T ROWE PRICE SUMMIT FUNDS INC
497, 1995-03-16
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          PAGE 1

          Prospectus for the T. Rowe Price Summit Funds, Inc., dated March
          1, 1995, should be inserted here.

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

FOR YIELDS & PRICES
TELE*ACCESS(REGISTERED TRADEMARK)
1-800-638-2587
24 HOURS, 7 DAYS

INVESTOR CENTERS
101 EAST LOMBARD ST.
BALTIMORE, MD

T. ROWE PRICE
FINANCIAL CENTER
10090 RED RUN BLVD.
OWINGS MILLS, MD

FARRAGUT SQUARE
900 17TH STREET, N.W.
WASHINGTON, DC

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

INVEST WITH CONFIDENCE

SIC


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

Prospectus

T. Rowe Price
Summit Income Funds

T. Rowe Price
Summit Funds, Inc.
March 1, 1995
__________________________________________________________________________

A choice of corporate bond, government mortgage, and money market funds for
income-oriented investors.

Facts at a Glance

Investment Goals

Money fund: Preservation of capital, liquidity, and the highest level of
income consistent with these goals.

Bond funds: Highest level of income consistent with each fund's prescribed
investment program.

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

Strategy and Risk/Reward

Cash Reserves Fund. Invests principally in the highest-quality U.S.
dollar-denominated money market securities. Average maturity will not exceed
90 days. YOUR INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT, AND THERE IS NO ASSURANCE THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.

Risk/Reward: Lowest potential risk and reward.

Limited-Term Bond Fund. Invests primarily in investment-grade corporate bonds.
Average effective maturity will range between one and five years.
Risk/Reward: Moderate income level and share-price fluctuation.

GNMA Fund. Invests primarily in mortgage-backed certificates issued by the
Government National Mortgage Association (GNMA) as well as in other U.S.
Government agency securities. Effective maturity will vary between three and
10 years. 

Risk/Reward: Expected to provide higher income than the Limited-Term Bond Fund
accompanied by potentially greater share-price fluctuation.

Investor Profile Investors who seek higher yields for the fixed-income portion
of their portfolio and can meet the funds' $25,000 initial purchase
requirement. Appropriate for tax-deferred retirement plans.

Fees and Charges 100% no load.  No fees or charges to buy or sell shares or to
reinvest dividends; no 12b-1 marketing fees; free telephone exchange.

Investment Manager Founded in 1937 T. Rowe Price Associates and its affiliates
managed over $57 billion in over three million individual and institutional
investor accounts as of December 31, 1994.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION, PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

T. ROWE PRICE
SUMMIT FUNDS, INC.
MARCH 1, 1995

PROSPECTUS

CONTENTS
__________________________________________________________________________

1    ABOUT THE FUNDS
__________________________________________________________________________

     TRANSACTION AND FUND EXPENSES                       2
__________________________________________________________________________

     FINANCIAL HIGHLIGHTS                                3
__________________________________________________________________________

     FUND, MARKET, AND 
     RISK CHARACTERISTICS                                4
__________________________________________________________________________

2    ABOUT YOUR ACCOUNT
__________________________________________________________________________

     PRICING SHARES; RECEIVING 
     SALE PROCEEDS                                      11
__________________________________________________________________________

     DISTRIBUTIONS AND TAXES                            12
__________________________________________________________________________

     TRANSACTION PROCEDURES AND 
     SPECIAL REQUIREMENTS                               13
__________________________________________________________________________

3    MORE ABOUT THE FUNDS
     ORGANIZATION AND MANAGEMENT                        16
__________________________________________________________________________

     UNDERSTANDING FUND PERFORMANCE                     17
__________________________________________________________________________

     INVESTMENT POLICIES 
     AND PRACTICES                                      18
__________________________________________________________________________

4    INVESTING WITH T. ROWE PRICE
     MEETING REQUIREMENTS 
     FOR NEW ACCOUNTS                                   27
__________________________________________________________________________

     OPENING A NEW ACCOUNT                              27
__________________________________________________________________________

     PURCHASING ADDITIONAL SHARES                       28
__________________________________________________________________________

     EXCHANGING AND REDEEMING                           29
__________________________________________________________________________

     SHAREHOLDER SERVICES                               29
__________________________________________________________________________

THIS PROSPECTUS CONTAINS INFORMATION YOU SHOULD KNOW BEFORE INVESTING. PLEASE
KEEP IT FOR FUTURE REFERENCE. A STATEMENT OF ADDITIONAL INFORMATION ABOUT THE
FUNDS, DATED MARCH 1, 1995, HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND IS INCORPORATED BY REFERENCE IN THIS PROSPECTUS. TO OBTAIN A
FREE COPY, CALL 1-800-977-1577.



1    ABOUT THE FUNDS

Transaction and Fund Expenses

Each T. Rowe Price Summit fund has a single, all-inclusive fee covering
investment management and operating expenses. This fee will not fluctuate. In
contrast, most mutual funds have a fixed management fee plus a fee for
operating expenses that varies according to a number of other factors. (See
"How are fund expenses determined?" under "The Fund's Organization and
Management.")

__________________________________________________________________________

EXPENSE RATIOS FOR THE SUMMIT FUNDS ARE SUBSTANTIALLY BELOW THEIR INDUSTRY
AVERAGES.

In Table 1 below, "Shareholder Transaction Expenses" shows that you pay no
direct sales charges. All the money you invest in a fund goes to work for you,
subject to the fees explained below. "Annual Fund Expenses" shows how much it
will cost to operate each fund for a year. These are costs you pay indirectly,
because they are deducted from the fund's total assets before the daily share
price is calculated and before dividends and other distributions are made. In
other words, you will not see these expenses on your account statement.

__________________________________________________________________________

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

Shareholder Transaction Expenses
__________________________________________________________________________

Sales charge "load" on purchases                      None
__________________________________________________________________________

Sales charge "load" on reinvested dividends           None
__________________________________________________________________________

Redemption fees                                       None
__________________________________________________________________________

Exchange fees                                         None
__________________________________________________________________________

Annual Fund Expenses   Percentage of Fiscal 1994 Average Net Assets

                       Cash            Limited-        GNMA
                       Reserves        Term Bond
__________________________________________________________________________

Management fee*        0.45%           0.55%           0.60%
__________________________________________________________________________

Marketing fees (12b-1) None            None            None
__________________________________________________________________________

Other expenses*        0.00%           0.00%           0.00%
__________________________________________________________________________

Total fund expenses*   0.45%           0.55%           0.60%
__________________________________________________________________________

*The management fee includes operating expenses.

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

o    Hypothetical example: Assume you invest $1,000, the fund returns 5%
     annually, expense ratios remain as listed above, and you close your
     account at the end of the time periods shown. Your expenses would be:

__________________________________________________________________________

THE TABLE AT RIGHT IS JUST AN EXAMPLE; ACTUAL EXPENSES CAN BE HIGHER OR LOWER
THAN THOSE SHOWN.

                         1 year   3 years   5 years   10 years
__________________________________________________________________________

Cash Reserves               $5       $14       $25      $57
__________________________________________________________________________

Limited-Term Bond            6        18        31       69
__________________________________________________________________________

GNMA                         6        19        33       75
__________________________________________________________________________

Table 2

Financial Highlights

The following table provides information about each fund's financial history.
It is based on a single share outstanding throughout the fiscal year. The
table is part of each fund's financial statements which are included in the
funds' annual report and are incorporated by reference into the Statement of
Additional Information. This document is available to shareholders upon
request. The financial statements in the annual report have been audited by
Coopers & Lybrand L.L.P., independent accountants, whose unqualified report
covers the period shown.

<PAGE>
<TABLE>

<CAPTION>
                     Investment Activitities            Distributions

                                Net Realized
            Net                      and
        Asset Value,             Unrealized   Total
   Year   Beginning     Net      Gain (Loss)  from         Net       Net          
  Ended,     of     Investment       on    Investment  Investment Realized      Total
October 31 Period     Income     InvestmentsActivities   Income     Gain    Distributions
_________________________________________________________________________________________________________

Cash Reserves 
Fund
 <S>      <C>        <C>          <C>       <C>         <C>       <C>         <C>     
  1994     $1.000      $0.035                 $0.035     $(0.035)              $(0.035)

Limited-Term 
Bond Fund

  1994     $5.00       $0.33       $(0.36)   $(0.03)     $(0.33)               $(0.33)

GNMA Fund

  1994    $10.00       $0.69       $(0.85)   $(0.16)     $(0.69)               $(0.69)
_________________________________________________________________________________________________________

<CAPTION>

End of Period

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

Cash Reserves
Fund

  <C>            <C>         <C>              <C>            <C>            <C>     

  $1.000         3.60%      $ 186,523        0.45%a         4.03%a               

Limited-Term 
Bond Fund

   $4.64       (0.71)%       $ 21,116        0.55%a         6.98%a        296.0%a

GNMA Fund

   $9.15       (1.67)%       $ 17,184        0.60%a         7.31%a         61.5%a

_________________________________________________________________________________________________________
<FN>
 a  Annualized
</FN>
_________________________________________________________________________________________________________
Table 3
</TABLE>
<PAGE>
Fund, Market, and Risk Characteristics: What to Expect

To help you decide which of the T. Rowe Price Summit funds may be appropriate
for you, this section takes a closer look at their special benefits, the
fixed-income markets in which they invest, and the investment programs for the
Cash Reserves, Limited-Term Bond, and GNMA funds.

__________________________________________________________________________

INVESTING IN THE T. ROWE PRICE SUMMIT FUNDS OFFERS SOME SPECIAL BENEFITS.

How do I benefit from investing in the T. Rowe Price Summit funds?

You gain the advantages of funds that are tailored specifically to the needs
of self-directed individuals with substantial assets to invest in fixed-income
securities. The funds offer such investors three key benefits:

 o  Access to professionally managed, diversified portfolios of fixed-income
    securities.

 o  A low-cost structure that translates into higher returns, all else being
    equal.

 o  Services designed to help you manage your investments more effectively
    and efficiently.

How do the funds achieve their low-cost advantage?

The advantage reflects their more favorable ratio of expenses to assets. The
$25,000 initial purchase requirement means that the average account balanced
in each Summit fund is high. Since shareholder recordkeeping costs a
substantial portion of fund expenses are basically the same for all sizes of
accounts, a fund with larger account balances can spread the expenses over
more investment dollars, achieving a low overall expense ratio. Expenses are
deducted from fund assets before dividends are paid, as explained on the
previous page, so lower costs result in higher dividends for Summit
shareholders.

What services can I expect to be available?

Unlike some mutual funds, low costs do not mean any reduction in service for
Summit fund investors. On the contrary, you will not only receive the wide
range of services available to all T. Rowe Price shareholders, but also have
access to specially trained fixed-income service representatives and timely
market information to help you manage your accounts.

__________________________________________________________________________

THE FUND OR FUNDS YOU SELECT SHOULD REFLECT YOUR INDIVIDUAL INVESTMENT GOALS,
BUT SHOULD NOT REPRESENT YOUR COMPLETE INVESTMENT PROGRAM. NO FUND SHOULD BE
USED FOR SHORT-TERM TRADING PURPOSES.

What are the Summit funds' objective and investment program?

Cash Reserves Fund. The fund's objectives are preservation of capital,
liquidity, and, consistent with these, the highest possible current income.
The fund invests in a diversified portfolio of U.S. dollar-denominated money
market securities issued in the U.S. and abroad, and will not invest more than
5% of its total assets in securities of any one issuer. The fund's yield will
fluctuate in response to changes in interest rates, but the share price is
managed to remain stable at $1.00. Unlike most bank accounts or certificates
of deposit, the fund is not insured or guaranteed by the U.S. Government.

The fund invests at least 95% of its total assets in securities receiving the
highest credit rating assigned by at least two established rating agencies, by
one rating agency if the security is rated by only one, or, if unrated, the
equivalent rating as established by T. Rowe Price. The fund's dollar-weighted
average maturity will not exceed 90 days. It will generally purchase
securities with maturities of 13 months or less, although U.S. Government
securities with maturities up to 25 months may also be purchased.

__________________________________________________________________________

FOR MORE DETAILED DESCRIPTIONS OF EACH FUND'S SECURITIES, SEE "INVESTMENT
POLICIES AND PRACTICES."

Limited-Term Bond Fund. The fund's objective is to provide a high level of
income consistent with moderate fluctuation in principal value. The fund will
invest at least 65% of total assets in short- and intermediate-term,
investment-grade bonds. There are no maturity limitations on individual
securities purchased, but the fund's dollar-weighted average effective
maturity will not exceed five years. Targeting effective maturity provides
additional flexibility in portfolio management but, all else being equal,
could result in higher volatility than would be true of a fund targeting a
stated maturity or maturity range.

At least 90% of the fund portfolio will be invested in securities rated in the
four highest credit categories by a nationally recognized rating agency, or,
if unrated, of equivalent quality as determined by T. Rowe Price. To enhance
yield, up to 10% of assets can be invested in below-investment-grade
securities, including those with the lowest rating. The fund's income level
should be much higher than the money fund's, but its share price will vary.

GNMA Fund. The fund's objective is to provide a high level of income and
maximum credit protection by investing at least 65% of total assets in GNMA
certificates backed by the full faith and credit of the U.S. Government. Up to
35% of assets can be invested in other types of high-quality securities (AAA
or AA), such as direct obligations of the U.S. Government, securities of other
U.S. Government-sponsored agencies, privately issued mortgage securities, and
corporate bonds. The fund's effective maturity generally will vary between
three and 10 years and will be influenced by principal prepayments of GNMA or
other mortgage-backed securities. Prices of GNMAs and other mortgage-backed
securities fluctuate like other fixed-income securities of comparable
maturity, but may have less appreciation potential when interest rates
decline, because prepayments usually increase. Prepayments of mortgage
securities that were purchased at a price over face value (par) result in a
capital loss. The fund should provide the highest income of these three funds
but is expected to experience greater share-price fluctuation.

__________________________________________________________________________

BEFORE CHOOSING A FUND, YOU MAY FIND IT HELPFUL TO REVIEW SOME FUNDAMENTALS OF
FIXED-INCOME INVESTING.

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

 o  Price   Like all bond funds, bond funds have a fluctuating share price.
    Money market funds are managed to maintain a stable share price. 

 o  Maturity   Limited-term bond funds have longer average maturities (from
    one to 5 years) than money market funds (90 days or less). Longer-term
    bond funds have the longest average maturities (10 years or more). Of
    course, unlike a money market fund, the share prices of bond funds will
    fluctuate and your investment may be worth more or less on redemption
    than at purchase.

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

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

It will vary. The yield is calculated every day by dividing a fund's net
income per share, expressed at annual rates, by the share price. Since both
income and share price will fluctuate, a fund's yield will also vary.
(Although money fund prices are stable, income is variable.)

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

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

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

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

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

A bond or money market mutual fund has no maturity in the strict sense of the
word, but does have a dollar-weighted average maturity. This number is an
average of the stated maturities of the underlying instruments, with each
maturity "weighted" by the percentage of fund assets it represents. Funds that
target effective maturities would use the effective (rather than stated)
maturities of the underlying bonds when computing the average. Targeting
effective maturity provides additional flexibility in portfolio management
but, all else being equal, could result in higher volatility than a fund
targeting a stated maturity or maturity range.

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

Duration is the time-weighted value of discounted future interest and
principal payments expressed in years. It is a better measure than maturity of
bond price sensitivity to interest rate changes because it takes into account
the time value of cash flows generated over the bond's life. Future interest
and principal payments are discounted to reflect their present value and then
are multiplied by the number of years they will be received to produce a value
that is expressed in years, i.e., the duration. A more refined measure than
average maturity, effective duration takes into account call features and
sinking fund payments which may shorten a bond's life.

