PRICE T ROWE ADJUSTABLE RATE U S GOVERNMENT FUND INC
N-30D, 1994-07-11
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<PAGE>                                                                         
                                                                               
                                                                               
FELLOW SHAREHOLDERS                                                            
                                                                               
Before we review the financial markets and your Fund's performance, we want to 
mention  that  you  have  received two consecutive annual reports because your 
Fund's fiscal year-end was recently changed from February 28 to May 31.        
                                                                               
MARKET ENVIRONMENT                                                             
A  narrative  of  recent developments in the mortgage-backed securities market 
fits  the  proverbial  two-steps-forward,  one-step-back  pattern.  In  recent 
reports  we  noted two favorable developments for the adjustable rate mortgage 
(ARM)  market:  the  decline  in  prepayment risk as rates rose and increasing 
demand from financial institutions other than mutual funds.                    
  The  three  months  ended  May  31  were  definitely a step back. Unexpected 
turmoil  in  the  longer-term  bond  markets  following  the Federal Reserve's 
early-February  switch to a tighter monetary policy also roiled ARM securities 
in  several  ways.  The  drop in prepayments became so precipitous it raised a 
wholly  new  concern: extension risk. This refers to the sudden lengthening of 
maturity  when  a  bond  is  no  longer  apt  to  be called or, in the case of 
mortgage-backed  securities, prepaid. The longer the maturity, the greater the 
price  drop  when  rates  rise.  As  rates rose swiftly across all maturities, 
prospective investors stepped to the sidelines.                                
  Mortgage-backed securities were also hurt by a chain reaction started by the 
difficulties  of  a  highly leveraged hedge fund. As rates rose, this fund was 
forced  to  sell  holdings  at  distressed prices to meet margin calls. In the 
past,  such speculative funds were major buyers of the most illiquid pieces of 
CMOs  (collateralized mortgage obligations). In recent weeks, as many of these 
funds withdrew from the market, investment bankers virtually halted production 
of  CMOs, thus removing an important source of demand for both whole mortgages 
and mortgage-backed securities. (CMOs are created by carving up the income and 
principal  flow  from  a  pool  of  mortgages or mortgage-backed securities to 
create  new  groupings  called  "tranches."  Investors  buy the tranches whose 
characteristics fit their maturity and income needs, but if there is no market 
for  the  most  speculative  and  illiquid tranch, the CMO will usually not be 
created.)                                                                      
  At  the very time that demand for ARM securities was shrinking for a variety 
of  reasons,  the supply of new ARMs (as a percent of mortgage production) was 
rising  as  homeowners  raced  to  secure  low-cost  mortgage financing before 
attractive  rates disappeared altogether. The result of all these developments 
was falling ARM prices.                                                        
  The  chart  below  shows the extremely steep rise of very short-term yields, 
represented  here  by  the  one-year  Treasury bill, compared with your Fund's 
yield.  The  Fund's  yield  will  parallel  this  rise  as  rates reset on the 
underlying  mortgages;  in  about  three months, it should exceed the Treasury 
bill  rate by at least a percentage point. ARMs tied to six-month and one-year 
Treasury  bills  will  reset most quickly, and these compose 73% of the Fund's 
portfolio.                                                                     
  The  other major index for ARMs, the COFI, which reflects mortgage rates set 
by West Coast savings institutions, is always slower to reflect market trends. 
Recently,  the COFI has lagged more than usual as lenders offered "sale rates" 
to  pump up their mortgage production. We have gradually pared our holdings of 
COFI   ARMs,  but  believe  it  is  prudent  to  maintain  some  exposure  for 
diversification purposes.                                                      
                                                                               
                                                                               
YIELD COMPARISON CHART                                                         
A  line  graph compares the Adjustable Rate U.S. Government Fund yield against 
the 1-Year Treasury Bill yield from 5/31/93 to 5/31/94.                        
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
PERFORMANCE AND STRATEGY REVIEW                                                
Your  Fund's income of $0.05 per share was more than offset by a $0.10 drop in 
share  price,  resulting  in  a  negative  total return for the quarter. As is 
typical,  the  opposite  was  true  for  the 12-month period, with accumulated 
income  more  than  offsetting  principal loss for a positive return. As shown 
below,  the  Fund  performed  in  line with its peer group for both investment 
periods.                                                                       
                                                                               
                                                                               
PERFORMANCE COMPARISON                                                         
                                                                               
                               Periods Ended                                   
                                  5/31/94                                      
                             3 Months 12 Months                                
                             ------------------                                
Adjustable Rate U.S.                                                           
Government Fund              -0.97%   1.32%                                    
                                                                               
Lipper Average of Adjustable                                                   
Rate Mortgage Funds          -0.98    1.37                                     
- -----------------------------------------------                                
                                                                               
  We made no significant portfolio changes during the quarter. We continued to 
maintain  a  small  (2%)  position  in  agency-backed stripped mortgages. (The 
components  of  30-year fixed rate mortgages are stripped away so each one can 
be  bought  separately.)  Half  of  this  position  consists  of interest-only 
securities, which have benefited the Fund because their price rises when rates 
rise.  The  balance  is  a  principal-only security purchased at a substantial 
discount  which  we  expect  to  be  paid  off  at  par  in the coming months. 
Prepayment  rates  will  continue  to slow but not, we believe, to the extreme 
currently  reflected  in  prices  of  these  securities. Because the values of 
stripped  mortgages are very sensitive to interest rate changes, we limit such 
investments to less than 5% of assets.                                         
                                                                               
