PRICE T ROWE NEW INCOME FUND INC
N-30D, 1998-06-30
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- --------------------------------------------------------------------------------
                                  T. Rowe Price
- --------------------------------------------------------------------------------
                                  Annual Report
                                 New Income Fund
- --------------------------------------------------------------------------------
                                 May 31, 1998
- --------------------------------------------------------------------------------

REPORT HIGHLIGHTS
================================================================================

New Income Fund

*    The bond market  environment  was  favorable for most of your fund's fiscal
     year ended May 31, although  interest rates declined more in the first half
     than in the second.

*    Among high-quality bonds,  30-year Treasury bonds posted the best six-month
     returns, but corporates also performed well.

*    The fund's 6- and 12-month returns of 3.92% and 10.84%, respectively,  were
     in line with its peer group but  slightly  lower than the Lehman  Aggregate
     Bond Index.

*    We focused on income,  reducing U.S. Treasury bonds and increasing holdings
     of corporate bonds as the U.S. economy remained healthy.

*    Our outlook for the bond market is positive, as we see little likelihood of
     a   tighter   monetary   policy   unless   inflationary   pressures   build
     significantly.
<PAGE>

Fellow Shareholders

Fixed income  investors  continued to enjoy solid returns  during the six months
ended May 31 against a backdrop of declining  interest  rates and low inflation.
Long-term Treasury bonds provided the highest returns,  reflecting their extreme
sensitivity to interest rate changes, but corporate bonds also performed well as
the  economy  maintained  its  momentum.  Mortgage-backed  securities  lagged as
homeowners took advantage of attractive mortgage rates to refinance their loans.

     [Interest  Rate Levels - a 3-line chart showing the 30-year  Treasury Bond,
5- year  Treasury  Note and 1-year  Treasury  Bill  yields  from to  11/30/97 to
5/31/98.]

Market Environment

     Interest rates fell  approximately one percentage point over the past year,
with about  one-quarter of the move occurring in the past six months.  In recent
months,  long-term rates declined more than short-term,  causing the yield curve
to flatten.  For instance,  a year ago, the 30-year Treasury bond yield of 6.99%
was 113 basis points higher than the one-year Treasury bill yield, but on May 31
the  difference  was only 40 basis points (100 basis points equal one  percent).
This means that any move to long  maturities in the U.S.  government  market now
brings a relatively small pickup in income.

     The  performance  of  mortgage-backed  securities  was  hindered by a sharp
increase  in  prepayments,  reflected  in the new high  reached by the  Mortgage
Bankers  Association  Refinancing  Index in January.  Rising property  values, a
strong housing market, and attractive interest rates inspired many homeowners to
change the terms of their mortgages and perhaps their addresses, also.

     The economy's  consistent strength and momentum in recent years resulted in
some credit trends that  interested  us as portfolio  managers.  In  particular,
credit rating  agencies  issued far more upgrades than  downgrades for corporate
bonds in the BBB and BB+ sectors,  which  straddle  the line between  investment
grade (BBB) and noninvestment grade (BB). Prices of upgraded bonds rise as their
yields adjust lower.  As you know, your fund's  investment  program was recently
amended  to allow  purchases  of such  "split-rated"  bonds  (up to 15% of total
assets), and we began to take advantage of that increased flexibility.

================================================================================
Performance Comparison
- --------------------------------------------------------------------------------
Periods Ended 5/31/98                         6 Months           12 Months
- --------------------------------------------------------------------------------
New Income Fund                                  3.92%              10.84%
Lehman Aggregate Bond Index                      4.09               10.91
Lipper Average of Corporate
Bond Funds A-Rated                               3.93               10.85
================================================================================
<PAGE>

Performance Review

     Your fund provided solid returns for both the 6- and 12-month  periods that
were in line with its Lipper peer group  average.  Returns were  slightly  lower
than those of the benchmark Lehman index, due in part to the greater exposure of
the index to long Treasury  securities,  which performed well. The fund's income
return was boosted in both periods by appreciation, as the share price rose from
$8.77 to $9.09 over the 12 months,  but most of the gain  belonged  to the first
half of the fiscal year-June through November.

Strategy

     The overall aim of our portfolio  adjustments  during the period was to lay
the groundwork for higher income in future months.  Not only is this  consistent
with the  fund's  goal as  prescribed  in the  prospectus,  but  income  has the
advantage of always contributing positively to total return. Toward this end, we
analyzed  credit trends across a number of U.S. and foreign markets in search of
securities that fit our investment  program but offered a yield advantage.  This
led us to so-called Yankee bonds,  which are issued by foreign companies but are
denominated in U.S. dollars and traded in the U.S. These bonds,  representing 10
countries and a variety of industries,  composed  almost 15% of the portfolio at
the close of the period and are included in the "corporate  bond" section of the
Security Diversification chart. We also took advantage of our new ability to buy
some   corporate    bonds   that   may   carry   both    investment-grade    and
noninvestment-grade  ratings.  As a result of this  strategy,  our  holdings  of
corporate bonds and asset-backed securities rose to 64% from 41% six months ago.

     [A  pie  chart  "Security  Diversification"  showing  U.S.  government  and
agencies,  8%;  mortgage-backed  securities 27%;  corporate bonds 64%, Other and
reserves 1%.]