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

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

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

__________________________________________________________________________

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

How Interest Rates Affect Bond Prices

Bond MaturityCoupon   Price of a $1,000 Bond If Interest Rates:

                         Increase            Decrease
                         1%        2%        1%        2%
__________________________________________________________________________

1 Year         6.15%   $991     $981      $1,010    $1,019
__________________________________________________________________________

5 Years        7.48     960      922       1,042     1,086
__________________________________________________________________________

10 Years       7.80     934      874       1,072     1,150
__________________________________________________________________________

30 Years       7.97     897      810       1,125     1,278
__________________________________________________________________________

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

Since the average effective maturity of bonds held by the Limited-Term Bond
Fund is expected to be approximately five years, the fund's share price, like
the value of the underlying bonds in its portfolio, should fluctuate less than
a fund which holds bonds with longer average effective maturities. If mortgage
prepayments should accelerate in a falling interest rate environment, GNMA
securities may appreciate less than shown in the example above. The amount of
appreciation would depend on the characteristics of the mortgages, such as
their coupon or maturity.

Do money market securities react to changes in interest rates?

Yes. As interest rates change, the prices of money market securities
fluctuate, but changes are usually small because of their very short
maturities. Investments are typically held until maturity in a money fund to
help it maintain a $1.00 share price.

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

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

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

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

How does T. Rowe Price try to reduce risk?

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

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

 o  Thorough credit research by our own analysts; and

 o  Adjustments in a fund's duration to try to reduce the negative impact of
    rising interest rates or take advantage of the favorable effects of
    falling rates. 

Depending on market outlook, the investment manager may shorten or lengthen a
fund's average effective maturity within the ranges and guidelines established
in this prospectus.

What are the funds' policies on derivative investments? (Limited-Term and GNMA
Funds)

Each of these funds will invest in derivatives only if the expected rewards
and risks or their effect on the portfolio as a whole are consistent with the
fund's objectives, policies, and overall risk profile as described in this
prospectus. The funds may invest in derivatives for one or more of the
following purposes: to increase yield; to hedge against risk or adjust the
portfolio's overall risk level; to change the fund's duration; or to
capitalize on a specific market viewpoint.

A number of important points should be kept in mind regarding derivatives:

 o  The definition of "derivative" is very broad and can be applied to
    investments representing a wide range of potential risks and rewards. A
    derivative is defined as a financial instrument whose value is derived
    from an underlying security (e.g., a stock or bond) or a market
    benchmark (e.g., an interest rate index). Variable rate notes, stripped
    mortgage securities, and bond futures and options are among the many
    examples of derivatives.

 o  While conventional derivatives may not entail any more risk than
    traditional investments, other types can involve significantly greater
    risk. The amount of risk may not be indicated by the instrument's credit
    rating.

 o  The evolution of the derivatives market has fostered new ways to
    understand, measure, and manage financial risk. When used appropriately,
    derivatives can be useful and efficient portfolio management tools. When
    used inappropriately, however, they may increase risk. The success or
    failure of a particular derivative investment should be measured against
    its intended purpose. For example, a bond future may lose money but
    succeed in hedging (protecting) a portfolio against an adverse change in
    interest rates.

__________________________________________________________________________

THESE ARE SOME CHARACTERISTICS OF MORTGAGE-BACKED SECURITIES.

What are mortgage-backed securities and who issues them?

Mortgage lenders pool individual home mortgages with similar characteristics
to back a certificate or bond, which is sold to investors. Interest and
principal payments generated by the underlying mortgages are passed through to
the investors. The "big three" issuers of mortgage-backed securities are the
Government National Mortgage Association (Ginnie Mae), the Federal National
Mortgage Association (Fannie Mae), and the Federal Home Loan Mortgage
Corporation (Freddie Mac). Private mortgage bankers also issue these
securities.

What are the main differences between GNMAs and other mortgage-backed
securities?

GNMA is part of the Department of Housing and Urban Development (HUD), so
GNMA's guarantee of timely interest and principal payments is backed by the
full faith and credit of the U.S. Government. Fannie Mae and Freddie Mac are
privately owned, government-sponsored agencies which issue their own
guarantees for interest and principal payments on the mortgage-backed
securities they issue. Their securities do not have a direct U.S. Government
guarantee, but are of very high credit quality. Privately issued
mortgage-backed securities carry no government guarantees. For this and other
reasons, all these securities usually offer higher yields than GNMAs.

Do mortgage-backed securities usually behave like other high-quality bonds?

Generally yes, with one important exception. Mortgage securities are subject
to scheduled and unscheduled principal payments as homeowners pay down or
prepay their mortgages. As these payments are received, they must be
reinvested when interest rates may be higher or lower than on the original
mortgage security. Therefore, mortgage securities are not an effective means
of locking in long-term interest rates. In addition, when interest rates fall,
the pace of mortgage prepayments picks up. These refinanced mortgages are paid
off at face value (par), causing a loss for any investor who may have
purchased the security at a price above par. In such an environment, this risk
limits the potential price appreciation of these securities and can negatively
affect the fund's net asset value. When rates rise, however, mortgage-backed
securities have historically experienced smaller price declines than
comparable quality bonds.

__________________________________________________________________________

THE SHARE PRICE AND YIELD OF THE LIMITED- TERM BOND AND GNMA FUNDS WILL
FLUCTUATE WITH CHANGING MARKET CONDITIONS AND INTEREST RATE LEVELS. WHEN YOU
SELL YOUR SHARES, YOU MAY LOSE MONEY. THE YIELD OF THE CASH RESERVES FUND WILL
FLUCTUATE, BUT ITS SHARE PRICE IS MANAGED TO MAINTAIN A $1.00 PRICE PER SHARE.

What should I consider when selecting a fund?

Review your own financial objectives, time horizon, and risk tolerance. Use
the next table, which summarizes each funds' main characteristics, to choose a
fund (or funds) suitable for your particular needs. For example, only the
money fund is designed to provide principal stability, which makes it a good
choice for money you may need for occasional or unexpected expenses. However,
if you are investing for the highest possible income and can tolerate some
price volatility, you should consider a longer-term bond fund.

Differences Among Funds

Fund    Income  Risk of Share-                  Expected  Credit 
                Price         Average           Quality
                Fluctuation   Maturity          Categories
__________________________________________________________________________

Cash    Lower   Stable        No more than 90 days        Two Highest
Reserves
__________________________________________________________________________

Limited-        Moderate      Moderate          1 to 5 years   Primarily Four
Term Bond                                                 Highest
__________________________________________________________________________

GNMA    Higher  Higher        3 to 10 years     Two Highest
__________________________________________________________________________
Table 5

How does each fund's overall credit quality relate to its investment
objective?

Investing exclusively in high-quality securities helps the Cash Reserves Fund
pursue its primary goal safety of principal. To secure a higher income with
moderate principal fluctuation, the Limited-Term Bond Fund invests at least
90% of assets in investment-grade securities (rated AAA through BBB); the
balance may consist of securities rated below investment grade, including
those with the lowest rating. Like all portfolio holdings, these securities
are subject to rigorous credit research conducted by T. Rowe Price analysts.
(For further discussion, see "Investment Policies and Practices High Yield
Investing.") In keeping with its emphasis on high income consistent with
credit safety, the GNMA Fund's investments are all high quality.

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

You should review the investment objectives and other details about each fund
set forth on the following few pages. Also, be sure to review "Investment
Policies and Practices" in Section 3, which reviews the following topics:
Types of Portfolio Securities (bonds, asset-backed securities, mortgage-backed
securities, hybrid instruments, private placements, and foreign securities);
and Types of Management Practices (cash position, borrowing money and
transferring assets, futures and options, interest rate swaps, managing
foreign currency risk, lending of portfolio securities, when issued securities
and forward commitment contracts, portfolio turnover, and high yield/high risk
investing).


2       About Your Account

Pricing Shares and Receiving Sale Proceeds

Here are some procedures you should know when investing in a fund.

__________________________________________________________________________

THE VARIOUS WAYS YOU CAN BUY, SELL, AND EXCHANGE SHARES ARE EXPLAINED AT THE
END OF THIS PROSPECTUS AND ON THE NEW ACCOUNT FORM.

How and when shares are priced

Bond and Money Funds. The share price (also called "net asset value" or NAV
per share) for a fund is calculated at 4 p.m. ET each day the New York Stock
Exchange is open for business. To calculate the NAV, the fund's assets are
valued and totaled, liabilities are subtracted, and the balance, called net
assets, is divided by the number of shares outstanding. 

Money fund NAVs, which are managed to remain at $1.00, are calculated at noon
ET each day as well as 4 p.m. Amortized cost or amortized market value is used
to value money fund securities that mature in 60 days or less.

__________________________________________________________________________

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

How your purchase, sale, or exchange price is determined

If we receive your request in correct form before 4 p.m. ET, your transaction
will be priced at that day's NAV. If we receive it after 4 p.m., it will be
priced at the next business day's NAV.

We cannot accept orders that request a particular day or price for your
transaction or any other special conditions.

Note: The time at which transactions are priced and until which orders are
accepted may be changed in case of an emergency or if the New York Stock
Exchange closes at a time other than 4 p.m. ET.

How you can receive the proceeds from a sale 

If your request is received by 4 p.m. ET in correct form, proceeds are usually
sent the next business day. Proceeds can be sent to you by mail, or to your
bank account by ACH transfer or bank wire. Proceeds sent by ACH transfer
should be credited the second day after the sale. ACH (Automated Clearing
House) is an automated method of initiating payments from and receiving
payments in your financial institutional account. ACH is a payment system
supported by over 20,000 banks, savings banks and credit unions, which
electronically exchanges the transactions through the Federal Reserve Banks.
Proceeds sent by bank wire should be credited to your account the next
business day. 

__________________________________________________________________________

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

Exception:

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

Useful Information on Distributions and Taxes

__________________________________________________________________________

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

Dividends and other distributions 

Dividend and capital gain distributions are reinvested in additional fund
shares in your account unless you select another option on your New Account
Form. The advantage of reinvesting distributions arises from compounding; that
is, you receive dividend and capital gain distributions on a rising number of
shares. 

Distributions not reinvested are paid by check or transmitted to your bank
account via ACH. If the Post Office cannot deliver your check, or if your
check remains uncashed for six months, the fund reserves the right to reinvest
your distribution check in your account at the then current NAV and to
reinvest all subsequent distributions in shares of the fund.

Income dividends

 o  Bond funds declare income dividends daily at 4 p.m. ET to shareholders
    of record at that time provided payment has been received on the
    previous business day.

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

 o  Bond and money fund shares will earn dividends through the date of
    redemption; shares redeemed on a Friday or prior to a holiday will
    continue to earn dividends until the next business day. Generally, if
    you redeem all of your shares at any time during the month, you will
    also receive all dividends earned through the date of redemption in the
    same check. When you redeem only a portion of your shares, all dividends
    accrued on those shares will be reinvested, or paid in cash, on the next
    dividend payment date.

Capital gains

 o  A capital gain or loss is the difference between the purchase and sale
    price of a security.

 o  If the fund has net capital gains for the year (after subtracting any
    capital losses), they are usually declared and paid in December to
    shareholders of record on a specified date that month. If a second
    distribution is necessary, it is usually declared and paid during the
    first quarter of the following year.

Tax information

You need to be aware of the possible tax consequences when

 o  you sell fund shares, including an exchange from one fund to another, or

 o  the fund makes a distribution to your account.

__________________________________________________________________________

THE FUND SENDS TIMELY INFORMATION FOR YOUR TAX FILING NEEDS.

Taxes on fund redemptions. When you sell shares in any fund, you may realize a
gain or loss. An exchange from one fund to another is still a sale for tax
purposes.

In January, the fund will send you Form 1099-B, indicating the date and amount
of each sale you made in the fund during the prior year. This information will
also be reported to the IRS. For accounts opened new or by exchange in 1983 or
later, we will provide you the gain or loss of the shares you sold during the
year, based on the "average cost" method. This information is not reported to
the IRS, and you do not have to use it. You may calculate the cost basis using
other methods acceptable to the IRS, such as "specific identification."

To help you maintain accurate records, we send you a confirmation immediately
following each transaction (except for systematic purchases and redemptions)
you make and a year-end statement detailing all your transactions in each fund
account during the year.

__________________________________________________________________________

DISTRIBUTIONS ARE TAXABLE WHETHER REINVESTED IN ADDITIONAL SHARES OR RECEIVED
IN CASH.

Taxes on fund distributions. The following summary does not apply to
retirement accounts, such as IRAs, which are tax-deferred until you withdraw
money from them.

In January, the fund will send you Form 1099-DIV indicating the tax status of
any dividend and capital gain distribution made to you. This information will
also be reported to the IRS. All distributions made by these funds are taxable
to you for the year in which they were paid. The fund will send you any
additional information you need to determine your taxes on fund distributions,
such as the portion of your dividends, if any, that may be exempt from state
income taxes.

Short-term capital gains are taxable as ordinary income and long-term gains
are taxable at the applicable long-term gain rate. The gain is long or short
term depending on how long the fund held the securities, not how long you held
shares in the fund. If you realize a loss on the sale or exchange of fund
shares held six months or less, your short-term loss recognized is
reclassified to long-term to the extent of any capital gain distribution
received.

If distributions from the Limited-Term Bond Fund arising from transactions in
foreign currencies or securities reduce the fund's net income, a portion of
its dividends may be classified as a return of capital. Tax treatment of
distributions is explained in the year-end tax information we send.

Tax effect of buying shares before a capital gain distribution. If you buy
shares shortly before or on the "record date" the date that establishes you as
the person to receive the upcoming distribution you will receive in the form
of a taxable distribution a portion of the money you just invested. Therefore,
you may wish to find out a fund's record date(s) before investing. Of course,
a fund's share price may at any time reflect undistributed capital gains or
unrealized appreciation.

Transaction Procedures and Special Requirements

Purchase Conditions

__________________________________________________________________________

FOLLOWING THESE PROCEDURES HELPS ASSURE TIMELY AND ACCURATE TRANSACTIONS.

Nonpayment. If your payment is not received or you pay with a check or ACH
transfer that does not clear, your purchase will be cancelled. You will be
responsible for any losses or expenses incurred by the fund or transfer agent,
and the fund can redeem shares you own in this or another identically
registered T. Rowe Price fund as reimbursement. The fund and its agents have
the right to reject or cancel any purchase, exchange, or redemption due to
nonpayment.

U.S. dollars. All purchases must be paid for in U.S. dollars; checks must be
drawn on U.S. banks.

Sale (Redemption) Conditions

10-day hold. If you sell shares that you just purchased and paid for by check
or ACH transfer, the fund will process your redemption but will generally
delay sending you the proceeds for up to 10 calendar days to allow the check
or transfer to clear. If your redemption request was sent by mail or mailgram,
proceeds will be mailed no later than the seventh day following receipt unless
the check or ACH transfer has not cleared. If, during the clearing period, we
receive a check drawn against your bond or money market account, it will be
returned marked "uncollected." (The 10-day hold does not apply to purchases
paid for by: bank wire; cashier's, certified, or treasurer's checks; or
automatic purchases through your paycheck.)

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

Redemptions over $250,000. Large sales can adversely affect a portfolio
manager's ability to implement a fund's investment strategy by causing the
premature sale of securities that would otherwise be held. If in any 90-day
period, you redeem (sell) more than $250,000, or your sale amounts to more
than 1% of the fund's net assets, the fund has the right to delay sending your
proceeds for up to five business days after receiving your request, or to pay
the difference between the redemption amount and the lesser of the two
previously mentioned figures with securities from the fund.

Excessive Trading

__________________________________________________________________________

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

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

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

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

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

Keeping Your Account Open

Due to the relatively high cost to the fund of maintaining small accounts, we
ask you to maintain an account balance of at least $10,000. If your balance is
below $10,000 for three months or longer, the fund has the right to close your
account after giving you 60 days in which to increase your balance. (These
conditions may vary for retirement plan accounts.)