OUTLOOK                                                                        
The  rise  in interest rates along with higher taxes should dampen the pace of 
economic  growth  during  the balance of the year. However, consumer sentiment 
has been buoyed by the falling unemployment rate and gains in personal income, 
and interest rates are still relatively low compared with the 1980s. Thus, any 
slowdown  should be gradual. We expect that, if economic growth is around a 3% 
rate  in  the  second half, the Federal Reserve will tighten monetary policy a 
bit  further  before  the year is out. The magnified response of note and bond 
yields  to  the initial phase of Fed tightening is probably over, judging from 
the  reaction  of  bond  yields  to the tightening in May. A flattening of the 
yield curve with short-term rates rising more than long-term yields is typical 
of  this  phase  of  the interest rate cycle. Nevertheless, bond investors are 
highly sensitive to signs of inflation, and bond markets will remain volatile. 
  Our  near-term  outlook  for the ARM market is cautious since interest rates 
are   likely   to   inch  up,  creating  a  drag  on  short-term  performance. 
Additionally,  demand  for ARM securities seems likely to remain subdued until 
the  markets  settle down and investor confidence recovers from recent events. 
However,  we  are  encouraged  by  signs of favorable investor response to the 
belated  yield  rise on COFI ARMs and would expect a similar reaction as other 
ARM  securities  reestablish  their  normal  yield advantage over money market 
securities.                                                                    
  Your  Fund  will  continue  to  meet the needs of conservative investors who 
desire a higher income return than is provided by money funds, do not need the 
daily  price  stability  of a money fund, and want less principal risk than is 
represented  by  short-  or  longer-term  bond funds. The key to realizing the 
potential  of  this  Fund  is  to remain invested for at least six months to a 
year, so that the income accumulates to offset price declines.                 
                                                                               
                                      Respectfully submitted,                  
                                                                               
                                      /s/ Peter Van Dyke                       
                                                                               
                                      Peter Van Dyke                           
                                      President and Chairman of the            
                                      Investment Advisory Committee            
                                                                               
June 17, 1994                                                                  
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
STATISTICAL HIGHLIGHTS                                                         
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND / MAY 31, 1994              
                                                                               
                                                                               
KEY STATISTICS                                                                 
                                                                               
Dividend Yield*                 Periods Ended 5/31/94                          
- ------------------------------- ---------------------                          
3 Months                                4.57%                                  
12 Months                               4.80                                   
                                                                               
Dividend Per Share                                                             
- -------------------------------                                                
3 Months                               $0.05                                  
12 Months                               0.22                                   
                                                                               
Change in Per-Share Value                                                      
- -------------------------------                                                
3 Months (From $4.75 to $4.65)        -$0.10                                  
12 Months (From $4.81 to $4.65)        -0.16                                  
- -----------------------------------------------------                          
*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.   
                                                                               
                                                                               
QUALITY DIVERSIFICATION                                                        
                                                                               
                      Percent of Net Assets                                    
TRPA Quality Rating* 5/31/93 2/28/94 5/31/94                                   
- -------------------- ------- ------- -------                                   
1                      82%     81%     85%                                     
2                      18      19      15                                      
3                       0       0       0                                      
4                       0       0       0                                      
- --------------------------------------------                                   
WEIGHTED AVERAGE       1.2     1.2     1.2                                     
- --------------------------------------------                                   
*On a scale of 1 to 10, with Grade 1 representing highest quality.             
                                                                               
                                                                               
SECTOR DIVERSIFICATION                                                         
                                                                               
                      Percent of Net Assets                                    
                     5/31/93 2/28/94 5/31/94  
                     ------- ------- -------                                 
FNMA Adjustable                                                                
  Rate Mortgages       44%     43%     47%                                     
FHLMC Adjustable                                                               
  Rate Mortgages       15      12      13                                      
GNMA Adjustable                                                                
  Rate Mortgages       13       9      11                                      
Agency-Backed                                                                  
  Stripped Mortgages    0       3       2                                      
U.S. Treasury                                                                  
  Securities            6       2       3                                      
FHLMC Floating Rate                                                            
  Note                  0       2       1                                      
FNMA Floating Rate                                                             
  Note                  0       2       1                                      
GNMA Fixed Rate                                                                
  Mortgages             3       1       1                                      
Non-Government                                                                 
  Adjustable                                                                   
  Rate Mortgages       14      14      15                                      
Non-Government                                                                 
Fixed Rate                                                                     
  Mortgages             7       9       4                                      
Federal Farm Credit                                                            
  Bank                  3       0       0                                      
FNMA                    0       2       0                                      
Other Assets                                                                   
  Less Liabilities     -5       1       2                                      
- --------------------------------------------                                   
                      100%    100%    100%                                     
- --------------------------------------------                                   
                                                                               
                                                                               
INDEX DIVERSIFICATION                                                          
                                                                               
                           Percent of                                          
                         ARM Securities                                        
                     5/31/93 2/28/94 5/31/94                                   
                     ------- ------- -------                                   
11th District Cost                                                             
  of Funds Index                                                             
  (COFI)               31%     26%     24%                                     
1-Year Constant                                                                
  Maturity Treasury                                                            
  (CMT)                51      55      58                                      
6-Month Treasury                                                         
  Bill                 12      14      15                 
1-Month London                                                                 
  Interbank Offered                                                            
  Rate                  6       5       3                                      
- --------------------------------------------                                   
                      100%    100%    100%                                     
- --------------------------------------------                                   
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
INVESTMENT RECORD                                                              
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND                             
                                                                               