     We  trimmed  but   otherwise   maintained  a   significant   commitment  to
mortgage-backed  securities  because they offer high income and also high credit
quality.  Our holdings here are issued by Ginnie Mae (GNMA),  which is an agency
of  the  Department  of  Housing  and  Urban   Development,   and  by  the  U.S.
government-sponsored agencies, Fannie Mae and Freddie Mac. Within this universe,
we look for  securities  backed by  mortgages  that  should be less likely to be
prepaid,  such as  those  over  two  years  old or with  low  balances.  We also
purchased CMOs (collateralized mortgage obligations) and asset-backed securities
that are structured so that they are protected from  prepayments and still offer
attractive  yields.  And last, we largely eliminated our holdings of longer-term
Treasuries to redeploy the assets in higher-yielding corporates. Our holdings of
Tennessee Valley Authority securities and Fannie Mae debentures provide much the
same liquidity and high quality as Treasuries, but also higher income.

<PAGE>

Outlook

     The economy  remains in good shape.  GDP was strong for the first  quarter,
and unemployment is at an 18-year low of 4.3%. However, inventories are building
up, and we expect a slowing of growth in the second quarter. Asia's problems are
starting to affect the domestic  market and should  remain an issue for at least
the  next  two  quarters,  preventing  our  own  economy  from  overheating  and
forestalling a tightening of monetary policy by the Federal Reserve.

     We expect  stable  interest  rates but with a  slightly  downward  drift as
inflation remains in check. In this environment, we believe mortgage prepayments
will  remain  fairly  high but feel  comfortable  with our  current  strategy of
holding mortgage  securities with some protection against  prepayments.  We will
continue to make use of our extensive  in-house research  resources to find debt
securities  that will help us provide a high level of income  while  maintaining
the fund's overall investment-grade credit quality.

     For the past year,  bond  investors and your fund have  benefited  from the
appreciation that accompanies falling rates. While we may see some more of this,
we believe  returns in the coming months may be driven  primarily by income and,
therefore, may be more modest than those of the past year.

Respectfully submitted,

/s/

Peter Van Dyke
President and Chairman of the Investment Advisory Committee
June 19, 1998

<PAGE>

T. Rowe Price New Income Fund
================================================================================

================================================================================
Portfolio Highlights
- --------------------------------------------------------------------------------
Key statistics
                                                           11/30/97      5/31/98
- --------------------------------------------------------------------------------

Price Per Share                                          $9.06          $9.09
Dividends Per Share
     For 6 months                                         0.29           0.28
     For 12 months                                        0.58           0.57
Dividend Yield *
     For 6 months                                         6.53%          6.25%
     For 12 months                                        6.72           6.49
Weighted Average Maturity (years)                        12.2           14.4
Weighted Average Effective Duration (years)               5.4            5.9
Weighted Average Quality **                                AA             A+

*    Dividends  earned and reinvested  for the periods  indicated are annualized
     and  divided by the average  daily net asset  values per share for the same
     period.
**   Based on T. Rowe Price research.
================================================================================
<PAGE>

T. Rowe Price New Income Fund
================================================================================

================================================================================
Portfolio Highlights
- --------------------------------------------------------------------------------
SECTOR Diversification

                                                     Percent of      Percent of
                                                     Net Assets      Net Assets
                                                       11/30/97         5/31/98
- --------------------------------------------------------------------------------
Mortgage-Backed Securities                                   35%            27%
Banking                                                      12             16
Finance and Credit                                            7              7
Fannie Mae-Debenture                                          -              6
Asset-Backed                                                  -              6
Industrial                                                    1              4
Petroleum                                                     -              3
Insurance                                                     2              3
Investment Dealers                                            2              3
Cable Operators                                               2              3
Entertainment and Leisure                                     -              2
Building and Real Estate                                      1              2
Media and Communications                                      -              2
Savings and Loan                                              -              2
All Other                                                    35             14
Other Assets Less Liabilities                                 3              -
- --------------------------------------------------------------------------------
Total                                                       100%           100%
================================================================================

<PAGE>

T. Rowe Price New Income Fund
================================================================================

================================================================================
Performance Comparison
- --------------------------------------------------------------------------------

     This chart shows the value of a hypothetical $10,000 investment in the fund
over the past 10 fiscal  year  periods or since  inception  (for  funds  lacking
10-year  records).  The result is compared with a broad-based  average or index.
The index return does not reflect  expenses,  which have been  deducted from the
fund's return.

[New Income Fund SEC graph shown here]

================================================================================
Average Annual Compound Total Return
- --------------------------------------------------------------------------------

     This table shows how the fund would have  performed each year if its actual
(or  cumulative)  returns  for the  periods  shown had been earned at a constant
rate.

================================================================================
Periods Ended 5/31/98                1 Year     3 Years     5 Years     10 Years
New Income Fund                      10.84%       7.37%       6.88%        8.47%

     Investment  return and principal value represent past  performance and will
vary. Shares may be worth more or less at redemption than at original purchase.
================================================================================

<PAGE>
<TABLE>
T. Rowe Price New Income Fund
====================================================================================================================================
                                           For a share outstanding throughout each period
====================================================================================================================================
Financial Highlights
- ------------------------------------------------------------------------------------------------------------------------------------

