above   39.6   7.59   4.5     46.9
          _________________________________________________________________
          A Tax-Exempt Yield Of:
             3%     4%    5%     6%     7%    8%     9%    10%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
             4.01  5.35   6.68   8.02   9.36  10.70   12.03 13.37
             4.73  6.31   7.89   9.46   11.04 12.62   14.20 15.77
             4.94  6.59   8.24   9.88   11.53 13.18   14.83 16.47
             5.33  7.10   8.88   10.66  12.43 14.21   15.99 17.76
             5.65  7.53   9.42   11.30  13.18 15.07   16.95 18.83

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


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

               Joint Return         Single Return                 Combined
                                                   Federal+ State   Mar-
                                                                  ginal**
                                                               
          _________________________________________________________________
          $34,907-  $38,000       $17,453-   $22,750    15.0   6.0     20.1
           38,001-   48,456        22,751-    24,228    28.0   6.0     32.3
           48,457-   61,240        24,229-    30,620    28.0   8.0     33.8















          PAGE 89
           61,241-   91,850        30,621-    55,100    28.0   9.3     34.7
           91,851-  140,000        55,101-   106,190    31.0   9.3     37.4
                                  106,191-   115,000    31.0   10.0    37.9
          140,001-  212,380                             36.0   9.3     42.0
          _________________________________________________________________
          A Tax-Exempt Yield Of:
             3%     4%    5%     6%     7%    8%     9%    10%
                    Is Equivalent to a Taxable Yield of:
          _________________________________________________________________
             3.75  5.01   6.26   7.51   8.76  10.01  11.26 12.52
             4.43  5.91   7.39   8.86   10.34 11.82  13.29 14.77
             4.53  6.04   7.55   9.06   10.57 12.08  13.60 15.11
             4.59  6.13   7.66   9.19   10.72 12.25  13.78 15.31
             4.79  6.39   7.99   9.58   11.18 12.78  14.38 15.97
             4.83  6.44   8.05   9.66   11.27 12.88  14.49 16.10
             5.17  6.90   8.62   10.34  12.07 13.79  15.52 17.24
             5.21  6.94   8.68   10.42  12.15 13.89  15.63 17.36
             5.26  7.02   8.77   10.53  12.28 14.04  15.79 17.54
             5.51  7.35   9.19   11.03  12.87 14.71  16.54 18.38
             5.58  7.43   9.29   11.15  13.01 14.87  16.73 18.59

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






































          PAGE 90
          Maryland Funds
          _________________________________________________________________
          Your Taxable Income (1994)*               Marginal Tax Rates

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


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

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


























          PAGE 91
          New Jersey Fund
          _________________________________________________________________
          Your Taxable Income (1994)*               Tax Rates

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

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























          PAGE 92
          Virginia Fund
          _________________________________________________________________
          Your Taxable Income (1994)*               Marginal Tax Rates

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

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





































          PAGE 93
          Georgia Tax-Free Bond Fund

          _________________________________________________________________
          Your Taxable Income (1994)*               Tax Rates

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




































          PAGE 94
          Florida Fund

                     EFFECTIVE YIELD FACTORING IN INTANGIBLES TAX

          _________________________________________________________________
          Your Taxable Income (1994)*

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

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

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

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

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















          PAGE 95
            4.69  6.25  7.81   9.38   10.94 12.50   14.06  15.63 17.19
            4.79  6.35  7.91   9.48   11.04 12.60   14.16  15.73 17.29
            4.89  6.45  8.01   9.58   11.14 12.70   14.26  15.83 17.39
          ________________________________________________________________
            4.97  6.62  8.28   9.93   11.59 13.25   14.90  16.56 18.21
            5.07  6.72  8.38   10.03  11.69 13.35   15.00  16.66 18.31
            5.17  6.82  8.48   10.13  11.79 13.45   15.10  16.76 18.41
          _________________________________________________________________

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


















































          PAGE 96
                                INVESTMENT PERFORMANCE

          Total Return Performance

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


                         Cumulative Performance Percentage Change

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


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























          PAGE 97
                       Average Annual Compound Rates of Return
                                                                Since
                                               1 Year  5 Years Inception
                                      Inception Ended   Ended Date through
                                        Date   2/28/94 2/28/94  2/28/94
                                      ________________ ___________________

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

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















          PAGE 98
          #     If you invested $1,000 at inception, the annualized total
                return of the Florida Insured Fund on 2/28/94 would be
                $68.40 ($1,000 x .0684).  Assumes purchase of one share of
                the Florida Insured Fund at the inception price of $10.00
                on 3/31/93.
          ##    If you invested $1,000 at inception, the annualized total
                return of the Georgia Bond Fund on 2/28/94 would be $84.50
                ($1,000 x .0845).  Assumes purchase of one share of the
                Georgia Bond Fund at the inception price of $10.00 on
                3/31/93.