                                                                               
The  table below shows the investment record of one share of the T. Rowe Price 
Adjustable  Rate U.S. Government Fund, purchased at the initial offering price 
of  $5.00,  for  the  period 9/30/91 through 5/31/94. Over this time, interest 
rates  have  been  volatile.  The  results  shown  should  not be considered a 
representation  of  the  dividend  income or capital gain or loss which may be 
realized from an investment made in the Fund today.                            
- ------------------------------------------------------------------------------ 
                                                              With             
                                                            Dividends          
   Fiscal     Net                 Capital         With     and Capital         
    Year     Asset   Income         Gain       Dividends      Gains     Total  
   Ended     Value  Dividends  Distributions   Reinvested  Reinvested   Return 
[S]          [C]    [C]       [C]              [C]        [C]           [C]   
2/29/92 /1/   $4.97  $0.16           -           $5.13        $5.13      2.58%
    1993       4.83   0.30           -            5.30        5.30       3.33 
    1994       4.75   0.23           -            5.46        5.46       3.11 
5/31/94 /2/    4.65   0.05           -            5.41        5.41      -0.97 
- ------------------------------------------------------------------------------ 
   TOTAL             $0.74           -                                         
- ------------------------------------------------------------------------------ 
/1/ From inception 9/30/91 to 2/29/92.                                         
/2/  Fiscal year-end changed from February 28 to May 31; figures are for three 
     months from 3/1/94-5/31/94.                                               
                                                                               
                                                                               
FISCAL-YEAR PERFORMANCE COMPARISON CHART                                       
A  line  graph compares the 5/31/94 value of a hypothetical $10,000 investment 
made  in  the  Adjustable Rate U.S. Government Fund at its inception (9/30/91) 
and  a  similar  investment  made  concurrently in the Salomon Brother 6-Month 
T-Bill Index. At 5/31/94, the Fund invest would have been worth $10823 and the 
Salomon Index investment would have been worth $11052.                         
                                                                               
                                                                               
FISCAL-YEAR PERFORMANCE                                                        
Periods Ended May 31, 1994                                                     
                                                                               
        Since Inception                                                        
 1 Year   (9/30/91)*                                                           
 ------ ---------------                                                        
 1.32%       3.01%                                                             
- -----------------------                                                        
* Average annual compound total return                                         
                                                                               
Income  return  and  principal value represent past performance and will vary. 
Shares may be worth more or less at redemption than at original purchase.      
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
STATEMENT OF NET ASSETS (AMOUNTS IN THOUSANDS)                                 
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND / MAY 31, 1994              
                                                                               
<TABLE>
<CAPTION>                                                                    
U.S. Government Agency ARM/1/---70.8%                                        
                                                                               
                                                                                                    Face           
                                                                                                  Amount    Value  
                                                                                                -------- --------  
<S>                                                                                             <C>      <C>       
Federal Home Loan Mortgage,                                                                                        
  1 Year CMT, resets annually, 5.366%-5.612%, 2/1/17-12/1/18...................................   $2,299   $2,349  
      6.702%, 5/1/20...........................................................................    1,100    1,147  
    resets semi-annually, 5.174%-5.801%, 11/1/18-7/1/29........................................   14,118   14,433  
  COFI, resets annually, 5.906%, 4/1/18........................................................      814      818  
    resets monthly, 4.870%-5.000%, 3/1/97-1/1/30...............................................    4,425    4,360  
    resets semi-annually, 5.216%, 6/1/29.......................................................    1,704    1,713  
Federal National Mortgage Assn.,                                               
  1 Year CMT, resets annually, 4.480%, 12/1/18.................................................    1,645    1,675   
      5.006%-5.478%, 4/1/14-11/1/29............................................................   36,204   36,789   
      5.550%-6.227%, 12/1/13-8/1/21............................................................    6,724    6,904   
      7.431%, 10/1/21..........................................................................      920      953   
    resets semi-annually, 5.251%-5.415%, 10/1/18-10/1/19.......................................    2,059    2,120   
      6.165%-6.554%, 5/1/20-7/1/20.............................................................    5,648    5,828   
  COFI, resets monthly, 4.875%-5.063%, 12/1/16-5/1/31..........................................    4,016    3,977   
      5.470%-5.500%, 12/1/17-1/1/19............................................................    4,314    4,308   
      6.817%, 10/1/14..........................................................................       11       11   
    resets semi-annually, 5.000%-5.434%, 8/1/17-11/1/20........................................    1,973    1,961   
  6 month CD Index, resets semi-annually, 5.556%, 11/1/21......................................      384      393   
  6 month LIBOR, resets semi-annually, 4.908%, 5/1/21..........................................    1,579    1,610   
  6 month T-Bill Index, resets semi-annually, 5.129%-5.571%, 1/1/16-9/1/26.....................   18,670   19,213   
    6.209%-6.905%, 9/1/00-3/1/26...............................................................    2,031    2,098   
Government National Mortgage Assn.,                                            
  1 Year CMT, resets annually, 5.125%-5.500%, 12/20/20-5/20/23.................................   20,531   20,111   
- -----------------------------------------------------------------------------------------------------------------   
TOTAL U.S. GOVERNMENT AGENCY ARM (COST - $135,725)                                                        132,771   
                                                                               