Signature Guarantees

__________________________________________________________________________

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

You may need to have your signature guaranteed in certain situations, such as:

 o  Written requests 1) to redeem over $50,000, or 2) to wire redemption
    proceeds.

 o  Remitting redemption proceeds to any person, address, or bank account
    not on record.

 o  Transferring redemption proceeds to a T. Rowe Price fund account with a
    different registration from yours. 

 o  Establishing certain services after the account is opened. 

You can obtain a signature guarantee from most banks, savings institutions,
broker/dealers and other guarantors acceptable to T. Rowe Price. We cannot
accept guarantees from notaries public or organizations that do not provide
reimbursement in the case of fraud.



3    More About the Funds

The Funds' Organization and Management

How are the funds organized?

__________________________________________________________________________

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

The funds are "diversified, open-end investment companies," or mutual funds,
and were incorporated in Maryland in 1993. Mutual funds pool money received
from shareholders and invest it to try to achieve specified objectives.

What is meant by "shares"?

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

Each share and fractional share entitles the shareholder to:

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

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

Does each fund have an annual shareholder meeting?

The funds are not required to hold annual meetings and do not intend to do so
except when certain matters, such as a change in a fund's fundamental
policies, are to be decided. In addition, shareholders representing at least
10% of all eligible votes may call a special meeting if they wish for the
purpose of voting on the removal of any fund director(s)/trustee(s). If a
meeting is held and you cannot attend, you can vote by proxy. Before the
meeting, the fund will send you proxy materials that explain the issues to be
decided and include a voting card for you to mail back.

Who runs each fund?

__________________________________________________________________________

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

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

Portfolio Management. Each fund has an Investment Advisory Committee, whose
members are listed below. Each Committee Chairman has day-to-day
responsibility for managing the fund and works with the Committee in
developing and executing the fund's investment program.

Cash Reserves Fund. Edward A. Wiese, Chairman, Patrice L. Berchtenbreiter,
Brian E. Burns, Paul W. Boltz, Robert P. Campbell, Michael J. Conelius, Donna
M. Davis-Ennis, Laura McAree, James M. McDonald, Joan R. Potee, Robert M.
Rubino, and Gwendolyn G. Wagner. Mr. Wiese joined T. Rowe Price in 1984 and
has been managing investments since 1985. 

Limited-Term Bond Fund. Edward A. Wiese, Chairman, Robert P. Campbell, Christy
M. DiPietro, Thomas E. Tewksbury, and Mark J. Vaselkiv. Mr. Wiese joined T.
Rowe Price in 1984 and has been managing investments since 1985.

GNMA Fund. Peter Van Dyke, Chairman, Paul W. Boltz, Heather R. Landon, James
M. McDonald, Edmund M. Notzon, Robert M. Rubino, Gwendolyn G. Wagner, and
Charles P. Smith. Mr. Van Dyke has been managing investments since joining T.
Rowe Price in 1985.

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

Shareholder Services. T. Rowe Price Services, Inc., another wholly-owned
subsidiary, acts as the funds' transfer and dividend disbursing agent and
provides shareholder and administrative services. Services for certain types
of retirement plans are provided by T. Rowe Price Retirement Plan Services,
Inc., also a wholly-owned subsidiary. The address for each is 100 East Pratt
St., Baltimore, MD 21202. 

How are fund expenses determined?
 
Under the management agreement, all expenses of the funds will be paid by T.
Rowe Price, except interest, taxes, brokerage commissions, directors' fees and
expenses (including counsel fees and expenses) and extraordinary expenses. The
Board of Directors of the funds reserves the right to impose additional fees
against shareholder accounts to defray expenses which would otherwise be paid
by T. Rowe Price under the management agreement. The Board does not anticipate
levying such charges; such a fee, if charged, may be retained by the fund or
paid to T. Rowe Price.

The Management Fee. Each fund pays T. Rowe Price an annual all-inclusive fee
based on its average daily net assets. The funds calculate and accrue the fee
daily. (See "Transaction and Fund Expenses.")

Understanding Performance Information

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

Total Return
__________________________________________________________________________

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

This tells you how much an investment in a fund has changed in value over a
given time period. It reflects any net increase or decrease in the share price
and assumes that all dividends and capital gains (if any) paid during the
period were reinvested in additional shares. Reinvesting distributions means
that total return numbers include the effect of compounding, i.e., you receive
income and capital gain distributions on a rising number of shares.

Advertisements for the fund may include cumulative or compound average annual
total return figures, which may be compared with various indices, other
performance measures, or other mutual funds.

Cumulative Total Return

This is the actual rate of return on an investment for a specified period. A
cumulative return does not indicate how much the value of the investment may
have fluctuated between the beginning and the end of the period specified.

Average Annual Total Return

This is always hypothetical. Working backward from the actual cumulative
return, it tells you what constant year-by-year return would have produced the
actual, cumulative return. By smoothing out all the variations in annual
performance, it gives you an idea of the investment's annual contribution to
your portfolio provided you held it for the entire period in question.

Yield
__________________________________________________________________________

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

The current or "dividend yield" on the fund or any investment tells you the
relationship between the investment's current level of annual income and its
price on a particular day. The dividend yield reflects the actual income paid
to shareholders for a given period, annualized, and divided by the average
price during the given period. For example, a fund providing $5 of annual
income per share and a price of $50 has a current yield of 10%. Yields can be
calculated for any time period. The Cash Reserves Fund may advertise a
"current" yield, reflecting the latest 7-day income annualized, or an
"effective" yield, which assumes the income has been reinvested in the fund.

For the bond funds, the advertised or "SEC yield" is found by determining the
net income per share (as defined by the SEC) earned by the fund during a
30-day base period and dividing this amount by the per-share price on the last
day of the base period. The "SEC yield" may differ from the dividend yield. 

Investment Policies and Practices
__________________________________________________________________________

FUND MANAGERS HAVE CONSIDERABLE LEEWAY IN CHOOSING INVESTMENT STRATEGIES AND
SELECTING INVESTMENTS THEY BELIEVE WILL HELP THE FUNDS ACHIEVE THEIR
OBJECTIVES.

This section takes a detailed look at some of the types of securities each
fund may hold in their portfolios and the various kinds of investment
practices that may be used in day-to-day portfolio management. The funds'
investment programs are subject to further restrictions and risks described in
the "Statement of Additional Information." Each fund adheres to applicable
investment restrictions and policies at the time it makes an investment. A
later change in circumstances will not require the sale of an investment if it
was proper at the time it was made.

Shareholder approval is required to substantively change a fund's objectives
and certain investment restrictions noted in the following section as
"fundamental policies." The managers also follow certain "operating policies"
which can be changed without shareholder approval. However, significant
changes are discussed with shareholders in fund reports.

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

Change in a fund's holdings, the fund's performance, and the contribution of
various investments are discussed in the shareholder reports we send each
quarter.

Types of Portfolio Securities

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

Fundamental policy: A fund will not purchase a security if, as a result, with
respect to 75% of the fund's total assets, more than 5% of its total assets
would be invested in securities of the issuer or more than 10% of the
outstanding voting securities of the issuer would be held by a fund, provided
that those limitations do not apply to a fund's purchases of securities issued
or guaranteed by the U.S. Government, its agencies or instrumentalities.

Debt Securities. A bond or money market instrument is usually an
interest-bearing security an IOU issued by companies or governmental units.
The issuer has a contractual obligation to pay interest at a stated rate on
specific dates and to repay principal (the security's face value) on a
specified date. An issuer may have the right to redeem or "call" a security
before maturity, and the investor may have to reinvest the proceeds at lower
market rates. Money market securities may also be issued in discounted form to
reflect the rate of interest paid. In such a case, no coupon interest is paid,
but the security's price is discounted so that the interest is realized when
the security matures at face value.

A bond's annual interest income, set by its coupon rate, is usually fixed for
the life of the bond. Its yield (income as a percent of current price) will
fluctuate to reflect changes in interest rate levels. Except for adjustable
rate instruments, a money market security's interest rate, as reflected in the
coupon rate or discount, is usually fixed for the life of the security. Its
current yield (coupon or discount as a percent of current price) will
fluctuate to reflect changes in interest rate levels. A debt security's price
usually rises when interest rates fall, and vice versa so its yield is
current.

Debt securities may be unsecured (backed by the issuer's general
creditworthiness) or secured (also backed by specified collateral).

Certain debt securities have interest rates that are adjusted periodically in
order to minimize fluctuations of their principal value. When calculating its
weighted average maturity, a fund may shorten the maturity of these securities
in accordance with Rule 2a-7.

Debt securities may be senior or subordinated obligations. Senior obligations
generally have the first claim on a corporation's earnings and assets and, in
the event of liquidation, are paid before subordinated debt.

Money Market Securities. The main types of money market securities in which
the funds can invest are:

 o  Commercial paper unsecured promissory notes that corporations typically
    issue to finance current operations and other expenditures.

 o  Treasury bills debt obligations sold at a discount and repaid at face
    value by the U.S. Treasury. Bills mature in one year or less and are
    backed by the full faith and credit of the U.S. Government.

 o  Certificates of deposit receipts for funds deposited at large banks that
    guarantee a fixed interest rate over a specified time period.

 o  Repurchase agreements contracts, usually involving U.S. Government
    securities, that require one party to repurchase securities at a fixed
    price on a designated date.

 o  Banker's acceptances bank-issued commitment to pay for merchandise sold
    in the import/export market.

 o  Agency notes debt obligations of agencies sponsored by the U.S.
    Government that are not backed by the full faith and credit of the
    United States.

 o  Medium-term notes unsecured corporate debt obligations that are
    continuously offered in a broad range of maturities and structures.

 o  Bank notes unsecured obligations of a bank that rank on an equal basis
    with other kinds of deposits but do not carry FDIC insurance.

Asset-backed Securities. An underlying pool of assets, such as credit card or
automobile trade receivables or corporate loans or bonds, backs these bonds
and provides the interest and principal payments to investors. Credit quality
depends primarily on the quality of the underlying assets and the level of
credit support, if any, provided by the issuer. The underlying assets (i.e.,
loans) are subject to prepayments which can shorten the securities' weighted
average life and may lower their return. The value of these securities also
may change because of actual or perceived changes in the creditworthiness of
the originator, servicing agent, or of the financial institution providing the
credit support. There is no limit on a funds' investment in these securities.

Mortgage-backed Securities. (Limited-Term and GNMA Funds). The funds may
invest in a variety of mortgage-backed securities. For a general description
of mortgage securities, see "Fund, Market, and Risk Characteristics: What to
Expect." Mortgage-related securities in which the funds may invest include:

 o  GNMA Certificates. GNMA certificates evidence interests in a pool of
    underlying mortgages with a maximum life of 15 or 30 years. However, due
    to both scheduled and unscheduled principal payments, GNMA certificates
    have a shorter average life and, therefore, less principal volatility
    than a comparable 30-year bond. Since prepayment rates vary widely, it
    is not possible to accurately predict the average life of a particular
    GNMA pool. However, it is standard industry practice to treat new issues
    of GNMA certificates as 30-year mortgage-backed securities having an
    average life of no greater than 12 years. Because the expected average
    life is a better indicator of the maturity characteristics of GNMA
    certificates, principal volatility and yield may be more comparable to
    10-year Treasury bonds.

 o  GNMA Project Pass-through Securities. These securities are issued by
    GNMA for multi-family projects, i.e., low to moderate income housing,
    nursing homes, apartment rehabitation, housing for the elderly or
    handicapped and the like. Unlike GNMA "modified pass through
    certificates," these bonds provide call protection for a term stated in
    the issue. The project loans can be made to either private enterprise or
    non-profit groups. There are penalties assessed for prepayments during
    the call protected period, creating a disincentive for early prepayment.
    These bonds incorporate the same standardized procedures as
    single-family pass-through certificates and full and timely payment of
    principal and interest is guaranteed by GNMA.

Operating policy: The GNMA Fund will invest at least 65% of its assets in GNMA
mortgage securities.

 o  Collateralized Mortgage Obligations (CMOs). CMOs are debt securities
    that are fully collateralized by a portfolio of mortgages or
    mortgage-backed securities. All interest and principal payments from the
    underlying mortgages are passed through to the CMOs in such a way as to
    create, in most cases, more definite maturities than is the case with
    the underlying mortgages. CMOs may pay fixed or variable rates of
    interest, and certain CMOs have priority over others with respect to the
    receipt of prepayments.

Operating policy: The Limited-Term and GNMA Funds may invest up to 20% and 30%
of their total assets, respectively, in CMOs.

 o  Stripped Mortgage Securities. Stripped mortgage securities (a
    potentially high risk type of derivative) are created by separating the
    interest and principal payments generated by a pool of mortgage-backed
    securities or a CMO to create additional classes of securities.
    Generally, one class receives only interest payments (IOs) and one
    principal payments (POs). Unlike other mortgage-backed securities and
    POs, the value of IOs tends to move in the same direction as interest
    rates. The funds could use IOs as a hedge against falling prepaying
    rates (interest rates are rising) and/or a bear market environment. POs
    can be used as a hedge against rising prepayment rates (interest rates
    are falling) and/or a bull market environment. IOs and POs are acutely
    sensitive to interest rate changes and to the rate of principal
    prepayments. A rapid or unexpected increase in prepayments can severely
    depress the price of IOs, while a rapid or unexpected decrease in
    prepayments could have the same effect on POs. These securities are very
    volatile in price and may have lower liquidity than most other
    mortgage-backed securities. Certain non-stripped CMOs may also exhibit
    these qualities, especially those which pay variable rates of interest
    which adjust inversely with and more rapidly than short-term interest
    rates. There is no guarantee the fund's investment in CMOs, IOs or POs
    will be successful, and the fund's total return could be adversely
    affected as a result.

Operating policy: The Limited-Term Bond and GNMA funds may each invest up to
10% of their total assets in stripped mortgage securities.

Hybrid Instruments (Limited-Term and GNMA Funds). These instruments (a
potentially high risk type of derivative) can combine the characteristics of
securities, futures and options. For example, the principal amount or interest
rate of a hybrid could be tied (positively or negatively) to the price of some
commodity, currency or securities index or another interest rate (each a
"benchmark"). Hybrids can be used as an efficient means of pursuing a variety
of investment goals, including currency hedging, duration management, and
increased total return. Hybrids may not bear interest or pay dividends. The
value of a hybrid or its interest rate may be a multiple of a benchmark and,
as a result, may be leveraged and move (up or down) more steeply and rapidly
than the benchmark. These benchmarks may be sensitive to economic and
political events, such as commodity shortages and currency devaluations, which
cannot be readily foreseen by the purchaser of a hybrid. Under certain
conditions, the redemption value of a hybrid could be zero. Hybrids can have
volatile prices and limited liquidity. Thus, an investment in a hybrid may
entail significant market risks that are not associated with a similar
investment in a traditional, U.S. dollar-denominated bond that has a fixed
principal amount and pays a fixed rate or floating rate of interest. The
purchase of hybrids also exposes the fund to the credit risk of the issuer of
the hybrid. These risks may cause significant fluctuations in the net asset
value of the fund. There is no assurance that the fund's investment in hybrids
will be successful.

Operating policy: The Limited-Term Bond and GNMA funds may each invest up to
10% of its total assets in hybrid instruments.

High Yield/High Risk Investing (Limited-Term Fund). The total return and yield
of lower quality (high yield/high risk) bonds, commonly referred to as "junk
bonds," can be expected to fluctuate more than the total return and yield of
higher quality, shorter-term bonds. Junk bonds are regarded as predominantly
speculative with respect to the issuer's continuing ability to meet principal
and interest payments. Successful investment in low and lower-medium quality
bonds involves greater investment risk and is highly dependent on T. Rowe
Price's credit analysis. A real or perceived economic downturn or higher
interest rates could cause a decline in high yield bond prices, because such
events could lessen the ability of issuers to make principal and interest
payments. These bonds are thinly traded and can be more difficult to sell and
value accurately than high-quality bonds. Because objective pricing data may
be less available, judgment may play a greater role in the valuation process.