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

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

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

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

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

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

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

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















          PAGE 99
          state and/or city income taxation; 

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

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

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

          New York and California Funds only

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

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

          All Funds

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

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

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
















          PAGE 100
          Other Features and Benefits

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

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

          Other Publications

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
















          PAGE 101
                 Unlike the T. Rowe Price funds, many mutual funds charge
          sales fees to investors or use fund assets to finance
          distribution activities.  These fees are in addition to the
          normal advisory fees and expenses charged by all mutual funds. 
          There are several types of fees charged which vary in magnitude
          and which may often be used in combination.  A sales charge (or
          "load") can be charged at the time the fund is purchased
          (front-end load) or at the time of redemption (back-end load). 
          Front-end loads are charged on the total amount invested. 
          Back-end loads or "redemption fees" are charged either on the
          amount originally invested or on the amount redeemed.  12b-1
          plans allow for the payment of marketing and sales expenses from
          fund assets.  These expenses are usually computed daily as a
          fixed percentage of assets.

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

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

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

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

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















          PAGE 102
            to Account      $10,000  $10,000   $ 9,800 $ 9,150  $10,000
          Compounded at 6%
            For Ten Years   $17,908  $17,908   $17,550 $16,386  $16,196
          Less Redemption Fee   N/C     (179)     (176)     N/C     N/C
                            _______   _______   _______ _______ _______
          Total After
            10 Years        $17,908  $17,729   $17,374 $16,386  $16,196
            Net Charges          $0    ($179)    ($376)  ($850)($1,332)

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

          Redemptions in Kind

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

          Issuance of Fund Shares for Securities

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

                              ORGANIZATION OF THE TRUSTS

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

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















          PAGE 103
          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
          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.















          PAGE 104
          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.    


                       FEDERAL AND STATE REGISTRATION OF SHARES

          Each Fund's shares are registered for sale under the Securities
          Act of 1933 and each Fund or their shares are registered under
          the laws of all states which require registration, as well as the
          District of Columbia and Puerto Rico.                             
                 


                                    LEGAL COUNSEL

          Shereff, Friedman, Hoffman & Goodman, L.L.P. whose address is 919
          Third Avenue, New York, New York 10022, is legal counsel to the
          Funds.                                


                               INDEPENDENT ACCOUNTANTS

          Georgia Fund

          Price Waterhouse, LLP, 7 St. Paul Street, Suite 1700, Baltimore,
          Maryland 21202, are independent accountants to the Fund.  The
          financial statements of the Georgia Fund for the fiscal year
          ended February 28, 1994 and the report of independent accountants
          are included in the Fund's Annual Report for the fiscal year
          ended February 28, 1994 on page 14.  Also included are the
          unaudited financial statements of the Fund dated August 31, 1994,
          on pages 4-10.  A copy of the Annual and Semi-Annual Reports
          accompanies this Statement of Additional Information.  















          PAGE 105
          The following financial statements and the report of independent
          accountants appearing in the Annual Report for the fiscal year
          ended February 28, 1994, and the unaudited financial statements
          for the Fund's Semi-Annual Report dated August 31, 1994, are
          incorporated into this Statement of Additional Information by
          reference:  



          All Funds except Georgia Fund

          Coopers & Lybrand, L.L.P., 217 East Redwood Street, Baltimore,
          Maryland 21202, are independent accountants to the Trusts.  The
          financial statements of the New York, California, Maryland,
          Virginia Tax-Free Bond, New Jersey, and Florida Funds for the
          fiscal year ended February 28, 1994 and the report of independent
          accountants, are included in each Fund's Annual Report for the
          fiscal year ended February 28, 1994 on pages 7-19, 8-19, 9-26, 6-
          14, 7-15, and 6-15, respectively.  Also included are the
          unaudited financial statements of the Funds dated August 31,
          1994, on pages 5-15, 5-15, 9-22, 4-11, 5-11, 4-11, respectively. 
          A copy of each Annual and Semi-Annual Report accompanies this
          Statement of Additional Information.  The following financial
          statements and the report of independent accountants appearing in
          each Annual Report for the fiscal year ended February 28, 1994,
          and the unaudited financial statements for the Funds' Semi-Annual
          Report dated August 31, 1994, are incorporated into this
          Statement of Additional Information by reference: 
           

                                                         New York
                                                      Funds' Annual
                                                       Report Page
                                                       ____________

             Report of Independent Accountants               19
             Portfolio of Investments,
               February 28, 1994                           7-11
             Statement of Assets and Liabilities,
               February 28, 1994                            12
             Statement of Operations, year ended
               February 28, 1994                            13
             Statement of Changes in Net Assets, 
               years ended February 28, 1994                14
               and February 28, 1993
             Notes to Financial Statements,
               February 28, 1994                          15-16
             Financial Highlights                         17-18

