U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
T. Rowe Price Short-Term U.S. Government Fund, Inc.
100 East Pratt Street
Baltimore, MD 21202
2. Name of each series or class of funds for which this notice is
filed:
Not Applicable
3. Investment Company Act File Number: 811-6386
Securities Act File Number: 33-42206
4. Last day of fiscal year for which this notice is filed:
May 31, 1997
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
79,271,835 shares
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
2,656,630 shares
9. Number and aggregate sale price of securities sold during the
fiscal year:
5,409,169 shares aggregating $25,019,538
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
5,409,169 shares aggregating $25,019,538
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
1,015,809 shares aggregating $4,695,286
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 25,019,538
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 4,695,286
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 36,156,589
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + -0-
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): = ($ 6,441,765)
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $ -0-
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
Carmen F. Deyesu, Treasurer
By (Signature and Title)*
July 18, 1997
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
July 18, 1997
T. Rowe Price Short-Term U.S. Government Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Short-Term U.S. Government Fund,
Inc., a Maryland corporation (the "Corporation") is filing
with the Securities and Exchange Commission a Rule 24f-2
Notice containing the information specified in paragraph
(b)(1) of Rule 24f-2 under the Investment Company Act of
1940 (the "Rule"). The effect of the Rule 24f-2 Notice,
when accompanied by this opinion and by the filing fee, if
any, payable as prescribed by paragraph (c) of the Rule
will be to make definite the number of shares sold by the
Corporation during the fiscal year ending May 31, 1997 in
reliance upon the Rule, if any (the "Rule 24f-2 Shares").
We have, as counsel, participated in various
corporate and other proceedings relating to the Corporation
and to the Rule 24f-2 Shares. We have examined copies,
either certified or otherwise proven to our satisfaction to
be genuine, of its Charter and By-Laws, as currently in
effect, and a certificate dated July 8, 1997, issued by the
Department of Assessments and Taxation of the State of
Maryland certifying the existence and good standing of the
Corporation. We have also reviewed the Corporation's
Registration Statement on Form N-1A and the form of the
Rule 24f-2 Notice being filed by the Corporation. We are
generally familiar with the corporate affairs of the
Corporation.
The Corporation has advised us that the Rule
24f-2 Shares were sold in the manner contemplated by the
prospectus of the Corporation that was current and
effective under the Securities Act of 1933 at the time of
sale, and that the Rule 24f-2 Shares were sold in numbers
within the limits prescribed by the Charter of the
Corporation for a consideration not less than the par value
thereof as required by the laws of Maryland and not less
than the net asset value thereof as required by the
Investment Company Act of 1940.
Based upon the foregoing, it is our opinion
that:
The Corporation has been duly organized
and is legally existing under the laws of the State of
Maryland.
The Corporation is authorized to issue one
billion (1,000,000,000) shares of Capital Stock, par value
one cent ($.01) per share. Under Maryland law, (i) the
number of authorized shares may be increased or decreased
by
action of the Board of Directors and (ii) shares which
were issued and which have subsequently been redeemed by
the Corporation are, by virtue of such redemption, restored
to the status of authorized and unissued shares.
The Rule 24f-2 Shares were legally issued
and are fully paid and non-assessable.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission together with
the Rule 24f-2 Notice of the Corporation, and to the filing
of this opinion under the securities laws of any state.
We are members of the Bar of the State of New
York and do not hold ourselves out as being conversant with
the laws of any jurisdiction other than those of the United
States of America and the State of New York. We note that
we are not licensed to practice law in the State of
Maryland, and to the extent that any opinion expressed
herein involves the law of Maryland, such opinion should be
understood to be based solely upon our review of the
documents referred to above, the published statutes of that
State and, where applicable, published cases, rules or
regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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