Operating policy: The Limited-Term Fund will not purchase a non-investment
grade debt security (or junk bond) if immediately after such purchase the fund
would have more than 10% of its total assets invested in such securities.

Private Placements. These securities are sold directly to a small number of
investors, usually institutions. Unlike public offerings, such securities are
not registered with the SEC. Although certain of these securities may be
readily sold, for example under Rule 144A, others may be illiquid and their
sale may involve substantial delays and additional costs.

Operating policy: No fund will invest more than 15% of its net assets (10% for
Cash Reserves) in illiquid securities. 

Foreign Securities (Cash Reserves and Limited-Term Funds). The Limited-Term
Fund may invest in foreign securities, including nondollar-denominated
securities traded outside of the U.S. The Cash Reserves and Limited-Term Funds
may invest without limitation in U.S. dollar-denominated securities that are
issued and principally traded outside the U.S. Such investments increase a
portfolio's diversification and may enhance return, but they also involve some
special risks such as exposure to potentially adverse local political and
economic developments; nationalization and exchange controls; potentially
lower liquidity and higher volatility; possible problems arising from
accounting, disclosure, settlement, and regulatory practices that differ from
U.S. standards; and the chance that fluctuations in foreign exchange rates
will decrease the investment's value (favorable changes can increase its
value).

Operating policy: The Limited-Term and Cash Reserves Funds may invest without
limitation in U.S. dollar-denominated debt securities of foreign issuers. The
Limited-Term Fund may invest up to 10% of its total assets (excluding
reserves) in non-U.S. dollar-denominated fixed-income securities principally
traded in financial markets outside the United States.

Types of Management Practices

Cash Position (Limited-Term and GNMA Funds). The funds will hold a certain
portion of their assets in U.S. (and foreign dollar-denominated) money market
securities, including repurchase agreements, in the two highest rating
categories, maturing in one year or less. For temporary, defensive purposes, a
fund may invest without limitation in such securities. This reserve position
provides flexibility in meeting redemptions, expenses, and the timing of new
investments, and serves as a short-term defense during periods of unusual
market volatility. 

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

Fundamental policy: Borrowings may not exceed 33 1/3% of total fund assets.

Operating policies: The funds may not transfer as collateral any portfolio
securities except as necessary in connection with permissible borrowings or
investments, and then such transfers may not exceed 33 1/3% of the fund's
total assets. The funds may not purchase additional securities when borrowings
exceed 5% of total assets.

Futures and Options (Limited-Term and GNMA Funds). Futures (a type of
potentially high risk derivative) are often used to manage or hedge risk,
because they enable the investor to buy or sell an asset in the future at an
agreed upon price. Options (another type of potentially high risk derivative)
give the investor the right, but not the obligation, to buy or sell an asset
at a predetermined price in the future. A fund may buy and sell futures
contracts (and options on such contracts) for a number of reasons including:
to manage its exposure to changes in interest rates, bond prices, and foreign
currencies; as an efficient means of adjusting its overall exposure to certain
markets; to protect portfolio value; and to adjust the portfolio's duration. A
fund may purchase, sell, or write call and put options on securities,
financial indices, and foreign currencies.

Futures contracts and options may not always be successful hedges; their
prices can be highly volatile; using them could lower a fund's total return
and the potential loss from the use of futures can exceed a fund's initial
investment in such contracts.

Operating policies: Futures: Initial margin deposits and premiums on options
used for non-hedging purposes will not equal more than 5% of a fund's net
asset value. Options on securities: The total market value of securities
against which a fund has written call or put options may not exceed 25% of its
total assets. Each fund will not commit more than 5% of their total assets to
premiums when purchasing call or put options.

Interest Rate Swaps (Limited-Term and GNMA Funds). The funds may enter into
various interest rate transactions such as interest rate swaps and the
purchase or sale of interest rate caps and floors, to preserve a return or
spread on a particular investment or portion of its portfolio, to create
synthetic securities, or to structure transactions designed for other
non-speculative purposes.

Operating policy: The funds will not invest more than 10% of their total
assets in interest rate swaps.

Managing Foreign Currency Risk (Limited-Term Fund). Investors in foreign
securities may "hedge" their exposure to potentially unfavorable currency
changes by purchasing a contract to exchange one currency for another on some
future date at a specified exchange rate. In certain circumstances, a "proxy
currency" may be substituted for the currency in which the investment is
denominated, a strategy known as "proxy hedging." The fund might also use
these contracts to create a synthetic bond - issued by a U.S. company, for
example, but with the dollar component transformed into a foreign currency.
Although foreign currency transactions will be used primarily to protect the
fund's foreign securities from adverse currency movements relative to the
dollar, they involve the risk that anticipated currency movements will not
occur and the fund's total return could be reduced.

Operating policy: The Limited-Term Fund will not commit more than 10% of its
total assets to forward currency contracts.

Lending of Portfolio Securities. Like other mutual funds, the funds may lend
securities to broker-dealers, other institutions, or other persons to earn
additional income. The principal risk is the potential insolvency of the
broker-dealer or other borrower. In this event, the fund could experience
delays in recovering its securities and possibly capital losses.

Fundamental policy: The value of loaned securities may not exceed 33 1/3% of a
fund's total assets.

When-issued securities (All Funds) and Forward Commitment Contracts
(Limited-Term and GNMA Funds). Each fund may purchase securities on a
when-issued or delayed delivery basis or may purchase or sell securities on a
forward commitment basis. There is no limit on a fund's investment in these
securities. The price of these securities is fixed at the time of the
commitment to buy, but delivery and payment can take place a month or more
later. During the interim period, the market value of the securities can
fluctuate, and no interest accrues to the purchaser. At the time of delivery,
the value of the securities may be more or less than the purchase or sale
price. To the extent a fund remains fully or almost fully invested (in
securities with a remaining maturity of more than one year) at the time it
purchases these securities, there will be greater fluctuations in the fund's
net asset value than if the fund did not purchase them.

Portfolio Turnover (Limited-Term and GNMA Funds). Although a fund will not
generally trade for short-term profits, circumstances may warrant a sale
without regard to the length of time a security was held. A high turnover rate
may increase transaction costs and result in additional gains. The
Limited-Term and GNMA Fund's annualized portfolio turnover rates for the
fiscal year ended October 31, 1994 were 296.0% and 61.5%, respectively. In
executing transactions, each fund's Board has authorized T. Rowe Price to use
certain brokers who are indirectly related to T. Rowe Price.

Bond Ratings and High-Yield Bonds. Larger bond issues are evaluated by rating
agencies such as Moody's and Standard & Poor's on the basis of the issuer's
ability to meet all required interest and principal payments. T. Rowe Price
research analysts also evaluate all portfolio holdings of the funds, including
those rated by an outside agency. Other things being equal, lower rated bonds
have higher yields due to greater risk. "High-yield" bonds also called "junk",
are those rated below BBB (see Table 6). 


Ratings of Corporate Debt Securities

        Moody's     Standard  Fitch Investors    Definition 
        Investors   & Poor's  Service, Inc.
        Service, Inc.         Corporation
__________________________________________________________________________

Long-Term           Aaa       AAA          AAA  Highest quality
        _______________________________________________________________

        Aa          AA        AA           High quality
        _______________________________________________________________

        A           A         A            Upper medium grade
        _______________________________________________________________

        Baa         BBB       BBB          Medium grade
        _______________________________________________________________

        Ba          BB        BB           Low grade
        _______________________________________________________________

        B           B         B            Speculative
        _______________________________________________________________

        Caa, Ca     CCC, CC   CCC, CC      Submarginal
        _______________________________________________________________

        Ca          C         C            Income bond, 
                                           no interest
                                           paid
        _______________________________________________________________

        C           D         DDD,DD,D     Probably in
                                            default
        _______________________________________________________________


        Moody's               S&P          Fitch 
___________________________________________________________________________

Commercial   P-1        Superior      A-1+ Extremely      F-1+ Except-
Paper        quality         quality       ionally
                             strong         strong
                                           quality
          _______________________________________________________________

                        A-1  Strong   F-1  Very 
                             quality       strong
                                           quality
___________________________________________________________________________

          P-2           Strong        A-2  Satisfac- F-2  Good 
             quality         tory          quality
                             quality
___________________________________________________________________________

          P-3           Acceptable    A-3  Adequate  F-3  Fair
             quality         quality       credit
                                           quality
___________________________________________________________________________

                        B    Specula-  F-S Weak
                             tive          credit
                             quality       quality
___________________________________________________________________________

                        C    Doubtful 
                        `    quality
___________________________________________________________________________

Table 6

Asset Composition. Table 7 shows the average credit quality allocation of the
Limited-Term Bond Fund's assets for the fiscal year ended October 31, 1994.
(Equities and reserves are excluded.) Percentages are computed on a
dollar-weighted basis and are an average of 12 monthly calculations.

Limited-Term Bond Fund Asset Composition


Standard & Poor's     Percentage of       TRPS's Assessment
Rating                Total Assets        Not Rated Securities

AAA                       2.7                   69.5
__________________________________________________________________________

AA                        1.5                    0.1
__________________________________________________________________________

A                         4.7                    0.0
__________________________________________________________________________

BBB                       7.7                    1.2
__________________________________________________________________________

BB                        2.3                    0.0
__________________________________________________________________________

B                         4.4                    1.1
__________________________________________________________________________

CCC                       0.0                    0.0
__________________________________________________________________________

CC                        0.0                    0.0
__________________________________________________________________________

C                         0.0                    0.0
__________________________________________________________________________

D                         0.0                    0.0
__________________________________________________________________________

Not Rated                71.9                    0.0
__________________________________________________________________________

                         95.2%                  71.9%
__________________________________________________________________________
Table 7



4    Investing with T. Rowe Price

Meeting Requirements for New Accounts

Tax Identification Number
__________________________________________________________________________

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

We must have your correct social security or corporate tax identification
number on a signed New Account Form or W-9 Form. Otherwise, federal law
requires the funds to withhold a percentage (currently 31%) of your dividends,
capital gain distributions, and redemptions, and may subject you to an IRS
fine. If this information is not received within 60 days after your account is
established, your account may be redeemed, priced at the NAV on the date of
redemption.

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

Opening a New Account: $25,000 minimum initial investment 

Account Registration

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

REGULAR MAIL
T. ROWE PRICE 
ACCOUNT SERVICES 
P.O. BOX 17300
BALTIMORE, MD 
21298-9353

MAILGRAM, EXPRESS,
REGISTERED, OR CERTIFIED MAIL
T. ROWE PRICE 
ACCOUNT SERVICES
10090 RED RUN BLVD.
OWINGS MILLS, MD 21117

By Mail

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

By Wire

 o   Call Investor Services for an account number and give the following wire
     address to your bank: Morgan Guaranty Trust Co. of New York, ABA#
     021000238, T. Rowe Price [fund name], AC-00153938, account name(s), and
     account number.

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

Note: No services will be established and IRS penalty withholding may occur
until a signed New Account Form is received. Also, retirement plans cannot be
opened by wire.

By Exchange

Call Shareholder Services or use Tele*Access(registered trademark) or
PC*Access(registered trademark) (see "Automated Services" under "Shareholder
Services"). The new account will have the same registration as the account
from which you are exchanging. Services for the new account may be carried
over by telephone request if preauthorized on the existing account. (See
explanation of "Excessive Trading" under "Transaction Procedures.")

In Person

Drop off your New Account Form at any of the locations listed below and obtain
a receipt.

Drop-off locations

101 East Lombard St.              T. Rowe Price   Farragut Square     ARCO Tower
Baltimore, MD    Financial Center 900 17th St., N.W.             31st Floor
                 10090 Red Run Blvd.              Washington, DC 515 South 
                 Owings Mills, MD                   Flower St.
                                                  Los Angeles, CA

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

Purchasing Additional Shares: $1,000 minimum purchase; 

$100 minimum for retirement plans and Automatic Asset Builder

By ACH Transfer

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

By Wire

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

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

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

 o   Mail the check to us at the address shown at left either with a fund
     reinvestment slip or a note indicating the fund and account number in
     which you wish to purchase shares.

By Automatic Asset Builder

Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form ($100 minimum). 

Exchanging and Redeeming Shares

By Phone

Call Shareholder Services. If you find our phones busy during unusually
volatile markets, please consider placing your order by Tele*Access(registered
trademark), PC*Access(registered trademark) (if you have previously authorized
telephone services), mailgram or by express mail. For exchange policies,
please see "Transaction Procedures and Special Requirements - Excessive
Trading."

Redemption proceeds can be mailed to your account address, sent by ACH
transfer, or wired to your bank (provided your bank information is already on
file). For charges, see "Electronic Transfers - By Wire" under "Shareholder
Services."
__________________________________________________________________________

MAILGRAM, EXPRESS, 
REGISTERED, OR 
CERTIFIED MAIL
(SEE "OPENING A NEW ACCOUNT.")

By Mail

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

Regular Mail

For nonretirement and IRA accounts:

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

For employer-sponsored retirement accounts:

T. Rowe Price Trust Company
P.O. Box 89000
Baltimore, MD 21289-0300
__________________________________________________________________________

T. ROWE PRICE TRUST 
COMPANY
1-800-492-7670
1-410-625-6585

Note: Redemptions from retirement accounts, including IRAs, must be in
writing. Please call Shareholder Services to obtain an IRA Distribution
Request Form. For employer-sponsored retirement accounts, call T. Rowe Price
Trust Company or your plan administrator for instructions. 

Shareholder Services
__________________________________________________________________________

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

Many services are available to you as a T. Rowe Price shareholder; some you
receive automatically and others you must authorize on the New Account Form.
By signing up for services on the New Account Form rather than later, you
avoid having to complete a separate form and obtain a signature guarantee.
This section reviews some of the principal services currently offered. Our
Services Guide contains detailed descriptions of these and other services. If
you are a new T. Rowe Price investor, you will receive a Services Guide with
our Welcome Kit. 

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

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

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

Exchange Service

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

Automated Services

Tele*Access(registered trademark). 24-hour service via toll-free number
provides information on fund yields and prices, dividends, account balances,
and your latest transaction as well as the ability to request prospectuses,
account and tax forms, duplicate statements, checks and to initiate purchase,
redemption and exchange orders in your accounts (see "Electronic Transfers"
below).

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

Telephone and Walk-In Services

Buy, sell, or exchange shares by calling one of our service representatives or
by visiting one of our four investor center locations whose addresses are
listed on the cover.

Electronic Transfers

By ACH. With no charges to pay, you can initiate a purchase or redemption for
as little as $100 or as much as $100,000 between your bank account and fund
account using the ACH network. Enter instructions via Tele*Access, PC*Access
or call Shareholder Services.

By Wire. Electronic transfers can also be conducted via bank wire. There is
currently a $5 fee for wire redemptions under $5,000, and your bank may charge
for incoming or outgoing wire transfers regardless of size.

Checkwriting (Not available for Equity Funds, High Yield and Emerging Markets
Bond Funds.)

You may write an unlimited number of free checks on any money market funds,
and most bond funds, with a minimum of $500 per check. Keep in mind, however,
that a check results in a redemption; a check written on a bond fund will
create a taxable event which you and we must report to the IRS.

Automatic Investing ($100 minimum) 

You can invest automatically in several different ways, including: 

 o   Automatic Asset Builder. You instruct us to move $100 or more once a
     month or less often from your bank account, or you can instruct your
     employer to send all or a portion of your paycheck to the fund or funds
     you designate.

 o   Automatic Exchange. Enables you to set up systematic investments from
     one fund account into another, such as from a money fund into a stock
     fund.

Discount Brokerage

You can trade stocks, bonds, options, precious metals, and other securities at
a savings over regular commission rates. Call Investor Services for
information.