                                                   Year                                                    3 Months++         Year
                                                  Ended                                                       Ended          Ended
                                                5/31/98        5/31/97        5/31/96        5/31/95        5/31/94        2/28/94
<S>                                                 <C>            <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE
Beginning of period ......................    $    8.77      $    8.70      $    8.97      $    8.65      $    9.12      $    9.24
Investment activities
      Net investment income ..............         0.57           0.58           0.60           0.58           0.14           0.54
      Net realized and
      unrealized gain (loss) .............         0.36           0.07          (0.27)          0.34          (0.40)         (0.05)
      Total from
      investment activities ..............         0.93           0.65           0.33           0.92          (0.26)          0.49
Distributions
      Net investment income ..............        (0.57)         (0.58)         (0.60)         (0.58)         (0.14)         (0.54)
      Net realized gain ..................        (0.04)            --             --          (0.02)         (0.07)         (0.07)
      Total distributions ................        (0.61)         (0.58)         (0.60)         (0.60)         (0.21)         (0.61)
NET ASSET VALUE
End of period ............................    $    9.09      $    8.77      $    8.70      $    8.97      $    8.65      $    9.12
Ratios/Supplemental Data
Total return^ ............................        10.84%          7.70%          3.70%         11.13%         (2.84)%         5.36%
Ratio of expenses to
average net assets .......................         0.71%          0.74%          0.75%          0.78%          0.80%+         0.82%
Ratio of net investment
income to average
net assets ...............................         6.31%          6.65%          6.66%          6.95%          6.43%+         5.77%
Portfolio turnover rate ..................        147.3%          87.1%          35.5%          54.1%          91.5%+         58.3%
Net assets, end of period
(in millions) ............................    $   2,076      $   1,711      $   1,634      $   1,566      $   1,375      $   1,458

<FN>
^    Total return  reflects the rate that an investor  would have earned on an investment  in the fund during each period,  assuming
     reinvestment of all distributions.
+    Annualized.
++   The fund's fiscal year-end was changed to May 31.
</FN>
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

T. Rowe Price New Income Fund
================================================================================
                                                                    May 31, 1998

================================================================================
Statement of Net Assets
- --------------------------------------------------------------------------------
                                                            Par/Shares     Value
                                                                    In thousands

CORPORATE BONDS AND NOTES  58.6%
Automobiles and Related  0.7%
Hertz, 7.00%, 1/15/28 .......................................  $15,000   $14,860
                                                                          14,860

Banking  15.9%
Ahmanson Capital Trust I, Cap. Securities, (144a)
                8.36%, 12/1/26 ..............................   10,000    11,010
Banco Generale, Sr. Sub. Notes, (144a), 7.70%, 8/1/02 .......   10,000     9,757
Banco Latinoamericano, (144a), 6.69%, 12/23/99 ..............   10,000    10,029
Banco Santiago, Sub. Notes, 7.00%, 7/18/07 ..................   10,000     9,764
Bank of Boston Capital Trust, Gtd. Notes, 8.25%, 12/15/26 ...   30,000    32,608
Bank of Oklahoma, 7.125%, 8/15/07 ...........................   12,000    12,606
Bank United, 8.875%, 5/1/07 .................................   15,000    16,415
Bankboston, Sub. Notes, 6.50%, 12/19/07 .....................    6,500     6,502
Banque Parabas, Sub. Notes, 6.875%, 3/1/09 ..................   15,000    15,153
Capital One Bank, Sr. Notes, 6.70%, 5/15/08 .................   20,000    20,003
Den Danske Bank, (144a), VR, 7.40%, 6/15/10 .................   10,000    10,593
FCNCB Capital Trust I, Gtd. Cap. Securities, (144a)
                8.05%, 3/1/28 ...............................   12,000    12,343
First Empire Capital Trust I, Gtd. Bonds, 8.234%, 2/1/27 ....   10,000    10,935
Hubco Capital Trust I, 8.98%, 2/1/27 ........................    7,000     7,787
IBJ Preferred Capital, (144a), 8.79%, 6/30/08 ...............   22,000    19,494
Mason Dixon Bancshares, Sr. Notes, 7.48%, 4/23/08+ ..........   20,000    19,962
MBNA Capital I, 8.278%, 12/1/26 .............................   15,000    15,931
Mercantile Bankshares, Sr. Notes, (144a), 6.13%, 7/15/98+ ...    5,000     4,999
Merita Bank, Non-Cum. Step-Up Perpetual Cap. Securities
                7.15%, 9/11/02 ..............................   11,000    11,156
Riggs National, 9.65%, 6/15/09 ..............................   10,000    12,051
SB Treasury, (144a), 9.40%, 6/30/08 .........................   18,000    17,580
Skandinaviska Enskilda Banken
        Step-Up Perpetual Sub. Notes, (144a)
                6.50%, 12/4/03 ..............................   19,500    19,451
                8.125%, 9/6/06 ..............................   10,000    10,787
Societe Generale, Step-Up Perpetual Sub. Notes, (144a)
                7.85%, 4/30/07 ..............................   13,000    13,551
                                                                         330,467
<PAGE>

Beverages  1.1%
Embotelladora Andina, 7.00%, 10/1/07 ........................  $10,000   $ 9,826
Panamerican Beverages, Sr. Notes, (144a), 7.25%, 7/1/09 .....   13,000    12,993
                                                                          22,819

Building Products  1.1%
Owens Corning, 7.70%, 5/1/08 ................................   23,000    23,382
                                                                          23,382

Building and Real Estate  2.2%
BRE Properties, 7.125%, 2/15/13 .............................   10,000     9,950
Hospitality Properties Trust, Sr. Notes, 7.00%, 3/1/08 ......   10,000     9,932
Simon Debartolo Group, 7.00%, 7/15/09 .......................   10,000    10,031
Spieker Properties, 7.125%, 7/1/09 ..........................   14,700    14,999
                                                                          44,912