                                                                               
Stripped Mortgage Securities**---1.7%                                          
                                                                               
Federal National Mortgage Assn., Interest Only, 7.500%, 11/25/23...............................    2,727      943   
  8.500%, 4/25/22..............................................................................      338      106   
  9.000%, 6/25/22..............................................................................    2,051      580   
Federal Home Loan Mortgage, Principal Only, Zero Coupon, 2/15/24...............................    1,823    1,502   
- -----------------------------------------------------------------------------------------------------------------   
TOTAL STRIPPED MORTGAGE SECURITIES (COST - $3,415)                                                          3,131   
                                                                               
                                                                               
U.S. Government Agency Floating Rates Notes/1/---2.5%                          
                                                                               
Federal Home Loan Mortgage, resets monthly, 5.100%, 3/15/23....................................    2,005    2,003   
Federal National Mortgage Assn., resets monthly, 4.943%, 3/25/08...............................    2,742    2,740   
- -----------------------------------------------------------------------------------------------------------------   
TOTAL U.S. GOVERNMENT AGENCY FLOATING RATE NOTES (COST - $4,758)                                            4,743   
                                                                               
                                                                               
Non-Government Agency ARM/1/---14.8%                                           
                                                                               
Resolution Trust Corp., MPC,                                                   
  COFI, resets annually, 5.237%, 1/25/27.......................................................   $2,007   $2,011   
    resets semi-annually, 5.032%, 7/27/20......................................................    4,417    4,285   
      5.370%, 2/25/21..........................................................................    4,130    4,066   
  1 Year CMT, resets annually, 4.830%, 11/15/20................................................    3,051    3,005   
      6.302%, 12/25/20.........................................................................      714      732   
  6 month T-Bill Index, resets monthly, 5.863%, 4/25/21........................................    1,280    1,307   
Ryland Mercury Savings Trust, MPC, COFI, resets semi-annually, 5.610%, 10/15/18................      896      892   
Ryland Mortgage Securities, American Home Funding, MPC, COFI, resets monthly, 5.615%, 5/25/17..    1,215    1,227   
Salomon Brothers Mortgage Securities VII, MPC, COFI, resets monthly, 4.451%, 11/25/20..........    7,471    7,471   
Salomon Brothers Mortgage Securities, MPC, COFI, resets semi-annually, 5.625%, 8/25/18.........    1,542    1,526   
Western Federal Savings and Loan, MPC, COFI, resets semi-annually, 5.628%, 7/1/18..............    1,259    1,246   
- -----------------------------------------------------------------------------------------------------------------   
TOTAL NON-GOVERNMENT AGENCY ARM (COST - $28,268)                                                           27,768   
                                                                               
                                                                               
Non-Government Agency CMO---2.4%                                               
                                                                               
Citicorp Mortgage Securities, 6.000%, 3/25/22 (Cost - $4,741)..................................    4,705    4,505   
                                                                               
                                                                               
Other Asset-Backed Securities---1.8%                                           
                                                                               
HFC Home Equity Loan Certificates, 4.750%, 5/20/08 (Cost $3,610)...............................    3,618    3,483   
                                                                               
                                                                               
U.S. Government Guaranteed Obligations---1.2%                                  
                                                                               
Government National Mortgage Assn., 11.500%, 3/15/10-11/1/16                                                        
  (Cost $2,212)................................................................................    1,936    2,219   
                                                                               
                                                                               
U.S. Government Obligations---2.7%                                             
                                                                               
U.S. Treasury Bills, 3.08%, 6/2/94 (Cost $4,996)...............................................    5,000    4,995   
- -----------------------------------------------------------------------------------------------------------------   
TOTAL INVESTMENTS IN SECURITIES - 97.9% (COST - $187,725)......................................          $183,615   
- -----------------------------------------------------------------------------------------------------------------   
Other Assets Less Liabilities - 2.1% ..........................................................             3,902   
                                                                                                         --------   
                                                                               
NET ASSETS CONSISTING OF:                                                      
Accumulated net investment income - net of distributions ......................................      $75            
Accumulated realized gains/losses - net of distributions ......................................  (19,265)            
Unrealized depreciaton of investments..........................................................   (4,110)            
Paid-in-capital applicable to 40,296,171 shares of $0.01 par value capital                                          
  stock outstanding; 1,000,000,000 shares authorized...........................................  210,817            
                                                                                                --------            
                                                                               
NET ASSETS - 100.0% ...........................................................................          $187,517   
                                                                                                         --------   
                                                                                                         --------   
                                                                               
NET ASSET VALUE PER SHARE......................................................................             $4.65   
                                                                                                         --------   
                                                                                                         --------   
- -----------------------------------------------------------------------------------------------------------------   
<FN>                                                                           
/1/ Rates disclosed are as of May 31, 1994                                     
** For Interest Only securities, face amount represents notional principal, on 
which the Fund receives interest.                                              
ARM - Adjustable Rate Mortgages                                                
CMO - Collateralized Mortgage Obligation                                       
MPC -                                                                          
Mortgage Pass-through Certificates                                             
                                                                               