Note: If you buy or sell T. Rowe Price Funds through anyone other than T. Rowe
Price, such as broker-dealers or banks, you may be charged transaction or
service fees by those institutions. No such fees are charged by T. Rowe Price
Investment Services or the fund for transactions conducted directly with the
fund.


______________________________________________________________________________
        DESCRIPTION OF SIGNIFICANT DIFFERENCES BETWEEN EDGAR FILING
                             AND PRINTED COPY

Information appearing in all capital letters before a paragraph in the Edgar
filing will appear, in the printed copy, as call-outs in the left margin.



























































          PAGE 2
                         STATEMENT OF ADDITIONAL INFORMATION

                           T. ROWE PRICE SUMMIT FUNDS, INC.

                       T. Rowe Price Summit Cash Reserves Fund

                     T. Rowe Price Summit Limited-Term Bond Fund

                            T. Rowe Price Summit GNMA Fund

                                    (the "Funds")

               This Statement of Additional Information is not a prospectus
          but should be read in conjunction with the Funds' prospectus
          dated March 1, 1995, which may be obtained from T. Rowe Price
          Investment Services, Inc., 100 East Pratt Street, Baltimore,
          Maryland 21202. 

               The date of this Statement of Additional Information is
          March 1, 1995.













































          PAGE 3
                                  TABLE OF CONTENTS

                                      Page                        Page

          Adjustable Rate Securities      Investment Objectives
          Adjustable Rate Mortgage  .      and Policies . . . . . .
           Securities . . . . . . . .     Investment Performance  .
          Asset-Backed Securities . .     Investment Program  . . .
          Capital Stock . . . . . . .     Investment Restrictions .
          Code of Ethics  . . . . . .     Legal Counsel . . . . . .
          Custodian . . . . . . . . .     Lending of Portfolio
          Distributor for Funds . . .      Securities . . . . . . .
          Dividends . . . . . . . . .     Management of Funds . . .
          Federal and State Registration  Money Market Securities .
           of Shares  . . . . . . . .     Mortgage-Related
          Foreign Currency                 Securities . . . . . . .
           Transactions . . . . . . .     Net Asset Value Per
          Foreign Securities  . . . .      Share  . . . . . . . . .
          Futures Contracts . . . . .     Options . . . . . . . . .
          Hybrid Commodity and Security   Portfolio Transactions  .
           Instruments  . . . . . . .     Pricing of Securities . .
          Illiquid or Restricted  . .     Principal Holders of
           Securities . . . . . . . .      Securities . . . . . . .
          Independent Accountants . .     Ratings of Commercial
          Industry Concentration  . .      Paper  . . . . . . . . .
            Instruments . . . . . . .     Ratings of Corporate
          Illiquid or Restricted  . .      Debt Securities  . . . .
           Securities . . . . . . . .     Repurchase Agreements . .
          Independent Accountants . .     Risk Factors  . . . . . .
          Industry Concentration  . .     Tax Status  . . . . . . .
          Interest Rate                   When-Issued Securities and
           Transactions . . . . . . .      Forward Commitment
          Investment Management            Contracts  . . . . . . .
           Services . . . . . . . . .     Yield Information . . . .


                          INVESTMENT OBJECTIVES AND POLICIES

               The following information supplements the discussion of the
          Funds' investment objectives and policies discussed in the
          prospectus.  The Funds will not make a material change in their
          investment objectives without obtaining shareholder approval. 
          Unless otherwise specified, the investment programs and
          restrictions of the Funds are not fundamental policies.  Each
          Fund's operating policies are subject to change by its Board of
          Directors without shareholder approval.  However, shareholders
          will be notified of a material change in an operating policy.  


















          PAGE 4
          Each Fund's fundamental policies may not be changed without the
          approval of at least a majority of the outstanding shares of the
          Fund or, if it is less, 67% of the shares represented at a
          meeting of shareholders at which the holders of 50% or more of
          the shares are represented.

               Throughout this Statement of Additional Information, "the
          Fund" is intended to refer to each Fund listed on the cover page,
          unless otherwise indicated.


                                     RISK FACTORS

          Cash Reserves Fund

               There can be no assurance that the Fund will achieve its
          investment objectives or be able to maintain its net asset value
          per share at $1.00.  The price of the Fund is not guaranteed or
          insured, and its yield is not fixed.  While the Fund invests in
          high-grade money market instruments, investment in the Fund is
          not without risk even if all portfolio instruments are paid in
          full at maturity.  An increase in interest rates could reduce the
          value of the Fund's portfolio investments, and a decline in
          interest rates could increase the value.  Reference is also made
          to the sections entitled "Types of Securities" and "Portfolio
          Management Practices" for discussions of the risks associated
          with the investments and practices described therein as they
          apply to the Fund.

          Limited-Term Fund

               Because of its investment policy, the Fund may not be
          suitable or appropriate for all investors.  The Fund is not a
          money market fund and is not an appropriate investment for those
          whose primary objective is principal stability.  There is risk in
          all investment.  The Fund is designed for the investor who seeks
          to participate in a diversified portfolio of short- and
          intermediate-term investment grade bonds and other debt
          securities (up to 10% of which may be below investment grade)
          which provide a higher rate of income than a money market fund
          and less risk of capital fluctuation than a portfolio of long-
          term debt securities.  The value of the portfolio securities of
          the Fund will fluctuate based upon market conditions.  Although
          the Fund seeks to reduce risk by investing in a diversified
          portfolio, such diversification does not eliminate all risk. 
          There can, of course, be no assurance that the Fund will achieve
          these results.  Reference is also made to the sections entitled 


















          PAGE 5
          "Types of Securities" and "Portfolio Management Practices" for
          discussions of the risks associated with the investments and
          practices described therein as they apply to the Fund.

          GNMA Fund

               The Fund may or may not be suitable or appropriate for all
          investors.  The Fund is designed for investors seeking the
          highest current income and credit protection available from
          investment in securities which are backed by the full faith and
          credit of the U.S. Government and other securities rated within
          the highest two credit categories established by a nationally
          recognized public rating agency, or, if unrated, of equivalent
          quality as determined by T. Rowe Price Associates, Inc. ("T. Rowe
          Price").  Consistent with a long-term investment approach,
          investors in the Fund should not rely on the Fund for their
          short-term financial needs.  The value of the portfolio
          securities of the Fund will fluctuate based upon market
          conditions.  Although the Fund seeks to reduce risk by investing
          in a diversified portfolio, such diversification does not
          eliminate all risk.  There can, of course, be no assurance that
          the Fund will achieve these results.  Reference is also made to
          the sections entitled "Types of Securities" and "Portfolio
          Management Practices" for discussions of the risks associated
          with the investments and practices described therein as they
          apply to the Fund.

               Because they consist of underlying mortgages, GNMA
          Securities may not be an effective means of "locking in" long-
          term interest rates due to the need for the Fund to reinvest
          scheduled and unscheduled principal payments.  The incidence of
          unscheduled principal prepayments is also likely to increase in
          mortgage pools owned by the Fund when prevailing mortgage loan
          rates fall below the mortgage rates of the securities underlying
          the individual pool.  The effect of such prepayments in a falling
          rate environment is to (1) cause the Fund to reinvest principal
          payments at the then lower prevailing interest rate, and (2)
          reduce the potential for capital appreciation beyond the face
          amount of the security and adversely affect the return to the
          Fund.  Conversely, in a rising interest rate environment such
          prepayments can be reinvested at higher prevailing interest rates
          which will reduce the potential effect of capital depreciation to
          which bonds are subject when interest rates rise.  In addition,
          prepayments of mortgage securities purchased at a premium (or
          discount) will cause such securities to be paid off at par,
          resulting in a loss (gain) to the Fund.  T. Rowe Price will 



















          PAGE 6
          actively manage the Fund's portfolio in an attempt to reduce the
          risk associated with investment in mortgage-backed securities.

               Debt Obligations

               Yields on short, intermediate, and long-term securities are
          dependent on a variety of factors, including the general
          conditions of the money and bond markets, the size of a
          particular offering, the maturity of the obligation, and the
          credit quality and rating of the issue.  Debt securities with
          longer maturities tend to have higher yields and are generally
          subject to potentially greater capital appreciation and
          depreciation than obligations with shorter maturities and lower
          yields.  The market prices of debt securities usually vary,
          depending upon available yields.  An increase in interest rates
          will generally reduce the value of portfolio debt securities, and
          a decline in interest rates will generally increase the value of
          portfolio debt securities.  The ability of the Fund to achieve
          its investment objective is also dependent on the continuing
          ability of the issuers of the debt securities in which the Fund
          invests to meet their obligations for the payment of interest and
          principal when due.  Although the Fund seeks to reduce risk by
          portfolio diversification, credit analysis, and attention to
          trends in the economy, industries and financial markets, such
          efforts will not eliminate all risk.  There can, of course, be no
          assurance that the Fund will achieve its investment objective.

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

               Reference is also made to the sections entitled "Types of
          Securities" and "Portfolio Management Practices" for discussions 


















          PAGE 7
          of the risks associated with the investments and practices
          described therein as they apply to the Fund.

          All Funds (except Cash Reserves Fund)

               Because of its investment policy, the Fund may or may not be
          suitable or appropriate for all investors.  The Fund is not a
          money market fund and is not an appropriate investment for those
          whose primary objective is principal stability.  The value of the
          portfolio securities of the Fund will fluctuate based upon market
          conditions.  Although the Fund seeks to reduce risk by investing
          in a diversified portfolio, such diversification does not
          eliminate all risk.  There can, of course, be no assurance that
          the Fund will achieve its investment objective.

          Cash Reserves Fund

               There can be no assurance that the Fund will achieve their
          investment objectives or be able to maintain their net asset
          value per share at $1.00.  The price of the Fund is not
          guaranteed or insured by the U.S. Government and its yield is not
          fixed.  An increase in interest rates could reduce the value of
          the Fund's portfolio investments, and a decline in interest rates
          could increase the value.

          All Funds (except Cash Reserves Fund)

               Mortgage securities differ from conventional bonds in that
          principal is paid back over the life of the security rather than
          at maturity.  As a result, the holder of a mortgage security
          (i.e., the Fund) receives monthly scheduled payments of principal
          and interest, and may receive unscheduled principal payments
          representing prepayments on the underlying mortgages.  The
          incidence of unscheduled principal prepayments is also likely to
          increase in mortgage pools owned by the Fund when prevailing
          mortgage loan rates fall below the mortgage rates of the
          securities underlying the individual pool.  The effect of such
          prepayments in a falling rate environment is to (1) cause the
          Fund to reinvest principal payments at the then lower prevailing
          interest rate, and (2) reduce the potential for capital
          appreciation beyond the face amount of the security.  Conversely,
          the Fund may realize a gain on prepayments of mortgage pools
          trading at a discount.  Such prepayments will provide an early
          return of principal which may then be reinvested at the then
          higher prevailing interest rate.




















          PAGE 8
               The market value of adjustable rate mortgage securities
          ("ARMs"), like other U.S. government securities, will generally
          vary inversely with changes in market interest rates, declining
          when interest rates rise and rising when interest rates decline. 
          Because of their periodic adjustment feature, ARMs should be more
          sensitive to short-term interest rates than long-term rates. 
          They should also display less volatility than long-term mortgage
          securities.  Thus, while having less risk of a decline during
          periods of rapidly rising rates, ARMs may also have less
          potential for capital appreciation than other investments of
          comparable maturities.  Interest rate caps on mortgages
          underlying ARM securities may prevent income on the ARM from
          increasing to prevailing interest rate levels and cause the
          securities to decline in value.  In addition, to the extent ARMs
          are purchased at a premium, mortgage foreclosures and unscheduled
          principal prepayments may result in some loss of the holders'
          principal investment to the extent of the premium paid.  On the
          other hand, if ARMs are purchased at a discount, both a scheduled
          payment of principal and an unscheduled prepayment of principal
          will increase current and total returns and will accelerate the
          recognition of income which when distributed to shareholders will
          be taxable as ordinary income.

          Cash Reserves and Limited-Term Bond Funds

                          Risk Factors of Foreign Investing

               There are special risks in foreign investing.  Certain of
          these risks are inherent in any mutual fund investing in foreign
          securities while others relate more to the countries in which the
          Funds will invest.  Many of the risks are more pronounced for
          investments in developing or emerging countries, such as many of
          the countries of Southeast Asia, Latin America, Eastern Europe
          and the Middle East.  Although there is no universally accepted
          definition, a developing country is generally considered to be a
          country which is in the initial stages of its industrialization
          cycle with a per capita gross national product of less than
          $8,000.

               Political and Economic Factors.  Individual foreign
          economies of certain countries may differ favorably or
          unfavorably from the United States' economy in such respects as
          growth of gross national product, rate of inflation, capital
          reinvestment, resource self-sufficiency and balance of payments
          position.  The internal politics of certain foreign countries are
          not as stable as in the United States.  For example, in 1991, the
          existing government in Thailand was overthrown in a military 


















          PAGE 9
          coup.  In 1992, there were two military coup attempts in
          Venezuela and in 1992 the President of Brazil was impeached.  In
          addition, significant external political risks currently affect
          some foreign countries.  Both Taiwan and China still claim
          sovereignty of one another and there is a demilitarized border
          between North and South Korea.

               Governments in certain foreign countries continue to
          participate to a significant degree, through ownership interest
          or regulation, in their respective economies.  Action by these
          governments could have a significant effect on market prices of
          securities and payment of dividends.  The economies of many
          foreign countries are heavily dependent upon international trade
          and are accordingly affected by protective trade barriers and
          economic conditions of their trading partners.  The enactment by
          these trading partners of protectionist trade legislation could
          have a significant adverse effect upon the securities markets of
          such countries.

               Currency Fluctuations.  The Funds will invest in securities
          denominated in various currencies.  Accordingly, a change in the
          value of any such currency against the U.S. dollar will result in
          a corresponding change in the U.S. dollar value of the Funds'
          assets denominated in that currency.  Such changes will also
          affect the Funds' income.  Generally, when a given currency
          appreciates against the dollar (the dollar weakens) the value of
          the Fund's securities denominated in that currency will rise. 
          When a given currency depreciates against the dollar (the dollar
          strengthens) the value of the Funds' securities denominated in
          that currency would be expected to decline.

               Investment and Repatriation of Restrictions.  Foreign
          investment in the securities markets of certain foreign countries
          is restricted or controlled in varying degrees.  These
          restrictions may limit at times and preclude investment in
          certain of such countries and may increase the cost and expenses
          of the Funds.  Investments by foreign investors are subject to a
          variety of restrictions in many developing countries.  These
          restrictions may take the form of prior governmental approval,
          limits on the amount or type of securities held by foreigners,
          and limits on the types of companies in which foreigners may
          invest.  Additional or different restrictions may be imposed at
          any time by these or other countries in which the Funds invest. 
          In addition, the repatriation of both investment income and
          capital from several foreign countries is restricted and 




















          PAGE 10
          controlled under certain regulations, including in some cases the
          need for certain government consents.  For example, capital
          invested in Chile normally cannot be repatriated for one year.

               Market Characteristics.  Foreign stock and bond markets are
          generally not as developed or efficient as, and may be more
          volatile than, those in the United States.  While growing in
          volume, they usually have substantially less volume than U.S.
          markets and the Funds' portfolio securities may be less liquid
          and subject to more rapid and erratic price movements than
          securities of comparable U.S. companies.  Equity securities may
          trade at price/earnings multiples higher than comparable United
          States securities and such levels may not be sustainable.  Fixed
          commissions on foreign stock exchanges are generally higher than
          negotiated commissions on United States exchanges, although the
          Funds will endeavor to achieve the most favorable net results on
          their portfolio transactions.  There is generally less government
          supervision and regulation of foreign stock exchanges, brokers
          and listed companies than in the United States.  Moreover,
          settlement practices for transactions in foreign markets may
          differ from those in United States markets.  Such differences may
          include delays beyond periods customary in the United States and
          practices, such as delivery of securities prior to receipt of
          payment, which increase the likelihood of a "failed settlement." 
          Failed settlements can result in losses to a Fund.