                                               















          PAGE 106
                                                         New York
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 5-10
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  11
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 12
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                13-14
             Financial Highlights                         14-15


















































          PAGE 107
                                                        California
                                                      Funds' Annual
                                                       Report Page
                                                      _____________

             Report of Independent Accountants               19
             Portfolio of Investments
               February 28, 1994                           8-12
             Statement of Assets and Liabilities,
               February 28, 1994                            13
             Statement of Operations,
               year ended February 28, 1994                 14
             Statement of Changes in Net Assets,
               years ended February 28, 1994
               and February 28, 1993                        15
             Notes to Financial Statements, 
               February 28, 1994                          16-17
             Financial Highlights                           18




                                                       California 
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 5-10
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  11
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 12
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                13-14
             Financial Highlights                         14-15




























          PAGE 108
                                                        Maryland 
                                                       Fund's Annual
                                                       Report Page
                                                    __________________

             Report of Independent Accountants               26
             Statement of Net Assets,
               February 28, 1994                           9-16
             Statement of Operations, 
               year ended February 28, 1994                 20
             Statement of Changes in Net Assets,
               years ended February 28, 1994 and
               February 28, 1993                            21
             Notes to Financial Statements,
               February 28, 1994                          22-23
             Financial Highlights                           24


                                                        Maryland 
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 9-16
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  17
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 18
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                19-20
             Financial Highlights                         21-22


                                               





























          PAGE 109
                                                         Virginia
                                                      Fund's Annual
                                                       Report Page
                                                      _____________

             Report of Independent Accountants              14
             Portfolio of Investments,
               February 28, 1994                           6-8
             Statement of Assets and Liabilities,
               February 28, 1994                            9
             Statement of Operations, 
               year ended February 28, 1994                 10
             Statement of Changes in Net Assets,
               years ended February 28, 1994 and
               February 28, 1993                            11
             Notes to Financial Statements,
               February 28, 1994                          11-12
             Financial Highlights                           13



                                                         Virginia
                                                    Funds'Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 4-6
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  7
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 8
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                 9-10
             Financial Highlights                           11

                                               



























          PAGE 110
                                                        New Jersey
                                                      Fund's Annual
                                                       Report Page
                                                       ___________

             Report of Independent Accountants               15
             Portfolio of Investments,
               February 28, 1994                           7-9
             Statement of Assets and Liabilities,
               February 28, 1994                            10
             Statement of Operations, 
               year ended February 28, 1994                 11
             Statement of Changes in Net Assets,
               years ended February 28, 1994 and
               February 28, 1993                            12
             Notes to Financial Statements,
               February 28, 1994                          12-13
             Financial Highlights                           14

                                               
                                                        New Jersey
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 5-7
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  8
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 9
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                  11
             Financial Highlights                           11

                                               




























          PAGE 111
                                                         Florida
                                                      Fund's Annual
                                                       Report Page
                                                      _____________

             Report of Independent Accountants               15
             Portfolio of Investments,
               February 28, 1994                           6-8
             Statement of Assets and Liabilities,
               February 28, 1994                            9
             Statement of Operations, 
               year ended February 28, 1994                 16
             Statement of Changes in Net Assets,
               year ended February 28, 1994                 11
             Notes to Financial Statements,
               February 28, 1994                          12-13
             Financial Highlights                           14


                                                         Florida
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________
             Portfolio of Investments,
               August 31, 1994 (Unaudited)                 4-5
             Statement of Assets and Liabilities,
               August 31, 1994 (Unaudited)                  6
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  7
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 8
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                 9-10
             Financial Highlights                           11






























          PAGE 112
                                                         Georgia
                                                      Fund's Annual
                                                       Report Page
                                                       ___________

             Report of Independent Accountants               14
             Portfolio of Investments,
               February 28, 1994                           6-7
             Statement of Assets and Liabilities,
               February 28, 1994                            8
             Statement of Operations, 
               year ended February 28, 1994                 9
             Statement of Changes in Net Assets,
               year ended February 28, 1994                 10
             Notes to Financial Statements,
               February 28, 1994                          11-12
             Financial Highlights                           13


                                               
                                                         Georgia
                                                    Funds' Semi-Annual
                                                       Report Page
                                                       ____________

             Statement of Net Assets,
               August 31, 1994 (Unaudited)                 4-5
             Statement of Operations, six months ended
               August 31, 1994 (Unaudited)                  6
             Statement of Changes in Net Assets, 
               six months ended August 31, 1994
               and year ended February 28, 1994 (Unaudited) 7
             Notes to Financial Statements,
               August 31, 1994 (Unaudited)                 8-9
             Financial Highlights                           10































          


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