The  Adjustable  Rate  Mortgage securities are reset periodically based on the 
following indices:                                                             
COFI - Cost of Funds Index in the Eleventh Federal Reserve district.           
CMT - Constant Maturity U.S. Treasury Index.                                   
6 Month CD Index - 6 Month Certificate of Deposit Index.                       
6 Month LIBOR - 6 Month London Interbank Offered Rate Index.                   
6 Month Treasury Bill Index - 6 Month Treasury Bill discount rate index.       
</TABLE>                                                                       
                                                                               
                                                                               
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
STATEMENT OF OPERATIONS                                                        
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND                             
                                                                               
<TABLE>
<CAPTION>                                                                              
                                                  Three Months Ended                 
                                                     May 31, 1994       Year Ended   
                                                    [double dagger]    Feb. 28, 1994 
                                                 --------------------- ------------- 
                                                        Amounts in Thousands         
                                                 ----------------------------------- 
<S>                                              <C>                   <C>
INVESTMENT INCOME                                                              
Interest income.................................         $2,687           $16,889     
                                                 --------------------- -------------  
                                                                               
Expenses                                                                       
  Investment management fees....................            100               526     
  Shareholder servicing fees & expenses.........             90               443     
  Custodian and accounting fees & expenses......             29               154     
  Prospectus & shareholder reports..............             13                55     
  Registration fees & expenses..................             11                59     
  Legal & auditing fees.........................              8                26     
  Directors' fees & expenses....................              2                11     
  Miscellaneous ................................              6                29     
                                                 --------------------- -------------  
  Total expenses................................            259             1,303     
                                                 --------------------- -------------  
Net investment income...........................          2,428            15,586     
                                                 --------------------- -------------  
                                                                               
REALIZED AND UNREALIZED LOSS ON INVESTMENTS                                    
Net realized loss...............................           (954)           (3,117)    
Change in unrealized appreciation or              
  depreciation..................................         (3,465)           (2,319)    
                                                 --------------------- -------------  
Net loss on investments.........................         (4,419)           (5,436)    
                                                 --------------------- -------------  
INCREASE (DECREASE) IN NET ASSETS FROM                                                
OPERATIONS......................................        $(1,991)          $10,150     
                                                 --------------------- -------------  
                                                 --------------------- -------------  
- ------------------------------------------------------------------------------------  
<FN>
[double dagger]The Fund's fiscal year-end was changed to May 31.               
</TABLE>
                                                                               
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
STATEMENT OF CHANGES IN NET ASSETS                                             
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND                             
                                                                               
                                                                               
<TABLE>
<CAPTION>                                                                                                             
                                                             Three                                                    
                                                          Months Ended                                                
                                                          May 31, 1994                     Year Ended                 
                                                            [double          ---------------------------------------  
                                                            dagger]          Feb. 28, 1994       Feb. 28, 1993        
                                                          ------------       -------------       -------------        
                                                                             Amounts in Thousands                     
                                                          ----------------------------------------------------------  
<S>                                                       <C>                <C>                 <C>                  
INCREASE (DECREASE) IN NET ASSETS                                                                                     
Operations                                                                     
  Net investment income..................................       $2,428             $15,586             $36,254        
  Net realized loss on investments.......................        (954)             (3,117)            (20,881)        
  Change in unrealized appreciation or depreciation of                                                   2,901        
    investments..........................................      (3,465)             (2,319)       -------------        
                                                          ------------       -------------                            
  Increase (decrease) in net assets from operations......      (1,991)              10,150              18,274        
                                                          ------------       -------------       -------------        
                                                                               
Distributions to shareholders                                                  
  Net investment income..................................      (2,355)            (11,303)            (34,588)        
  Tax return of capital..................................            -             (4,132)             (2,627)        
                                                          ------------       -------------       -------------        
  Decrease in net assets from distributions to                                                                        
    shareholders.........................................      (2,355)            (15,435)            (37,215)        
                                                          ------------       -------------       -------------        
Capital share transactions/1/                                                  
  Sold...................................................       15,975              86,042             778,109        
  Distributions reinvested ..............................        1,885              13,827              27,005        
  Redeemed ..............................................     (51,151)           (345,878)           (652,664)        
                                                          ------------       -------------       -------------        
  Increase (decrease) in net assets from capital share                                                                
    transactions.........................................     (33,291)           (246,009)             152,450        
                                                          ------------       -------------       -------------        
Total increase (decrease)................................     (37,637)           (251,294)             133,509        
                                                                               
NET ASSETS                                                                     
  Beginning of period....................................      225,154             476,448             342,939        
                                                          ------------       -------------       -------------        
  End of period..........................................     $187,517            $225,154            $476,448        
                                                          ------------       -------------       -------------        
                                                          ------------       -------------       -------------        
- --------------------------------------------------------------------------------------------------------------------  
/1/Share transactions                                                          
  Sold...................................................        3,396 shs.         17,922 shs.        157,289 shs.   
  Distributions reinvested ..............................          402               2,877               5,491        
  Redeemed ..............................................     (10,875)            (71,987)           (133,173)        
                                                          ------------       -------------       -------------        
  Increase (decrease) in shares outstanding..............      (7,077) shs.       (51,188) shs.         29,607 shs.   
                                                          ------------       -------------       -------------        
                                                          ------------       -------------       -------------        
- --------------------------------------------------------------------------------------------------------------------  
<FN>                                                                           
[double dagger]The Fund's fiscal year-end was changed to May 31.               
</TABLE>                                                                       
                                                                               