               Investment Funds.  The Funds may invest in investment funds
          which have been authorized by the governments of certain
          countries specifically to permit foreign investment in securities
          of companies listed and traded on the stock exchanges in these
          respective countries.  The Funds' investment in these funds is
          subject to the provisions of the 1940 Act.  If the Funds invest
          in such investment funds, the Funds' shareholders will bear not
          only their proportionate share of the expenses of the Funds
          (including operating expenses and the fees of the investment
          manager), but also will bear indirectly similar expenses of the
          underlying investment funds.  In addition, the securities of
          these investment funds may trade at a premium over their net
          asset value.

               Information and Supervision.  There is generally less
          publicly available information about foreign companies comparable
          to reports and ratings that are published about companies in the
          United States.  Foreign companies are also generally not subject
          to uniform accounting, auditing and financial reporting
          standards, practices and requirements comparable to those
          applicable to United States companies.  It also may be more 


















          PAGE 11
          difficult to keep currently informed of corporate actions which
          affect the prices of portfolio securities.

               Taxes.  The dividends and interest payable on certain of the
          Funds' foreign portfolio securities may be subject to foreign
          withholding taxes, thus reducing the net amount of income
          available for distribution to the Funds' shareholders.  

               Other.  With respect to certain foreign countries,
          especially developing and emerging ones, there is the possibility
          of adverse changes in investment or exchange control regulations,
          expropriation or confiscatory taxation, limitations on the
          removal of funds or other assets of the Funds, political or
          social instability, or diplomatic developments which could affect
          investments by U.S. persons in those countries.  

               Eastern Europe and Russia.  Changes occurring in Eastern
          Europe and Russia today could have long-term potential
          consequences.  As restrictions fall, this could result in rising
          standards of living, lower manufacturing costs, growing consumer
          spending, and substantial economic growth.  However, investment
          in the countries of Eastern Europe and Russia is highly
          speculative at this time.  Political and economic reforms are too
          recent to establish a definite trend away from centrally-planned
          economies and state owned industries.  In many of the countries
          of Eastern Europe and Russia, there is no stock exchange or
          formal market for securities.  Such countries may also have
          government exchange controls, currencies with no recognizable
          market value relative to the established currencies of western
          market economies, little or no experience in trading in
          securities, no financial reporting standards, a lack of a banking
          and securities infrastructure to handle such trading, and a legal
          tradition which does not recognize rights in private property. 
          In addition, these countries may have national policies which
          restrict investments in companies deemed sensitive to the
          country's national interest.  Further, the governments in such
          countries may require governmental or quasi-governmental
          authorities to act as custodian of a Fund's assets invested in
          such countries and these authorities may not qualify as a foreign
          custodian under the Investment Company Act of 1940 and exemptive
          relief from such Act may be required.  All of these
          considerations are among the factors which could cause
          significant risks and uncertainties to investment in Eastern
          Europe and Russia.  Each Fund will only invest in a company
          located in, or a government of, Eastern Europe and Russia, if it
          believes the potential return justifies the risk.  To the extent
          any securities issued by companies in Eastern Europe and Russia 


















          PAGE 12
          are considered illiquid, each Fund will be required to include
          such securities within its 15% restriction on investing in
          illiquid securities.

             Latin America

               To the extent the fund invests in Latin America, such
          investments will be subject to the factors discussed below.  

               Inflation.  Most Latin American countries have experienced,
          at one time or another, severe and persistent levels of
          inflation, including, in some cases, hyperinflation.  This has,
          in turn, led to high interest rates, extreme measures by
          governments to keep inflation in check and a generally
          debilitating effect on economic growth.  Although inflation in
          many countries has lessened, there is no guarantee it will remain
          at lower levels.

               Political Instability.  The political history of certain
          Latin American countries has been characterized by political
          uncertainty, intervention by the military in civilian and
          economic spheres, and political corruption.  Such developments,
          if they were to reoccur, could reverse favorable trends toward
          market and economic reform, privatization and removal of trade
          barriers and result in significant disruption in securities
          markets.

               Foreign Currency.  Certain Latin American countries may have
          managed currencies which are maintained at artificial levels to
          the U.S. dollar rather than at levels determined by the market. 
          This type of system can lead to sudden and large adjustments in
          the currency which, in turn, can have a disruptive and negative
          effect on foreign investors.  For example, in late 1994 the value
          of the Mexican peso lost more than one-third of its value
          relative to the dollar.  Certain Latin American countries also
          may restrict the free conversion of their currency into foreign
          currencies, including the U.S. dollar.  There is no significant
          foreign exchange market for certain currencies and it would, as a
          result, be difficult for the Fund to engage in foreign currency
          transactions designed to protect the value of the Fund's
          interests in securities denominated in such currencies.

               Sovereign Debt.  A number of Latin American countries are
          among the largest debtors of developing countries.  There have
          been moratoria on, and reschedulings of, repayment with respect
          to these debts.  Such events can restrict the flexibility of 



















          PAGE 13
          these debtor nations in the international markets and result in
          the imposition of onerous conditions on their economies.

          Special Risks of Investing in Junk Bonds

               The following special considerations are additional risk
          factors associated with the Fund's investments in lower rated
          debt securities.

               Youth and Growth of the Lower Rated Debt Securities Market. 
          The market for lower rated debt securities is relatively new and
          its growth has paralleled a long economic expansion.  Past
          experience may not, therefore, provide an accurate indication of
          future performance of this market, particularly during periods of
          economic recession.  An economic downturn or increase in interest
          rates is likely to have a greater negative effect on this market,
          the value of lower rated debt securities in the Fund's portfolio,
          the Fund's net asset value and the ability of the bonds' issuers
          to repay principal and interest, meet projected business goals
          and obtain additional financing than on higher rated securities. 
          These circumstances also may result in a higher incidence of
          defaults than with respect to higher rated securities.  An
          investment in this Fund is more speculative than investment in
          shares of a fund which invests only in higher rated debt
          securities.

               Sensitivity to Interest Rate and Economic Changes.  Prices
          of lower rated debt securities may be more sensitive to adverse
          economic changes or corporate developments than higher rated
          investments.  Debt securities with longer maturities, which may
          have higher yields, may increase or decrease in value more than
          debt securities with shorter maturities.  Market prices of lower
          rated debt securities structured as zero coupon or pay-in-kind
          securities are affected to a greater extent by interest rate
          changes and may be more volatile than securities which pay
          interest periodically and in cash.  Where it deems it appropriate
          and in the best interests of Fund shareholders, the Fund may
          incur additional expenses to seek recovery on a debt security on
          which the issuer has defaulted and to pursue litigation to
          protect the interests of security holders of its portfolio
          companies.

               Liquidity and Valuation.  Because the market for lower rated
          securities may be thinner and less active than for higher rated
          securities, there may be market price volatility for these
          securities and limited liquidity in the resale market.  Nonrated
          securities are usually not as attractive to as many buyers as 


















          PAGE 14
          rated securities are, a factor which may make nonrated securities
          less marketable.  These factors may have the effect of limiting
          the availability of the securities for purchase by the Fund and
          may also limit the ability of the Fund to sell such securities at
          their fair value either to meet redemption requests or in
          response to changes in the economy or the financial markets. 
          Adverse publicity and investor perceptions, whether or not based
          on fundamental analysis, may decrease the values and liquidity of
          lower rated debt securities, especially in a thinly traded
          market.  To the extent the Fund owns or may acquire illiquid or
          restricted lower rated securities, these securities may involve
          special registration responsibilities, liabilities and costs, and
          liquidity and valuation difficulties.  Changes in values of debt
          securities which the Fund owns will affect its net asset value
          per share.  If market quotations are not readily available for
          the Fund's lower rated or nonrated securities, these securities
          will be valued by a method that the Fund's Board of Directors
          believes accurately reflects fair value.  Judgment plays a
          greater role in valuing lower rated debt securities than with
          respect to securities for which more external sources of
          quotations and last sale information are available.

               Congressional Action.  New and proposed laws may have an
          impact on the market for lower rated debt securities.  For
          example, as a result of the Financial Institution's Reform,
          Recovery, and Enforcement Act of 1989, savings and loan
          associations must dispose of their high yield bonds no later than
          July 1, 1994.  Qualified affiliates of savings and loan
          associations, however, may purchase and retain these securities,
          and savings and loan associations may divest these securities by
          sale to their qualified affiliates.  T. Rowe Price is unable at
          this time to predict what effect, if any, the legislation may
          have on the market for lower rated debt securities.

               Taxation.  Special tax considerations are associated with
          investing in lower rated debt securities structured as zero
          coupon or pay-in-kind securities.  The Fund accrues income on
          these securities prior to the receipt of cash payments.  The Fund
          must distribute substantially all of its income to its
          shareholders to qualify for pass-through treatment under the tax
          laws and may, therefore, have to dispose of its portfolio
          securities to satisfy distribution requirements.    























          PAGE 15
          Limited-Term Bond Fund

          Special Risks of Investing in Junk Bonds

               The following special considerations are additional risk
          factors associated with the Fund's investments in lower rated
          debt securities.

               Youth and Growth of the Lower Rated Debt Securities Market. 
          The market for lower rated debt securities is relatively new and
          its growth has paralleled a long economic expansion.  Past
          experience may not, therefore, provide an accurate indication of
          future performance of this market, particularly during periods of
          economic recession.  An economic downturn or increase in interest
          rates is likely to have a greater negative effect on this market,
          the value of lower rated debt securities in the Fund's portfolio,
          the Fund's net asset value and the ability of the bonds' issuers
          to repay principal and interest, meet projected business goals
          and obtain additional financing than on higher rated securities. 
          These circumstances also may result in a higher incidence of
          defaults than with respect to higher rated securities.  An
          investment in this Fund is more speculative than investment in
          shares of a fund which invests only in higher rated debt
          securities.

               Sensitivity to Interest Rate and Economic Changes.  Prices
          of lower rated debt securities may be more sensitive to adverse
          economic changes or corporate developments than higher rated
          investments.  Debt securities with longer maturities, which may
          have higher yields, may increase or decrease in value more than
          debt securities with shorter maturities.  Market prices of lower
          rated debt securities structured as zero coupon or pay-in-kind
          securities are affected to a greater extent by interest rate
          changes and may be more volatile than securities which pay
          interest periodically and in cash.  Where it deems it appropriate
          and in the best interests of Fund shareholders, the Fund may
          incur additional expenses to seek recovery on a debt security on
          which the issuer has defaulted and to pursue litigation to
          protect the interests of security holders of its portfolio
          companies.

               Liquidity and Valuation.  Because the market for lower rated
          securities may be thinner and less active than for higher rated
          securities, there may be market price volatility for these
          securities and limited liquidity in the resale market.  Nonrated
          securities are usually not as attractive to as many buyers as 



















          PAGE 16
          rated securities are, a factor which may make nonrated securities
          less marketable.  These factors may have the effect of limiting
          the availability of the securities for purchase by the Fund and
          may also limit the ability of the Fund to sell such securities at
          their fair value either to meet redemption requests or in
          response to changes in the economy or the financial markets. 
          Adverse publicity and investor perceptions, whether or not based
          on fundamental analysis, may decrease the values and liquidity of
          lower rated debt securities, especially in a thinly traded
          market.  To the extent the Fund owns or may acquire illiquid or
          restricted lower rated securities, these securities may involve
          special registration responsibilities, liabilities and costs, and
          liquidity and valuation difficulties.  Changes in values of debt
          securities which the Fund owns will affect its net asset value
          per share.  If market quotations are not readily available for
          the Fund's lower rated or nonrated securities, these securities
          will be valued by a method that the Fund's Board of Directors
          believes accurately reflects fair value.  Judgment plays a
          greater role in valuing lower rated debt securities than with
          respect to securities for which more external sources of
          quotations and last sale information are available.

               Congressional Action.  New and proposed laws may have an
          impact on the market for lower rated debt securities.  For
          example, as a result of the Financial Institution's Reform,
          Recovery, and Enforcement Act of 1989, savings and loan
          associations were required to dispose of their high yield bonds
          no later than July 1, 1994.  Qualified affiliates of savings and
          loan associations, however, may purchase and retain these
          securities, and savings and loan associations may divest these
          securities by sale to their qualified affiliates.  T. Rowe Price
          is unable at this time to predict what effect, if any, the
          legislation may have on the market for lower rated debt
          securities.

               Taxation.  Special tax considerations are associated with
          investing in lower rated debt securities structured as zero
          coupon or pay-in-kind securities.  The Fund accrues income on
          these securities prior to the receipt of cash payments.  The Fund
          must distribute substantially all of its income to its
          shareholders to qualify for pass-through treatment under the tax
          laws and may, therefore, have to dispose of its portfolio
          securities to satisfy distribution requirements.

               Reference is also made to the sections entitled "Types of
          Securities" and "Portfolio Management Practices" for discussions 



















          PAGE 17
          of the risks associated with the investments and practices
          described therein as they apply to the Fund.


                                  INVESTMENT PROGRAM

               Set forth below is additional information about certain of
          the investments described in the Fund's prospectus.


                                 TYPES OF SECURITIES

                              Adjustable Rate Securities

               Generally, the maturity of a security is deemed to be the
          period remaining until the date (noted on the face of the
          instrument) on which the principal amount must be paid, or in the
          case of an instrument called for redemption, the date on which
          the redemption payment must be made.  However, certain securities
          may be issued with adjustable interest rates that are reset
          periodically by pre-determined formulas or indexes in order to
          minimize movements in the principal value of the investment. 
          Such securities may have long-term maturities, but may be treated
          as a short-term investment under certain conditions.  Generally,
          as interest rates decrease or increase, the potential for capital
          appreciation or depreciation on these securities is less than for
          fixed-rate obligations.  These securities may take the following
          forms:

               Variable Rate Securities.  Variable rate instruments may
               take the form of domestic certificates of deposit which
               provide for the adjustment of their interest rate on set
               dates and which, upon adjustment, can reasonably be expected
               to have a market value which approximates its par value.  A
               variable rate instrument, the principal amount of which is
               scheduled to be paid in 397 calendar days or less, is deemed
               to have a maturity equal to the period remaining until the
               next readjustment of the interest rate.  A variable rate
               instrument which is subject to a demand feature which
               entitles the purchaser to receive the principal amount of
               the underlying security or securities, either (i) upon
               notice of no more than 30 days, or (ii) at specified
               intervals not exceeding 397 calendar days and upon no more
               than 30 days' notice, is deemed to have a maturity equal to
               the longer of the period remaining until the next 




















          PAGE 18
               readjustment of the interest rate or the period remaining
               until the principal amount can be recovered through demand. 

               Floating Rate Securities.  Floating rate may take the form
               of corporate or bank holding company notes or Eurodollar
               certificates of deposit.  These instruments provide for the
               adjustment of their interest rates whenever a specified
               interest rate changes and which, at any time, can reasonably
               be expected to have a market value that approximates its par
               value.  Floating rate instruments with demand features are
               deemed to have a maturity equal to the period remaining
               until the principal amount can be recovered through demand. 
               An instrument that is issued or guaranteed by the U.S.
               Government or any agency thereof which has a variable rate
               of interest readjusted no less frequently than every 762
               days may be deemed to have a maturity equal to the period
               remaining until the next readjustment of the interest rate.