Cable Operators  2.9%
Clear Channel, Deb., 7.25%, 10/15/27 ........................   20,000    20,528
Comcast Cable Communications, 8.375%, 5/1/07 ................   20,000    22,204
Cox Enterprises, 7.375%, 7/15/27 ............................   17,000    18,205
                                                                          60,937

Conglomerates  1.0%
Harcourt General, Sr. Deb., 7.20%, 8/1/27 ...................   20,000    20,106
                                                                          20,106

Container  1.0%
Owens Illinois, Sr. Notes, 7.35%, 5/15/08 ...................   20,000    20,175
                                                                          20,175

Electric Utilities  0.9%
Montana Power, 1st Mtg. Bonds, 8.25%, 2/1/07 ................    5,000     5,587
Western Resources, 1st Mtg. Bonds, 6.875%, 8/1/04 ...........   12,000    12,246
                                                                          17,833

Entertainment and Leisure  2.5%
Royal Caribbean Cruises, Sr. Notes, 6.75%, 3/15/08 ..........   20,000    19,933
Viacom, Sr. Notes, 7.75%, 6/1/05 ............................   30,000    31,872
                                                                          51,805

Finance and Credit  6.5%
CIT Capital Trust I, Gtd. Cap. Securities, 7.70%, 2/15/27 ...   10,000    10,786
Contifinancial
        Sr. Notes
                7.50%, 3/15/02 ..............................   20,000    20,002
                8.125%, 4/1/08 ..............................    9,300     9,466
Fairfax Financial Holdings, 8.25%, 10/1/15 ..................   12,760    14,178
Hutchison Whampoa Finance, (144a), 6.95%, 8/1/07 ............  $18,000  $ 16,720
Jefferson Pilot Capital Trust, (144a), 8.14%, 1/15/46 .......   10,000    10,790
MCN Financing, Gtd. Notes, (144a), 6.305%, 6/1/37 ...........   15,000    15,026
Safeco Capital Trust I, 8.072%, 7/15/37 .....................   15,000    15,867
Trenwick Capital Trust I, Cap. Securities, 8.82%, 2/1/37 ....   10,500    11,582
Zurich Capital Trust, (144a), 8.376%, 6/1/37 ................   10,000    11,052
                                                                         135,469
<PAGE>

Food Processing  1.0%
Flowers Industries, 7.15%, 4/15/28 ..........................   20,000    20,232
                                                                          20,232

Food and Tobacco  0.8%
Philip Morris, 7.65%, 7/1/08 ................................   15,000    15,987
                                                                          15,987

Health Care  1.0%
Beckman Instruments, Sr. Notes, (144a), 7.45%, 3/4/08 .......   20,000    20,217
                                                                          20,217

Industrials  3.5%
Celulosa Arauco Y Constitucion, (144a), 7.20%, 9/15/09 ......   12,500    12,208
Oracle, Sr. Notes, 6.91%, 2/15/07 ...........................   10,000    10,229
WMX Tecnologies, Step-Up Notes, 8.00%, 4/30/04 ..............   10,000    10,691
YPF Sociedad Anonima
                7.25%, 3/15/03 ..............................   20,000    19,756
                7.75%, 8/27/07 ..............................   20,000    20,514
                                                                          73,398

Insurance  3.3%
Hartford Life, 6.90%, 6/15/04 ...............................   14,850    15,333
Liberty Mutual Insurance, (144a), 8.20%, 5/4/07 .............   12,000    13,449
Metropolitan Life Insurance, (144a), 7.80%, 11/1/25 .........   16,850    18,715
Provident, Sr. Notes, 7.25%, 3/15/28 ........................   20,000    20,454
                                                                          67,951

Investment Dealers  3.2%
Goldman Sachs Group, (144a), 6.625%, 12/1/04 ................   10,000    10,043
Jefferies Group, Sr. Notes, 7.50%, 8/15/07 ..................   10,000    10,400
Paine Webber Group
        MTN
                6.64%, 4/14/10 ..............................   25,000    24,875
                6.72%, 4/1/08 ...............................   20,000    20,307
                                                                          65,625

Media and Communications  1.8%
News America, (144a), 6.75%, 1/9/38 .........................  $25,500   $25,315
Time Warner, Sr. Notes, 9.125%, 1/15/13 .....................   10,000    12,157
                                                                          37,472

Oil Field Services  1.0%
R & B Falcon, Sr. Notes, (144a), 6.95%, 4/15/08 .............   20,000    19,918
                                                                          19,918

Petroleum  3.4%
PDV America, 7.875%, 8/1/03 .................................   10,000    10,410
PDVSA Finance, (144a), 7.50%, 11/15/28 ......................   20,000    20,094
Union Texas Petroleum, 7.00%, 4/15/08 .......................   20,000    20,779
Woodside Finance, (144a), 6.60%, 4/15/08 ....................   20,000    19,798
                                                                          71,081
<PAGE>

Savings and Loan  1.6%
CENFED Financial, Sr. Deb., (144a), 11.17%, 12/15/01 ........    5,000     5,688
Greenpoint Capital Trust I, Gtd. Notes, 9.10%, 6/1/27 .......   25,000    28,064
                                                                          33,752

Specialty Chemicals  1.0%
Sociedad Quimira Y Minera, LCP, (144a), 7.70%, 9/15/06 ......   20,000    20,738
                                                                          20,738

Telephone  1.2%
MCI Communications, Sr. Notes, 6.50%, 4/15/10 ...............   10,000     9,929
Worldcom, 7.75%, 4/1/07 .....................................   15,000    16,202
                                                                          26,131
Total Corporate Bonds and Notes (Cost $1,198,429) ...........          1,215,267