                                                                               
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
NOTES TO FINANCIAL STATEMENTS                                                  
T. Rowe Price Adjustable Rate U.S. Government Fund / May 31, 1994              
                                                                               
                                                                               
NOTE 1---SIGNIFICANT ACCOUNTING POLICIES                                       
T.  Rowe  Price Adjustable Rate U. S. Government Fund (the Fund) is registered 
under the Investment Company Act of 1940 as a diversified, open-end management 
investment  company.  Effective March 1, 1994, the fiscal year-end of the Fund 
changed from February 28 to May 31.                                            
                                                                               
A)   Security   valuation---Debt   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 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  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 money market yields.                                
  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.                             
                                                                               
B)  Premiums  and  Discounts---Except for Mortgage-Backed securities, premiums 
and  discounts  on  debt  securities  are amortized for both financial and tax 
reporting purposes.                                                            
                                                                               
C)  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  an identified cost basis. 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 
which may differ from generally accepted accounting principles.                
                                                                               
NOTE 2---PORTFOLIO TRANSACTIONS                                                
Purchases  and  sales  of  portfolio and U.S. Government securities, excluding 
short-term, were as follows:                                                   

                           Three Months                              
                              Ended        Year Ended                          
                           May 31, 1994 Feb. 28, 1994                          
                           ------------ -------------                          
Portfolio Securities                          
  Purchases                 $       -0-  $ 32,384,000                          
  Sales                      10,474,000    84,405,000                          
U.S. Government Securities                                                     
  Purchases                 $13,768,000  $198,887,000                          
  Sales                      33,311,000   403,165,000                          
                                                                               
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.  The Fund has unused realized capital loss carryforwards 
for  federal  income tax purposes of $18,984,000 at May 31, 1994, which expire 
in 2000 through 2002.                                                          
  At  May  31,  1994, the aggregate cost of investments for federal income tax 
and   financial   reporting  purposes  was  $187,725,000  and  net  unrealized 
depreciation  aggregated  $4,110,000,  of which $51,000 related to appreciated 
investments and $4,161,000 to depreciated investments.                         
                                                                               
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,  computed  daily  and  paid monthly, consisting of an Individual Fund Fee 
equal  to  0.10% 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 0.31% for assets in 
excess  of  $34  billion. The effective annual Group Fee rate at May 31, 1994, 
and  for  the three months then ended was 0.34%. The rate at February 28, 1994 
was  0.34%,  and  for  the year then ended was 0.35%. The Fund pays a pro rata 
portion  of the Group Fee based on the ratio of the Fund's net assets to those 
of the Group.                                                                  
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
  Under  the  terms  of  the  investment  management agreement, the Manager is 
required  to  bear  any  expenses  through May 31, 1996, which would cause the 
Fund's ratio of expenses to average net assets to exceed 0.70%. The limitation 
will  be  phased-in  as follows: 0.50% on March 1, 1994, 0.60% on September 1, 
1994  and 0.70% on March1, 1995. Thereafter, the Fund is required to reimburse 
the  Manager  for  these  expenses,  provided average net assets have grown or 
expenses  have  declined  sufficiently  so as not to cause the Fund's ratio of 
expenses  to average net assets to exceed 0.70% in any month, and that no such 
reimbursement  shall  be  made  to the Manager after May 31, 1998. Pursuant to 
this  agreement  $130,000  of management fees were not accrued by the Fund for 
the  three  months  ended  May  31,  1994.  Pursuant  to a previous agreement, 
$938,000  of  unaccrued  fees  from  the  year ended February 28, 1994, remain 
subject to reimbursement through December 31, 1995.                            
  T. Rowe Price Services, Inc. (TRPS) and Retirement Plan Services, Inc. (RPS) 
are  wholly  owned  subsidiaries  of  the  Manager. TRPS provides transfer and 
dividend disbursing agent functions and shareholder services for all accounts. 
RPS  provides  subaccounting and recordkeeping services for certain retirement 
accounts  invested  in  the  Fund.  The  Manager,  under a separate agreement, 
calculates  the  daily  share price and maintains the financial records of the 
Fund. For the three months ended May 31, 1994, and the year ended February 28, 
1994,  the  Fund  incurred  fees totalling approximately $98,000 and $469,000, 
respectively, for these services provided by related parties. At May 31, 1994, 
investment management and service fees payable were $77,000.                   
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
FINANCIAL HIGHLIGHTS                                                           
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND                             
                                                                               
<TABLE>
<CAPTION>                                                                                
                                            For a share outstanding throughout each      
                                                             period                      
                                          --------------------------------------------   
                                                                           Sept. 30,     
                                                                             1991        
                                          Three Months                   (Commencement   
                                             Ended                            of         
                                            May 31,       Year Ended      Operations)    
                                              1994     -----------------      to         
                                            [double    Feb. 28, Feb. 28,   Feb. 29,      
                                            dagger]      1994     1993       1992        
                                          ------------ -------- -------- -------------   
<S>                                       <C>          <C>      <C>      <C>             
NET ASSET VALUE, BEGINNING OF PERIOD.....    $4.75      $4.83    $4.97       $5.00       
                                          ------------ -------- -------- -------------   
                                                                               