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

               When-Issued Securities and Forward Commitment Contracts

               The Funds may purchase securities on a "when-issued" or
          delayed delivery basis ("When-Issueds") and the Limited-Term and
          GNMA Funds may purchase securities on a forward commitment basis
          ("Forwards").  The price of such securities, which may be
          expressed in yield terms, is fixed at the time the commitment to
          purchase is made, but delivery and payment for take place at a
          later date.  Normally, the settlement date occurs within 90 days
          of the purchase for When-Issueds, but may be substantially longer
          for Forwards.  During the period between purchase and settlement,
          no payment is made by the Fund to the issuer and no interest
          accrues to the Fund.  The purchase of these securities will
          result in a loss if their value declines prior to the settlement
          date. This could occur, for example, if interest rates increase
          prior to settlement.  The longer the period between purchase and
          settlement the greater these risks are.  At the time the Fund
          makes the commitment to purchase these securities, it will record
          the transaction and reflect the value of the security in
          determining its net asset value.  The Fund will cover these
          securities by maintaining cash and/or liquid, high-grade debt 


















          PAGE 19
          securities with its custodian bank equal in value to commitments
          for them during the time between purchase and settlement. 
          Therefore, the longer this period, the longer the time during
          which alternative investment options are not available to the
          Fund (to the extent of the securities used for cover).  Such
          securities either will mature or, if necessary, be sold on or
          before the settlement date.

               To the extent the Fund remains fully or almost fully
          invested (in securities with a remaining maturity of more than
          one year) at the same time it purchases these securities, there
          will be greater fluctuations in the Fund's net asset value than
          if the Fund did not purchase them.

                               Money Market Securities

               The money market securities that the Funds may invest in are
          generally limited to those described below.

               U.S. Government Obligations.  Bills, notes, bonds, and other
          debt securities issued by the U.S. Treasury.  These are direct
          obligations of the U.S. Government and differ mainly in the
          length of their maturities.

               U.S. Government Agency Securities.  Issued or guaranteed by
          U.S. Government sponsored enterprises and federal agencies. 
          These include securities issued by the Federal National Mortgage
          Association, Government National Mortgage Association, Federal
          Home Loan Bank, Federal Land Banks, Farmers Home Administration,
          Banks for Cooperatives, Federal Intermediate Credit Banks,
          Federal Financing Bank, Farm Credit Banks, the Small Business
          Association, and the Tennessee Valley Authority.  Some of these
          securities are supported by the full faith and credit of the U.S.
          Treasury; and the remainder are supported only by the credit of
          the instrumentality, which may or may not include the right of
          the issuer to borrow from the Treasury.

               Bank Obligations.  Certificates of deposit, bankers'
          acceptances, and other short-term debt obligations.  Certificates
          of deposit are short-term obligations of commercial banks.  A
          bankers' acceptance is a time draft drawn on a commercial bank by
          a borrower, usually in connection with international commercial
          transactions.  Certificates of deposit may have fixed or variable
          rates.  The Funds may invest in U.S. banks, foreign branches of
          U.S. banks, U.S. branches of foreign banks and foreign branches
          of foreign banks.



















          PAGE 20
               Short-term Corporate Debt Securities.  Outstanding
          nonconvertible corporate debt securities (e.g., bonds and
          debentures) which have one year or less remaining to maturity. 
          Corporate notes may have fixed, variable, or floating rates.

               Commercial Paper.  Short-term promissory notes issued by
          corporations primarily to finance short-term credit needs. 
          Certain notes may have floating or variable rates.

               Foreign Government Securities.  Issued or guaranteed by a
          foreign government, province, instrumentality, political
          subdivision or similar unit thereof.  However, the Cash Reserves
          Fund will only purchase these securities if they are payable in
          U.S. dollars.

               Savings and Loan Obligations.  Negotiable certificates of
          deposit and other short-term debt obligations of savings and loan
          associations.

               Supranational Agencies.  The Funds may also invest in the
          securities of certain supranational entities, such as the
          International Development Bank.

               First Tier Money Market Securities Defined.  At least 95% of
          the Cash Reserves Fund's total assets will be maintained in first
          tier money market securities.  First tier money market securities
          are those which are described as First Tier Securities under Rule
          2a-7 of the Investment Company Act of 1940.  These include any
          security with a remaining maturity of 397 days or less that is
          rated (or that has been issued by an issuer that is rated with
          respect to a class of short-term debt obligations, or any
          security within that class that is comparable in priority and
          security with the security) by any two nationally recognized
          statistical rating organizations (NRSROs) (or if only one NRSRO
          has issued a rating, that NRSRO) in the highest rating category
          for short-term debt obligations (within which there may be sub-
          categories).  First Tier Securities also include unrated
          securities comparable in quality to rated securities, as
          determined by T. Rowe Price pursuant to written guidelines
          established in accordance with Rule 2a-7 under the Investment
          Company Act of 1940 under the supervision of the Fund's Board of
          Directors.























          PAGE 21
                             Mortgage-Related Securities

          Limited-Term and GNMA Funds

               Mortgage-related securities in which the Fund's may invest
          include, but are not limited to those described below.  The GNMA
          Fund will invest at least 65% of its assets in GNMA mortgage
          securities.

               Mortgage-Backed Securities.  Mortgage-backed securities are
          securities representing an interest in a pool of mortgages.  The
          mortgages may be of a variety of types, including adjustable
          rate, conventional 30-year fixed rate, graduated payment, and 15-
          year.  Principal and interest payments made on the mortgages in
          the underlying mortgage pool are passed through to the Fund. 
          This is in contrast to traditional bonds where principal is
          normally paid back at maturity in a lump sum.  Unscheduled
          prepayments of principal shorten the securities' weighted average
          life and may lower their total return.  (When a mortgage in the
          underlying mortgage pool is prepaid, an unscheduled principal
          prepayment is passed through to the Fund.  This principal is
          returned to the Fund at par.  As a result, if a mortgage security
          were trading at a premium, its total return would be lowered by
          prepayments, and if a mortgage security were trading at a
          discount, its total return would be increased by prepayments.) 
          The value of these securities also may change because of changes
          in the market's perception of the creditworthiness of the federal
          agency that issued them.  In addition, the mortgage securities
          market in general may be adversely affected by changes in
          governmental regulation or tax policies.

               U.S. Government Agency Mortgage-Backed Securities.  These
          are obligations issued or guaranteed by the United States
          Government or one of its agencies or instrumentalities, such as
          the Government National Mortgage Association ("Ginnie Mae" or
          "GNMA"), the Federal National Mortgage Association ("Fannie Mae"
          or "FNMA") and the Federal Home Loan Mortgage Corporation
          ("Freddie Mac" or "FHLMC"), and the Federal Agricultural Mortgage
          Corporation ("Farmer Mac" or "FAMC").  FNMA, FHLMC and FAMC
          obligations are not backed by the full faith and credit of the
          U.S. Government as GNMA certificates are, but FNMA and FHLMC
          securities are supported by the instrumentality's right to borrow
          from the United States Treasury.  U.S. Government Agency
          Mortgage-Backed Certificates provide for the pass-through to
          investors of their pro-rata share of monthly payments (including
          any prepayments) made by the individual borrowers on the pooled
          mortgage loans, net of any fees paid to the guarantor of such 


















          PAGE 22
          securities and the servicer of the underlying mortgage loans. 
          Each of GNMA, FNMA, FHLMC and FAMC guarantees timely
          distributions of interest to certificate holders.  GNMA and FNMA
          guarantee timely distributions of scheduled principal. FHLMC has
          in the past guaranteed only the ultimate collection of principal
          of the underlying mortgage loan; however, FHLMC now issues
          Mortgage-Backed Securities (FHLMC Gold PCs) which also guarantee
          timely payment of monthly principal reductions.

               Ginnie Mae Certificates.  Ginnie Mae is a wholly-owned
          corporate instrumentality of the United States within the
          Department of Housing and Urban Development.  The National
          Housing Act of 1934, as amended (the "Housing Act"), authorizes
          Ginnie Mae to guarantee the timely payment of the principal of
          and interest on certificates that are based on and backed by a
          pool of mortgage loans insured by the Federal Housing
          Administration under the Housing Act, or Title V of the Housing
          Act of 1949 ("FHA Loans"), or guaranteed by the Department of
          Veterans Affairs under the Servicemen's Readjustment Act of 1944,
          as amended ("VA Loans"), or by pools of other eligible mortgage
          loans.  The Housing Act provides that the full faith and credit
          of the United States government is pledged to the payment of all
          amounts that may be required to be paid under any guaranty.  In
          order to meet its obligations under such guaranty, Ginnie Mae is
          authorized to borrow from the United States Treasury with no
          limitations as to amount.

               Fannie Mae Certificates.  Fannie Mae is a federally
          chartered and privately owned corporation organized and existing
          under the Federal National Mortgage Association Charter Act of
          1938.  FNMA Certificates represent a pro-rata interest in a group
          of mortgage loans purchased by Fannie Mae.  FNMA guarantees the
          timely payment of principal and interest on the securities it
          issues.  The obligations of FNMA are not backed by the full faith
          and credit of the U.S. Government.

               Freddie Mac Certificates.  Freddie Mac is a corporate
          instrumentality of the United States created pursuant to the
          Emergency Home Finance Act of 1970, as amended (the "FHLMC Act"). 
          Freddie Mac Certificates represent a pro-rata interest in a group
          of mortgage loans (a "Freddie Mac Certificate group") purchased
          by Freddie Mac.  Freddie Mac guarantees timely payment of
          interest and principal on certain securities it issues and timely
          payment of interest and eventual payment of principal on other
          securities is issues.  The obligations of Freddie Mac are
          obligations solely of Freddie Mac and are not backed by the full
          faith and credit of the U.S. Government.


















          PAGE 23

               Farmer Mac Certificates.  The Federal Agricultural Mortgage
          Corporation ("Farmer Mac") is a federally chartered
          instrumentality of the United States established by Title VIII of
          the Farm Credit Act of 1971, as amended ("Charter Act").  Farmer
          Mac was chartered primarily to attract new capital for financing
          of agricultural real estate by making a secondary market in
          certain qualified agricultural real estate loans.  Farmer Mac
          provides guarantees of timely payment of principal and interest
          on securities representing interests in, or obligations backed
          by, pools of mortgages secured by first liens on agricultural
          real estate ("Farmer Mac Certificates").  Similar to Fannie Mae
          and Freddie Mac, Farmer Mac's Certificates are not supported by
          the full faith and credit of the U.S. Government; rather, Farmer
          Mac may borrow up from the U.S. Treasury to meet its guaranty
          obligations.  

               As discussed above, prepayments on the underlying mortgages
          and their effect upon the rate of return of a Mortgage-Backed
          Security, is the principal investment risk for a purchaser of
          such securities, like the Fund.  Over time, any pool of mortgages
          will experience prepayments due to a variety of factors,
          including (1) sales of the underlying homes (including
          foreclosures), (2) refinancings of the underlying mortgages, and
          (3) increased amortization by the mortgagee.  These factors, in
          turn, depend upon general economic factors, such as level of
          interest rates and economic growth.  Thus, investors normally
          expect prepayment rates to increase during periods of strong
          economic growth or declining interest rates, and to decrease in
          recessions and rising interest rate environments.  Accordingly,
          the life of the Mortgage-Backed Security is likely to be
          substantially shorter than the stated maturity of the mortgages
          in the underlying pool.  Because of such variation in prepayment
          rates, it is not possible to predict the life of a particular
          Mortgage-Backed Security, but FHA statistics indicate that 25- to
          30-year single family dwelling mortgages have an average life of
          approximately 12 years.  The majority of Ginnie Mae Certificates
          are backed by mortgages of this type, and, accordingly, the
          generally accepted practice treats Ginnie Mae Certificates as 30-
          year securities which prepay full in the 12th year.  FNMA and
          Freddie Mac Certificates may have differing prepayment
          characteristics.























          PAGE 24
               Fixed Rate Mortgage-Backed Securities bear a stated "coupon
          rate" which represents the effective mortgage rate at the time of
          issuance, less certain fees to GNMA, FNMA and FHLMC for providing
          the guarantee, and the issuer for assembling the pool and for
          passing through monthly payments of interest and principal.

               Payments to holders of Mortgage-Backed Securities consist of
          the monthly distributions of interest and principal less the
          applicable fees.  The actual yield to be earned by a holder of
          Mortgage-Backed Securities is calculated by dividing interest
          payments by the purchase price paid for the Mortgage-Backed
          Securities (which may be at a premium or a discount from the face
          value of the certificate).

               Monthly distributions of interest, as contrasted to semi-
          annual distributions which are common for other fixed interest
          investments, have the effect of compounding and thereby raising
          the effective annual yield earned on Mortgage-Backed Securities. 
          Because of the variation in the life of the pools of mortgages
          which back various Mortgage-Backed Securities, and because it is
          impossible to anticipate the rate of interest at which future
          principal payments may be reinvested, the actual yield earned
          from a portfolio of Mortgage-Backed Securities will differ
          significantly from the yield estimated by using an assumption of
          a certain life for each Mortgage-Backed Security included in such
          a portfolio as described above.

               Fixed Rate Mortgage-Backed Securities bear a stated "coupon
          rate" which represents the effective mortgage rate at the time of
          issuance, less certain fees to GNMA, FNMA and FHLMC for providing
          the guarantee, and the issuer for assembling the pool and for
          passing through monthly payments of interest and principal.

               Payments to holders of Mortgage-Backed Securities consist of
          the monthly distributions of interest and principal less the
          applicable fees.  The actual yield to be earned by a holder of
          Mortgage-Backed Securities is calculated by dividing interest
          payments by the purchase price paid for the Mortgage-Backed
          Securities (which may be at a premium or a discount from the face
          value of the certificate).

               Monthly distributions of interest, as contrasted to semi-
          annual distributions which are common for other fixed interest
          investments, have the effect of compounding and thereby raising
          the effective annual yield earned on Mortgage-Backed Securities. 
          Because of the variation in the life of the pools of mortgages
          which back various Mortgage-Backed Securities, and because it is 


















          PAGE 25
          impossible to anticipate the rate of interest at which future
          principal payments may be reinvested, the actual yield earned
          from a portfolio of Mortgage-Backed Securities will differ
          significantly from the yield estimated by using an assumption of
          a certain life for each Mortgage-Backed Security included in such
          a portfolio as described above.

               U.S. Government Agency Multiclass Pass-Through Securities.  
          Unlike CMOs, U.S. Government Agency Multiclass Pass-Through
          Securities, which include FNMA Guaranteed REMIC Pass-Through
          Certificates and FHLMC Multi-Class Mortgage Participation
          Certificates, are ownership interests in a pool of Mortgage
          Assets.  Unless the context indicates otherwise, all references
          herein to CMOs include multiclass pass-through securities.

               Collateralized Mortgage Obligations (CMOs).  The Limited-
          Term and GNMA Funds may invest up to 30% and 20% of their total
          assets, respectively, in collateralized mortgage obligations
          (CMOs).

               CMOs are bonds that are collateralized by whole loan
          mortgages or mortgage pass-through securities.  The bonds issued
          in a CMO deal are divided into groups, and each group of bonds is
          referred to as a "tranche."  Under the traditional CMO structure,
          the cash flows generated by the mortgages or mortgage pass-
          through securities in the collateral pool are used to first pay
          interest and then pay principal to the CMO bondholders.  The
          bonds issued under a CMO structure are retired sequentially as
          opposed to the pro rata return of principal found in traditional
          pass-through obligations.  Subject to the various provisions of
          individual CMO issues, the cash flow generated by the underlying
          collateral (to the extent it exceeds the amount required to pay
          the stated interest) is used to retire the bonds.  Under the CMO
          structure, the repayment of principal among the different
          tranches is prioritized in accordance with the terms of the
          particular CMO issuance.  The "fastest-pay" tranche of bonds, as
          specified in the prospectus for the issuance, would initially
          receive all principal payments.  When that tranche of bonds is
          retired, the next tranche, or tranches, in the sequence, as
          specified in the prospectus, receive all of the principal
          payments until they are retired.  The sequential retirement of
          bond groups continues until the last tranche, or group of bonds,
          is retired.  Accordingly, the CMO structure allows the issuer to
          use cash flows of long maturity, monthly-pay collateral to
          formulate securities with short, intermediate and long final
          maturities and expected average lives.



