ASSET-BACKED SECURITIES  5.7%
Auto-Backed  0.0%
Premier Auto Trust, 4.22%, 3/2/99 ...........................      274       273
                                                                             273

Credit Card-Backed  1.0%
Capital One Master Trust, 6.356%, 6/15/11 ...................   20,000    20,118
                                                                          20,118

Financial  1.0%
Saxon Asset Security Trust, 6.52%, 11/25/27 .................   20,000    19,984
                                                                          19,984

Home Equity Loans-Backed  3.1%
FURST Home Equity Loan Trust, 7.77%, 9/25/27 ................    5,300     5,595
GE Capital Mortgage Services, 6.465%, 6/25/28 ...............  $14,207   $14,384
Money Store Home Equity Trust
                6.985%, 10/15/16 ............................    6,000     6,114
                7.91%, 5/15/24 ..............................   13,159    13,690
UCFC Home Equity Loan Trust
                7.18%, 2/15/25 ..............................    7,000     7,167
                7.22%, 6/15/28 ..............................   11,400    11,770
                7.325%, 1/10/27 .............................    5,000     5,066
                                                                          63,786

Receivables-Backed  0.4%
Green Tree Financial, Sr. Sub. Certificates, 6.87%, 1/15/29..    8,655     8,885
                                                                           8,885

Whole Loans-Backed  0.2%
Amresco Residential Securities, 6.745%, 3/25/28 .............    4,850     4,850
                                                                           4,850
Total Asset-Backed Securities (Cost $117,584) ...............            117,896

<PAGE>

PREFERRED STOCKS  0.6%
Banking  0.2%
Silicon Valley Bancshares ...................................      120     2,970
                                                                           2,970

Financial  0.4%
Pinto Totta International Finance, (144a), (Series A) .......        9     8,828
                                                                           8,828
Total Preferred Stocks (Cost $11,725) .......................             11,798


U.S. GOVERNMENT MORTGAGE-BACKED 
SECURITIES  26.5%
U.S. Government Agency Asset-Backed  0.7%
Federal Home Loan Mortgage, REMIC
        Government National Mortgage Assn. Collateral
                5.15%, 8/25/12 ..............................    5,267     5,237
Federal National Mortgage Assn., REMIC, 7.50%, 8/17/17 ......    8,946     9,385
                                                                          14,622

U.S. Government Agency Obligations  7.7%
Federal Home Loan Mortgage
                6.50%, 11/1/04 - 6/1/24 .....................   10,094    10,093
                7.00%, 2/1/24 - 6/1/25 ......................    5,028     5,116
Federal Home Loan Mortgage
                7.50%, 3/1 - 6/1/24 .........................  $ 7,678  $  7,894
                8.00%, 6/1/08 ...............................       76        78
                9.00%, 3/1/21 - 5/1/22 ......................    5,163     5,508
                9.75%, 12/1/17 ..............................    1,728     1,886
                10.50%, 2/1/01 - 8/1/20 .....................      760       842
                11.00%, 5/1/11 - 7/1/20 .....................      392       444
                11.50%, 6/1/01 ..............................        2         3
        REMIC
                5.50%, 10/15/20 .............................    5,000     4,883
                6.00%, 5/15/16 ..............................    3,362     3,356
                6.50%, 7/15/11 - 6/15/23 ....................   31,663    32,007
                7.00%, 8/15/09 - 9/15/24 ....................   40,600    41,117
                7.50%, 2/15/06 ..............................    1,159     1,164
Federal National Mortgage Assn ..............................
                6.00%, 3/1 - 5/1/28 .........................   35,855    34,794
                8.75%, 3/1/10 ...............................       11        12
                10.50%, 7/1/09 - 4/1/22 .....................    1,717     1,895
        REMIC, 8.00%, 11/25/24 ..............................    8,233     8,761
                                                                         159,853
<PAGE>

U.S. Government Guaranteed Obligations  18.1%
Government National Mortgage Assn ...........................
        I
                6.50%, 4/15/23 - 1/15/28 ....................   56,051    55,944
                7.00%, 4/15/22 - 1/15/28 ....................  118,580   120,647
                7.50%, 8/15/16 - 9/15/27 ....................   21,276    22,015
                8.00%, 7/15/16 - 10/15/27 ...................   51,919    54,335
                8.50%, 9/15/16 - 7/15/23 ....................   12,682    13,488
                9.00%, 1/15/09 - 1/15/23 ....................    7,733     8,339
                9.50%, 6/15/09 - 3/15/25 ....................   46,026    50,129
                11.00%, 12/15/09 - 1/15/21 ..................   13,726    15,541
                11.50%, 3/15/10 - 10/15/15 ..................    1,938     2,222
        II
                7.00%, 12/20/23 - 5/20/28 ...................   25,023    25,279
                8.50%, 9/20/26 ..............................      105       111
                9.00%, 6/20/16 - 5/20/22 ....................    5,494     5,886
        GPM, I, 10.25%, 2/15/16 - 11/15/20 ..................    2,076     2,285
                                                                         376,221
Total U.S. Government Mortgage-Backed Securities (Cost $538,183)        550,696


U.S. GOVERNMENT OBLIGATIONS  8.4%
U.S. Government Agency Obligations  7.4%
Federal National Mortgage Assn ..............................
                5.625%, 3/15/01 .............................  $35,000  $ 34,918
                5.75%, 2/15/08 ..............................   95,000    93,946
Tennessee Valley Auth .......................................
                5.88%, 4/1/36 ...............................   20,000    20,822
                6.235%, 7/15/45 .............................    4,434     4,628
                                                                         154,314