Investment Activities                                                          
  Net investment income..................     0.06*      0.23*    0.29*      0.16*       
  Net realized and unrealized loss.......    (0.11)     (0.08)   (0.13)     (0.03)       
                                          ------------ -------- -------- -------------   
Total from Investment Activities.........    (0.05)      0.15     0.16       0.13        
                                          ------------ -------- -------- -------------   
                                                                               
Distributions                                                                  
  Net investment income..................    (0.05)     (0.17)   (0.28)     (0.16)       
  Tax return of capital..................      -        (0.06)   (0.02)        -         
                                          ------------ -------- -------- -------------   
Total Distributions......................    (0.05)     (0.23)   (0.30)     (0.16)       
                                          ------------ -------- -------- -------------   
                                                                               
NET ASSET VALUE, END OF PERIOD...........    $4.65      $4.75    $4.83      $4.97       
- --------------------------------------------------------------------------------------   
RATIOS/SUPPLEMENTAL DATA                                                       
Total Return.............................   (0.97)%     3.11%    3.33%       2.58%       
Ratio of Expenses to Average Net Assets..    0.50%      0.40%*   0.25%*      0.00%       
                                           [dagger]*                       [dagger]*     
Ratio of Net Investment Income to Average                                                
  Net Assets.............................    4.69%      4.78%    5.96%       7.45%       
                                            [dagger]                       [dagger]      
Portfolio Turnover Rate..................    27.6%      70.4%    110.8%      98.4%       
                                            [dagger]                       [dagger]      
Net Assets, End of Period                                                                
  (in thousands).........................   $187,517   $225,154 $476,448   $342,939      
- --------------------------------------------------------------------------------------   
<FN>                                                                           
[double dagger]The Fund's fiscal year-end was changed to May 31.               
       [dagger]Annualized.                                                     
              *The  manager  agreed  to  bear all expenses of the Fund through 
               June 30, 1992. Excludes expenses in excess of a 0.20% voluntary 
               expense  limitation  in  effect  July  1, 1992 through July 31, 
               1992, and a 0.30% voluntary expense limitation in effect August 
               1,  1992 through August 31, 1992, and a 0.40% voluntary expense 
               limitation  in  effect  September  1, 1992 through February 28, 
               1994,  and a 0.50% voluntary expense limitation in effect March 
               1, 1994 through August 31, 1994.                                
</TABLE>                                                                       
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
REPORT OF INDEPENDENT ACCOUNTANTS                                              
                                                                               
                                                                               
To the Shareholders and Board of Directors of                                  
T. Rowe Price Adjustable Rate U. S. Government Fund, Inc.                      
                                                                               
  We  have  audited  the accompanying statement of net assets of T. Rowe Price 
Adjustable  Rate  U.  S.  Government  Fund,  Inc.  as of May 31, 1994, and the 
related  statement of operations for the three-month period then ended and the 
year  ended  February 28, 1994, the statement of changes in net assets for the 
three-month  period ended May 31, 1994 and each of the two years in the period 
ended  February  28,  1994,  and  the financial highlights for the three-month 
period  ended  May  31,  1994  and  each  of the two years in the period ended 
February  28,  1994,  and  for  the period September 30, 1991 (commencement of 
operations)  to  February  29,  1992. These financial statements and financial 
highlights are the responsibility of the Fund's management. Our responsibility 
is  to  express  an  opinion  on  these  financial  statements  and  financial 
highlights based on our audits.                                                
  We  conducted  our  audits  in  accordance  with generally accepted auditing 
standards.  Those  standards  require  that  we  plan and perform the audit to 
obtain  reasonable  assurance  about  whether  the  financial  statements  and 
financial  highlights  are  free  of  material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures in 
the  financial statements. Our procedures included confirmation of investments 
owned  as  of May 31, 1994 by correspondence with the custodian. An audit also 
includes  assessing  the  accounting principles used and significant estimates 
made  by  management,  as  well  as evaluating the overall financial statement 
presentation.  We  believe  that our audits provide a reasonable basis for our 
opinion.                                                                       
  In  our  opinion, the financial statements and financial highlights referred 
to  above  present fairly, in all material respects, the financial position of 
T.  Rowe Price Adjustable Rate U. S. Government Fund, Inc. as of May 31, 1994, 
the  results  of  its  operations,  changes  in  its  net assets and financial 
highlights for each of the respective periods stated in the first paragraph in 
conformity with generally accepted accounting principles.                      
                                                                               
COOPERS & LYBRAND                                                              
                                                                               
Baltimore, Maryland                                                            
June 17, 1994                                                                  
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
SHAREHOLDER SERVICES                                                           
                                                                               
                                                                               
To help shareholders monitor their current investments and make decisions that 
accurately  reflect their financial goals, T. Rowe Price offers a wide variety 
of information and services---at no extra cost.                                
                                                                               
TELEPHONE SERVICES                                                             
ACCESS YOUR ACCOUNT 24 HOURS A DAY BY CALLING 1-800-638-2587.                  
                                                                               
  Tele*Access[registered trademark]---Gives you your account balance, date and 
amount  of your last transaction, latest dividend payment, and fund prices and 
yields;  lets  you buy, sell, and exchange shares among identically registered 
accounts and move assets between your bank and fund accounts.                  
                                                                               
SHAREHOLDER  SERVICE  REPRESENTATIVES  ARE  AVAILABLE  FROM 8:00 A.M. TO 10:00 
P.M., MONDAY-FRIDAY, AND SATURDAY AND SUNDAY FROM 9:00 A.M. TO 5:00 P.M., E.T. 
CALL 1-800-225-5132.                                                           
                                                                               
  Shareholder  Service  Center---Call to exchange shares or move money between 
your bank and fund accounts.                                                   
                                                                               
ACCOUNT SERVICES                                                               
  Checking---Write  checks  for $500 or more on any money market and most bond 
fund accounts.                                                                 
  Automatic  Investing---Build  your  account  over time by investing directly 
from  your  bank  account or paycheck. A low, $50 minimum makes it easy to get 
started.                                                                       
  Automatic Withdrawal---If you need money from your fund account on a regular 
basis, you can establish scheduled, automatic redemptions.                     
  Dividend  and  Capital  Gains Payment Options---Reinvest all or some of your 
distributions  or  take  them  in  cash.  We  give you maximum flexibility and 
convenience.                                                                   
                                                                               
INVESTMENT INFORMATION                                                         
  Combined   Statement---A  comprehensive  overview  of  your  T.  Rowe  Price 
accounts. The summary page gives your earnings by tax category, provides total 
portfolio  value,  and  lists  your investments by type-stock, bond, and money 
market. Detail pages itemize account transactions by fund.                     
  Quarterly Shareholder Reports---Portfolio managers review the performance of 
the funds in plain language and discuss T. Rowe Price's economic outlook.      
  The  T. Rowe Price Report---A quarterly newsletter with relevant articles on 
market  trends,  personal  financial  planning,  and  T. Rowe Price's economic 
perspective.                                                                   
  Insights---A library of information that includes reports on mutual fund tax 
issues, investment strategies, and financial markets.                          
  Detailed  Investment  Guides---Our  widely  acclaimed  Asset  Mix Worksheet, 
College  Planning Kit, Retirees Financial Guide, Retirement Planning Kit (also 
available  on disk for PC use) and Guide to Risk-Adjusted Performance can help 
you determine and reach your investment goals.                                 
                                                                               
DISCOUNT BROKERAGE                                                             
Trade  stocks, bonds, options, and precious metals at substantial savings over 
full-cost brokers.                                                             
                                                                               
  Tele*Trade-Call  this  automated phone service after business hours to place 
your orders.                                                                   
  Fax*Trade-Buy and sell by simply faxing your order.                          
  Tele*Quote-Provides 24-hour access to stock and option quotes.               
  Money  Fund  Sweep  Feature-Buy  and  sell  securities and have your "sweep" 
account  automatically debited or credited. Dividend and interest payments are 
credited daily.                                                                
                                                                               
If  you  have questions or would like to add a service to your account, please 
call our Shareholder Service Center.                                           
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
T. ROWE PRICE NO-LOAD MUTUAL FUNDS                                             
                                                                               
                                                                               
STABILITY                                                                      
Prime Reserve                                                                  
Summit Cash Reserves                                                           
U.S. Treasury Money                                                            
California Tax-Free Money                                                      
New York Tax-Free Money                                                        
Summit Municipal Money Market                                                  
Tax-Exempt Money                                                               
                                                                               
CONSERVATIVE INCOME                                                            
Adjustable Rate U.S. Government                                                
Short-Term Bond                                                                
Short-Term Global Income                                                       
Summit Limited-Term Bond                                                       
U.S. Treasury Intermediate                                                     
Florida Insured Intermediate Tax-Free                                          
Maryland Short-Term Tax-Free Bond                                              
Summit Municipal Intermediate                                                  
Tax-Free Insured Intermediate Bond                                             
Tax-Free Short-Intermediate                                                    
                                                                               
INCOME                                                                         
Global Government Bond                                                         
GNMA                                                                           
New Income                                                                     
Spectrum Income                                                                
Summit GNMA                                                                    
U.S. Treasury Long-Term                                                        
California Tax-Free Bond                                                       
Georgia Tax-Free Bond                                                          
Maryland Tax-Free Bond                                                         
New Jersey Tax-Free Bond                                                       
New York Tax-Free Bond                                                         
Summit Municipal Income                                                        
Virginia Tax-Free Bond                                                         
Tax-Free Income                                                                
                                                                               
AGGRESSIVE INCOME                                                              
High Yield                                                                     
International Bond                                                             
Tax-Free High Yield                                                            
                                                                               
CONSERVATIVE                                                                   
GROWTH                                                                         
Balanced                                                                       
Capital Appreciation                                                           
Dividend Growth                                                                
Equity Income                                                                  
Equity Index                                                                   
Growth & Income                                                                
Spectrum Growth                                                                
                                                                               
GROWTH                                                                         
Blue Chip Stock                                                                
European Stock                                                                 
Growth Stock                                                                   
International Stock                                                            
Japan                                                                          
Mid-Cap Growth                                                                 
New Era                                                                        
Small-Cap Value                                                                
                                                                               
AGGRESSIVE GROWTH                                                              
International Discovery                                                        
Latin America                                                                  
New America Growth                                                             
New Asia                                                                       
New Horizons                                                                   
OTC                                                                            
Science & Technology                                                           
                                                                               
Call  if  you  want  to  know  about  any T. Rowe Price Fund. We'll send you a 
prospectus with more complete information, including management fees and other 
expenses. Read it carefully before you invest or send money.                   
                                                                               



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