U.S. Treasury Obligations  1.0%
U.S. Treasury Inflation-Indexed Notes, 3.375%, 1/15/07 ......   20,358    19,748
                                                                          19,748
Total U.S. Government Obligations (Cost  $174,096) ..........            174,062


MONEY MARKET FUNDS  0.4%
Reserve Investment Fund, 5.67% # ............................    9,308     9,308
Total Money Market Funds (Cost  $9,308) .....................              9,308

<PAGE>

Total Investments in Securities
100.2% of Net Assets (Cost  $2,049,325) .....................         $2,079,027


Other Assets Less Liabilities ...............................            (3,437)

NET ASSETS ..................................................         $2,075,590

Net Assets Consist of:
Accumulated net investment income - 
net of distributions ........................................             $2,809
Accumulated net realized gain/loss - 
net of distributions ........................................             36,660
Net unrealized gain (loss) ..................................             29,702
Paid-in-capital applicable to 228,218,118 
shares of $1.00 par value capital stock 
outstanding; 300,000,000 shares authorized ..................          2,006,419

NET ASSETS ..................................................         $2,075,590

NET ASSET VALUE PER SHARE ...................................         $     9.09

+      Private Placement
#      Seven-day yield
GPM    Graduated Payment Mortgage
MTN    Medium Term Note
REMIC  Real Estate Mortgage Investment Conduit
VR     Variable Rate
144a   Security was purchased  pursuant to Rule 144a under the Securities Act of
       1933 and may not be  resold  subject  to that rule  except  to  qualified
       institutional  buyers  total of such securities at period-end amounts to
       19.3% of net assets.

The accompanying notes are an integral part of these financial statements.

<PAGE>

T. Rowe Price New Income Fund
================================================================================

================================================================================
Statement of Operations
- --------------------------------------------------------------------------------
In thousands
                                                                            Year
                                                                           Ended
                                                                         5/31/98
Investment Income
Interest and dividend income ....................................        134,123
Expenses
      Investment management .....................................          9,047
      Shareholder servicing .....................................          3,862
      Custody and accounting ....................................            304
      Prospectus and shareholder reports ........................            158
      Registration ..............................................            125
      Legal and audit ...........................................             26
      Directors .................................................             20
      Miscellaneous .............................................             18
      Total expenses ............................................         13,560
Net investment income ...........................................        120,563
Realized and Unrealized Gain (Loss)
Net realized gain (loss)
      Securities ................................................         51,704
      Futures ...................................................            249
      Net realized gain (loss) ..................................         51,953
Change in net unrealized gain or loss on securities .............         22,374
Net realized and unrealized gain (loss) .........................         74,327
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS ..........................................       $194,890

The accompanying notes are an integral part of these financial statements.

<PAGE>

T. Rowe Price New Income Fund
================================================================================

================================================================================
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
In thousands

                                                               Year
                                                              Ended
                                                            5/31/98      5/31/97
Increase (Decrease) in Net Assets
Operations
      Net investment income ...........................  $  120,563  $  111,049
      Net realized gain (loss) ........................      51,953       4,730
      Change in net unrealized gain or loss ...........      22,374       6,965
      Increase (decrease) in net assets from operations     194,890     122,744
Distributions to shareholders                                        
      Net investment income ...........................    (120,455)   (111,027)
      Net realized gain ...............................      (8,527)         --
      Decrease in net assets from distributions .......    (128,982)   (111,027)
Capital share transactions *                                         
      Shares sold .....................................     525,602     323,914
      Distributions reinvested ........................      79,742      71,848
      Shares redeemed .................................    (306,392)   (331,111)
      Increase (decrease) in net assets from capital                 
      share transactions ..............................     298,952      64,651
Net Assets                                                           
Increase (decrease) during period .....................     364,860      76,368
Beginning of period ...................................   1,710,730   1,634,362
End of period .........................................  $2,075,590  $1,710,730
*Share information                                                   
          Shares sold .................................      58,292      36,821
          Distributions reinvested ....................       8,829       8,164
          Shares redeemed .............................     (33,981)    (37,672)
          Increase (decrease) in shares outstanding ...      33,140       7,313
                                                                      
The accompanying notes are an integral part of these financial statements.

<PAGE>

T. Rowe Price New Income Fund
================================================================================
                                                                    May 31, 1998

================================================================================
Notes to Financial Statements
- --------------------------------------------------------------------------------

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

       T. Rowe Price New Income Fund,  Inc. (the fund) is  registered  under the
Investment Company Act of 1940 as a diversified,  open-end management investment
company and commenced operations on October 12, 1973.

       The  accompanying  financial  statements are prepared in accordance  with
generally  accepted  accounting  principles for the investment company industry;
these principles may require the use of estimates by fund management.

       VALUATION Debt  securities are generally  traded in the  over-the-counter
market.  Investments in securities originally issued with maturities of one year
or more are stated at fair value 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.  Securities  with
original  maturities  of 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 money market yields.

       Equity securities listed or regularly traded on a securities exchange are
valued at the last quoted  sales  price on the day the  valuations  are made.  A
security  which is listed or traded on more than one  exchange  is valued at the
quotation on the exchange determined to be the primary market for such security.
Listed securities not traded on a particular day and securities regularly traded
in the  over-the-counter  market  are  valued at the mean of the  latest bid and
asked prices. Other equity securities are valued at a price within the limits of
the latest bid and asked prices deemed by the Board of Directors,  or by persons
delegated by the Board, best to reflect fair value.

       Investments in mutual funds are valued at the closing net asset value per
share of the mutual fund on the day of valuation.

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

       PREMIUMS AND DISCOUNTS  Premiums and discounts on debt securities,  other
than mortgage-backed  securities, are amortized for both financial reporting and
tax  purposes.   Premiums  and  discounts  on  mortgage-backed   securities  are
recognized  upon  principal  repayment as gain or loss for  financial  reporting
purposes and as ordinary income for tax purposes.
<PAGE>

       OTHER Income and expenses are recorded on the accrual  basis.  Investment
transactions are accounted for on the trade date.  Realized gains and losses are
reported on the identified  cost basis.  Dividend  income and  distributions  to
shareholders  are  recorded  by the fund on the  ex-dividend  date.  Income  and
capital gain  distributions are determined in accordance with federal income tax
regulations  and may differ from those  determined in accordance  with generally
accepted accounting principles.

NOTE 2 - INVESTMENT TRANSACTIONS

       Consistent  with  its  investment  objective,  the  fund  engages  in the
following practices to manage exposure to certain risks or enhance  performance.
The investment  objective,  policies,  program, and risk factors of the fund are
described  more fully in the  fund's  prospectus  and  Statement  of  Additional
Information.

       SECURITIES  LENDING The fund lends its securities to approved  brokers to
earn  additional  income  and  receives  cash and U.S.  Treasury  securities  as
collateral  against the loans.  Cash collateral  received is invested in a money
market pooled account by the fund's lending agent. Collateral is maintained over
the life of the loan in an  amount  not less  than  100% of the  value of loaned
securities.  Although the risk is mitigated  by the  collateral,  the fund could
experience a delay in recovering its securities and a possible loss of income or
value if the borrower fails to return them. At May 31, 1998, the value of loaned
securities was $9,617,000;  aggregate collateral consisted of $10,033,000 in the
securities lending collateral pool.

       OTHER Purchases and sales of portfolio securities,  other than short-term
and U.S.  government  securities,  aggregated  $1,660,804,000  and $751,781,000,
respectively,  for the year  ended  May 31,  1998.  Purchases  and sales of U.S.
government    securities    aggregated    $1,491,287,000   and   $1,933,645,000,
respectively, for the year ended May 31, 1998.

NOTE 3 - FEDERAL INCOME TAXES

       No provision for federal  income taxes is required since the fund intends
to continue to qualify as a regulated  investment  company and distribute all of
its taxable income.

       At May 31, 1998, the aggregate cost of investments for federal income tax
and financial  reporting  purposes was  $2,049,325,000,  and net unrealized gain
aggregated $29,702,000,  of which $35,068,000 related to appreciated investments
and $5,366,000 to depreciated investments.
<PAGE>

NOTE 4 - RELATED PARTY TRANSACTIONS

       The investment  management  agreement  between the fund and T. Rowe Price
Associates, Inc. (the manager) provides for an annual investment management fee,
of which  $823,000  was payable at May 31, 1998.  The fee is computed  daily and
paid monthly,  and consists of an individual  fund fee equal to 0.15% of average
daily net assets and a group fee. The group fee is based on the combined  assets
of  certain  mutual  funds  sponsored  by  the  manager  or  Rowe  Price-Fleming
International,  Inc.  (the group).  The group fee rate ranges from 0.48% for the
first $1 billion of assets to 0.30% for assets in excess of $80 billion.  At May
31, 1998, and for the year then ended,  the effective  annual group fee rate was
0.32%. The fund pays a pro-rata share of the group fee based on the ratio of its
net assets to those of the group.

       In addition,  the fund has entered into  agreements  with the manager and
two  wholly  owned  subsidiaries  of the  manager,  pursuant  to which  the fund
receives certain other services.  The manager computes the daily share price and
maintains the financial  records of the fund. T. Rowe Price  Services,  Inc., is
the fund's transfer and dividend  disbursing agent and provides  shareholder and
administrative  services to the fund. T. Rowe Price  Retirement  Plan  Services,
Inc., provides  subaccounting and recordkeeping  services for certain retirement
accounts  invested in the fund.  The fund  incurred  expenses  pursuant to these
related party agreements  totaling  approximately  $2,216,000 for the year ended
May 31, 1998, of which $181,000 was payable at period-end.

       Additionally,  the fund is one of several T. Rowe Price-sponsored  mutual
funds  (underlying  funds) in which the T. Rowe Price Spectrum Funds  (Spectrum)
may invest.  Spectrum does not invest in the underlying funds for the purpose of
exercising  management  or control.  Expenses  associated  with the operation of
Spectrum are borne by each underlying fund to the extent of estimated savings to
it and in proportion to the average daily value of its shares owned by Spectrum,
pursuant  to  special  servicing  agreements  between  and among  Spectrum,  the
underlying  funds,  T. Rowe Price,  and,  in the case of T. Rowe Price  Spectrum
International,  Rowe  Price-Fleming  International.  Spectrum  Income  Fund held
approximately  34.3% of the outstanding shares of the New Income Fund at May 31,
1998.  For the year then ended,  the fund was  allocated  $1,371,000 of Spectrum
expenses, $132,000 of which was payable at period-end.

       The fund may invest in the Reserve Investment Fund and Government Reserve
Investment  Fund   (collectively,   the  Reserve  Funds),   open-end  management
investment companies managed by T. Rowe Price Associates, Inc. The Reserve Funds
are offered as cash  management  options only to mutual funds and other accounts
managed by T. Rowe Price and its affiliates and are not available to the public.
The Reserve  Funds pay no investment  management  fees.  Distributions  from the
Reserve  Funds to the fund for the year ended May 31, 1998,  totaled  $2,572,000
and  are  reflected  as  interest  income  in  the  accompanying   Statement  of
Operations.

<PAGE>

T. Rowe Price New Income Fund
================================================================================

================================================================================
Report of Independent Accountants
- --------------------------------------------------------------------------------

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
T. ROWE PRICE NEW INCOME FUND, INC.

       In our opinion, the accompanying  statement of net assets and the related
statements  of  operations  and of  changes  in net  assets  and  the  financial
highlights present fairly, in all material  respects,  the financial position of
T. Rowe Price New Income  Fund,  Inc.  (the  "Fund")  at May 31,  1998,  and the
results of its  operations,  the  changes  in its net  assets and the  financial
highlights  for  each  of the  fiscal  periods  presented,  in  conformity  with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,   which  included   confirmation  of  securities  at  May  31,  1998  by
correspondence  with the custodian and, where  appropriate,  the  application of
alternative auditing procedures for unsettled security  transactions,  provide a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
Baltimore, Maryland
June 17, 1998

<PAGE>

T. Rowe Price New Income Fund
================================================================================

================================================================================
Tax Information (Unaudited) for the Tax Year Ended 5/31/98
- --------------------------------------------------------------------------------

       We are providing  this  information  as required by the Internal  Revenue
Code.  The amounts shown may differ from those  elsewhere in this report because
of differences between tax and financial reporting requirements.

       The  fund's  distributions  to  shareholders   included  $8,527,000  from
long-term  capital gains; of which  $2,220,000 was subject to the 20% rate gains
category.

       For corporate  shareholders,  $1,144,000 of the fund's distributed income
qualified for the dividends-received deduction.
================================================================================

<PAGE>

T. Rowe Price Shareholder Services
================================================================================

INVESTMENT SERVICES AND INFORMATION

       KNOWLEDGEABLE SERVICE REPRESENTATIVES

       BY PHONE 1-800-225-5132 Available Monday through Friday from 8 a.m. to 10
       p.m. ET and weekends from 8:30 a.m. to 5 p.m. ET.

       IN PERSON Available in T. Rowe Price Investor Centers.

       ACCOUNT SERVICES

       CHECKING Available on most fixed income funds ($500 minimum).

       AUTOMATIC INVESTING From your bank account or paycheck.

       AUTOMATIC WITHDRAWAL Scheduled, automatic redemptions.

       DISTRIBUTION OPTIONS Reinvest all, some, or none of your distributions.

       AUTOMATED 24-HOUR SERVICES Including Tele*Access  [Registration Mark] and
       the T. Rowe Price Web site on the Internet. Address: www.troweprice.com

       DISCOUNT BROKERAGE*

       INDIVIDUAL INVESTMENTS Stocks, bonds, options, precious metals, and other
       securities at a savings over regular commission rates.

       INVESTMENT INFORMATION

       COMBINED STATEMENT Overview of all your accounts with T. Rowe Price.

       SHAREHOLDER  REPORTS  Fund  managers'  reviews  of their  strategies  and
       results.

       T. ROWE PRICE REPORT Quarterly investment  newsletter  discussing markets
       and financial strategies.

       PERFORMANCE UPDATE Quarterly review of all T. Rowe Price fund results.

       INSIGHTS  Educational  reports on  investment  strategies  and  financial
       markets.

       INVESTMENT GUIDES Asset Mix Worksheet, College Planning Kit, Diversifying
       Overseas: A Guide to International Investing,  Personal Strategy Planner,
       Retirees Financial Guide, and Retirement Planning Kit.

*      A division of T. Rowe Price Investment Services, Inc. Member NASD/SIPC.

<PAGE>

FOR YIELD, PRICE, LAST TRANSACTION, 
CURRENT BALANCE, OR TO CONDUCT 
TRANSACTIONS, 24 HOURS, 7 DAYS 
A WEEK, CALL TELE*ACCESS [REGISTRATION  MARK]: 
1-800-638-2587 toll free 

FOR ASSISTANCE 
WITH YOUR EXISTING 
FUND ACCOUNT,  CALL:  
Shareholder Service Center  
1-800-225-5132 toll free 
410-625-6500  Baltimore area 

TO OPEN A DISCOUNT BROKERAGE 
ACCOUNT OR OBTAIN INFORMATION, 
CALL: 1-800-638-5660 toll free 

INTERNET ADDRESS:
www.troweprice.com 

T. Rowe Price Associates 
100 East Pratt Street
Baltimore,  Maryland  21202 

This report is authorized for  
distribution  only to shareholders  
and to others who have received 
a copy of the prospectus of the 
T. Rowe Price New Income Fund [Registration Mark].

INVESTOR CENTERS:
101 East Lombard St.
Baltimore, MD 21202

T. Rowe Price
Financial Center
10090 Red Run Blvd.
Owings Mills, MD 21117

Farragut Square
900 17th Street, N.W.
Washington, D.C. 20006

ARCO Tower
31st Floor
515 South Flower St.
Los Angeles, CA 90071

4200 West Cypress St.
10th Floor
Tampa, FL 33607

T. Rowe Price Investment Services, Inc., Distributor.           F43-051  5/31/98


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