          PAGE 26
               CMO structures may also include floating rate CMOs, planned
          amortization classes, accrual bonds and CMO residuals.  These
          structures affect the amount and timing of principal and interest
          received by each tranche from the underlying collateral.  Under
          certain of these structures, given classes of CMOs have priority
          over others with respect to the receipt of prepayments on the
          mortgages.  Therefore, depending on the type of CMOs in which the
          Fund invests, the investment may be subject to a greater or
          lesser risk of prepayment than other types of mortgage-related
          securities.

               The primary risk of any mortgage security is the uncertainty
          of the timing of cash flows.  For CMOs, the primary risk results
          from the rate of prepayments on the underlying mortgages serving
          as collateral.  An increase or decrease in prepayment rates
          (resulting from a decrease or increase in mortgage interest
          rates) will affect the yield, average life and price of CMOs. 
          The prices of certain CMOs, depending on their structure and the
          rate of prepayments, can be volatile.  Some CMOs may also not be
          as liquid as other securities.

               Stripped Mortgage-Backed Securities.  The Limited-Term Fund
          may invest up to 10% of its total assets in stripped mortgage
          securities.  The GNMA Fund may invest up to 10% of its total
          assets in these securities, however, it has no current intention
          of investing more than 5% of its total assets in them.

               Stripped Agency Mortgage-Backed securities represent
          interests in a pool of mortgages, the cash flow of which has been
          separated into its interest and principal components.  "IOs"
          (interest only securities) receive the interest portion of the
          cash flow while "POs" (principal only securities) receive the
          principal portion.  Stripped Agency Mortgage-Backed Securities
          may be issued by U.S. Government Agencies or by private issuers
          similar to those described below with respect to CMOs and
          privately-issued mortgage-backed certificates.  As interest rates
          rise and fall, the value of IOs tends to move in the same
          direction as interest rates.  The value of the other
          mortgage-backed securities described herein, like other debt
          instruments, will tend to move in the opposite direction compared
          to interest rates.  Under the Internal Revenue Code of 1986, as
          amended (the "Code"), POs may generate taxable income from the
          current accrual of original issue discount, without a
          corresponding distribution of cash to the Fund.

               The cash flows and yields on IO and PO classes are extremely
          sensitive to the rate of principal payments (including 


















          PAGE 27
          prepayments) on the related underlying mortgage assets.  In the
          case of IOs, prepayments affect the amount, but not the timing,
          of cash flows provided to the investor.  In contrast, prepayments
          on the mortgage pool affect the timing, but not the amount, of
          cash flows received by investors in POs.  A rapid or slow rate of
          principal payments may have a material adverse effect on the
          prices of IOs or POs, respectively.  If the underlying mortgage
          assets experience greater than anticipated prepayments of
          principal, an investor may fail to recoup fully its initial
          investment in an IO class of a stripped mortgage-backed security,
          even if the IO class is rated AAA or Aaa or is derived from a
          full faith and credit obligation.  Conversely, if the underlying
          mortgage assets experience slower than anticipated prepayments of
          principal, the price on a PO class will be affected more severely
          than would be the case with a traditional mortgage-backed
          security.

               The staff of the Securities and Exchange Commission has
          advised the Fund that it believes the Fund should treat IOs and
          POs, other than government-issued IOs or POs backed by fixed rate
          mortgages, as illiquid securities and, accordingly, limit its
          investments in such securities, together with all other illiquid
          securities, to 15% of the Fund's net assets.  Under the Staff's
          position, the determination of whether a particular
          government-issued IO and PO backed by fixed rate mortgages may be
          made on a case by case basis under guidelines and standards
          established by the Fund's Board of Directors.  The Fund's Board
          of Directors has delegated to T. Rowe Price the authority to
          determine the liquidity of these investments based on the
          following guidelines: the type of issuer; type of collateral,
          including age and prepayment characteristics; rate of interest on
          coupon relative to current market rates and the effect of the
          rate on the potential for prepayments; complexity of the issue's
          structure, including the number of tranches; size of the issue
          and the number of dealers who make a market in the IO or PO. The
          Fund will treat non-government-issued IOs and POs not backed by
          fixed or adjustable rate mortgages as illiquid unless and until
          the Securities and Exchange Commission modifies its position.

               Multi-Class Residential Mortgage Securities.  Such
          securities represent interests in pools of mortgage loans to
          residential home buyers made by commercial banks, savings and
          loan associations or other financial institutions.  Unlike GNMA,
          FNMA and FHLMC securities, the payment of principal and interest
          on Multi-Class Residential Mortgage Securities is not guaranteed
          by the U.S. Government or any of its agencies.  Accordingly,
          yields on Multi-Class Residential Mortgage Securities have been 


















          PAGE 28
          historically higher than the yields on U.S. government mortgage
          securities.  However, the risk of loss due to default on such
          instruments is higher since they are not guaranteed by the U.S.
          Government or its agencies.  Additionally, pools of such
          securities may be divided into senior or subordinated segments. 
          Although subordinated mortgage securities may have a higher yield
          than senior mortgage securities, the risk of loss of principal is
          greater because losses on the underlying mortgage loans must be
          borne by persons holding subordinated securities before those
          holding senior mortgage securities.

               Privately-Issued Mortgage-Backed Certificates.  The Fund may
          also invest in pass-through certificates issued by non-
          governmental issuers.  Pools of conventional residential mortgage
          loans created by such issuers generally offer a higher rate of
          interest than government and government-related pools because
          there are no direct or indirect government guarantees of payment. 
          Timely payment of interest and principal of these pools is,
          however, generally supported by various forms of insurance or
          guarantees, including individual loan, title, pool and hazard
          insurance.  The insurance and guarantees are issued by government
          entities, private insurance or the mortgage poolers.  Such
          insurance and guarantees and the creditworthiness of the issuers
          thereof will be considered in determining whether a mortgage-
          related security meets the Fund's quality standards.  The Fund
          may buy mortgage-related securities without insurance or
          guarantees if through an examination of the loan experience and
          practices of the poolers, the investment manager determines that
          the securities meet the Fund's quality standards.

               The Fund expects that governmental, government-related or
          private entities may create mortgage loan pools offering pass-
          through investments in addition to those described above.  The
          mortgages underlying these securities may be alternative mortgage
          instruments, that is, mortgage instruments whose principal or
          interest payments may vary or whose terms to maturity may differ
          from customary long-term fixed rate mortgages.  As new types of
          mortgage-related securities are developed and offered to
          investors, the investment manager will, consistent with the
          Fund's objective, policies and quality standards, consider making
          investments in such new types of securities.

               Adjustable Rate Mortgage Securities ("ARMs").  ARMs, like
          fixed rate mortgages, have a specified maturity date, and the
          principal amount of the mortgage is repaid over the life of the
          mortgage.  Unlike fixed rate mortgages, the interest rate on ARMs



















          PAGE 29
          is adjusted at regular intervals based on a specified, published 
          interest rate "index" such as a Treasury rate index.  The new
          rate is determined by adding a specific interest amount, the
          "margin," to the interest rate of the index.  Investment in ARM
          securities allows the Fund to participate in changing interest
          rate levels through regular adjustments in the coupons of the
          underlying mortgages, resulting in more variable current income
          and lower price volatility than longer term fixed rate mortgage
          securities.  The ARM securities in which the Fund expects to
          invest will generally adjust their interest rates at regular
          intervals of one year or less.  ARM securities are a less
          effective means of locking in long-term rates than fixed rate
          mortgages since the income from adjustable rate mortgages will
          increase during periods of rising interest rates and decline
          during periods of falling rates.

               Characteristics of Adjustable Rate Mortgage Securities.  The
          interest rates paid on the mortgages underlying ARM securities
          are reset at regular intervals by adding an interest rate margin
          to a specified interest rate index.  There are three main
          categories of indices:  those based on U.S. Treasury securities
          such as the constant maturity treasury rate (CMT); those derived
          from a calculated measure such as a cost of funds index (COFI) or
          a moving average of mortgage rates; and those based on certain
          actively traded or prominent short-term rates such as the LIBOR. 
          Some indices, such as the one-year constant maturity Treasury
          rate, closely mirror changes in interest rate levels.  Others,
          such as COFI tend to lag behind changes in market rate levels but
          reset monthly thus tending to be somewhat less volatile.  Such a
          delay in adjusting to changes in interest rates may cause
          securities owned by the Fund to increase or decrease in value,
          particularly during periods between interest adjustment dates.

               ARMs will frequently have caps and floors which limit the
          maximum amount by which the interest rate to the residential
          borrower may move up or down, respectively, each adjustment
          period and over the life of the loan.  Interest rate caps on ARM
          securities may cause them to decrease in value in an increasing
          interest rate environment.  Such caps may also prevent their
          income from increasing to levels commensurate with prevailing
          interest rates.  Conversely, interest rate floors on ARM
          securities may cause their income to remain higher than
          prevailing interest rate levels and result in an increase in the
          value of such securities.  However, this increase may be tempered
          by the acceleration of prepayments.




















          PAGE 30
               Mortgage securities generally have a maximum maturity of up
          to 30 years.  However, due to the adjustable rate feature of ARM
          securities, their prices are considered to have volatility
          characteristics which approximate the average period of time
          until the next adjustment of the interest rate.  As a result, the
          principal volatility of ARM securities may be more comparable to
          short- and intermediate-term securities than to longer term fixed
          rate mortgage securities.  Prepayments however, will increase
          their principal volatility.  See also the discussion of Mortgage-
          Backed Securities on page __.

                               Asset-Backed Securities

               Each Fund may invest a portion of its assets in debt
          obligations known as asset-backed securities.

               The credit quality of most asset-backed securities depends
          primarily on the credit quality of the assets underlying such
          securities, how well the entity issuing the security is insulated
          from the credit risk of the originator or any other affiliated
          entities and the amount and quality of any credit support
          provided to the securities.  The rate of principal payment on
          asset-backed securities generally depends on the rate of
          principal payments received on the underlying assets which in
          turn may be affected by a variety of economic and other factors. 
          As a result, the yield on any asset-backed security is difficult
          to predict with precision and actual yield to maturity may be
          more or less than the anticipated yield to maturity.  Asset-
          backed securities may be classified either as pass-through
          certificates or collateralized obligations.

               Pass-through certificates are asset-backed securities which
          represent an undivided fractional ownership interest in an
          underlying pool of assets.  Pass-through certificates usually
          provide for payments of principal and interest received to be
          passed through to their holders, usually after deduction for
          certain costs and expenses incurred in administering the pool. 
          Because pass-through certificates represent an ownership interest
          in the underlying assets, the holders thereof bear directly the
          risk of any defaults by the obligors on the underlying assets not
          covered by any credit support.  See "Types of Credit Support".

               Asset-backed securities issued in the form of debt
          instruments, also known as collateralized or pay-through
          obligations, are generally issued as the debt of a special
          purpose entity organized solely for the purpose of owning such
          assets and issuing such debt.  Such assets are most often trade, 


















          PAGE 31
          credit card or automobile receivables.  The assets
          collateralizing such asset-backed securities are pledged to a
          trustee or custodian for the benefit of the holders thereof. 
          Such issuers generally hold no assets other than those underlying
          the asset-backed securities and any credit support provided.  As
          a result, although payments on such asset-backed securities are
          obligations of the issuers, in the event of defaults on the
          underlying assets not covered by any credit support (see "Types
          of Credit Support"), the issuing entities are unlikely to have
          sufficient assets to satisfy their obligations on the related
          asset-backed securities.

               Methods of Allocating Cash Flows.  While many asset-backed
          securities are issued with only one class of security, many
          asset-backed securities are issued in more than one class, each
          with different payment terms.  Multiple class asset-backed
          securities are issued for two main reasons.  First, multiple
          classes may be used as a method of providing credit support. 
          This is accomplished typically through creation of one or more
          classes whose right to payments on the asset-backed security is
          made subordinate to the right to such payments of the remaining
          class or classes.  See "Types of Credit Support".  Second,
          multiple classes may permit the issuance of securities with
          payment terms, interest rates or other characteristics differing
          both from those of each other and from those of the underlying
          assets.  Examples include so-called "strips" (asset-backed
          securities entitling the holder to disproportionate interests
          with respect to the allocation of interest and principal of the
          assets backing the security), and securities with class or
          classes having characteristics which mimic the characteristics of
          non-asset-backed securities, such as floating interest rates
          (i.e., interest rates which adjust as a specified benchmark
          changes) or scheduled amortization of principal.

               Asset-backed securities in which the payment streams on the
          underlying assets are allocated in a manner different than those
          described above may be issued in the future.  The Fund may invest
          in such asset-backed securities if such investment is otherwise
          consistent with its investment objectives and policies and with
          the investment restrictions of the Fund.

               Types of Credit Support.  Asset-backed securities are often
          backed by a pool of assets representing the obligations of a
          number of different parties.  To lessen the effect of failures by
          obligors on underlying assets to make payments, such securities
          may contain elements of credit support.  Such credit support
          falls into two classes:  liquidity protection and protection 


















          PAGE 32
          against ultimate default by an obligor on the underlying assets. 
          Liquidity protection refers to the provision of advances,
          generally by the entity administering the pool of assets, to
          ensure that scheduled payments on the underlying pool are made in
          a timely fashion.  Protection against ultimate default ensures
          ultimate payment of the obligations on at least a portion of the
          assets in the pool.  Such protection may be provided through
          guarantees, insurance policies or letters of credit obtained from
          third parties, ("external credit enhancement") through various
          means of structuring the transaction ("internal credit
          enhancement") or through a combination of such approaches. 
          Examples of asset-backed securities with credit support arising
          out of the structure of the transaction include "senior-
          subordinated securities" (multiple class asset-backed securities
          with certain classes subordinate to other classes as to the
          payment of principal thereon, with the result that defaults on
          the underlying assets are borne first by the holders of the
          subordinated class) and asset-backed securities that have
          "reserve funds" (where cash or investments, sometimes funded from
          a portion of the initial payments on the underlying assets, are
          held in reserve against future losses) or that have been
          "overcollateralized" (where the scheduled payments on, or the
          principal amount of, the underlying assets substantially exceeds
          that required to make payment of the asset-backed securities and
          pay any servicing or other fees).  The degree of credit support
          provided on each issue is based generally on historical
          information respecting the level of credit risk associated with
          such payments.  Depending upon the type of assets securitized,
          historical information on credit risk and prepayment rates may be
          limited or even unavailable.  Delinquency or loss in excess of
          that anticipated could adversely affect the return on an
          investment in an asset-backed security.

               Automobile Receivable Securities.  The Fund may invest in
          Asset-Backed Securities which are backed by receivables from
          motor vehicle installment sales contracts or installment loans
          secured by motor vehicles ("Automobile Receivable Securities"). 
          Since installment sales contracts for motor vehicles or
          installment loans related thereto ("Automobile Contracts")
          typically have shorter durations and lower incidences of
          prepayment, Automobile Receivable Securities generally will
          exhibit a shorter average life and are less susceptible to
          prepayment risk.

               Most entities that issue Automobile Receivable Securities
          create an enforceable interest in their respective Automobile
          Contracts only by filing a financing statement and by having the 


















          PAGE 33
          servicer of the Automobile Contracts, which is usually the
          originator of the Automobile Contracts, take custody thereof.  In
          such circumstances, if the servicer of the Automobile Contracts
          were to sell the same Automobile Contracts to another party, in
          violation of its obligation not to do so, there is a risk that
          such party could acquire an interest in the Automobile Contracts
          superior to that of the holders of Automobile Receivable
          Securities.  Also although most Automobile Contracts grant a
          security interest in the motor vehicle being financed, in most
          states the security interest in a motor vehicle must be noted on
          the certificate of title to create an enforceable security
          interest against competing claims of other parties.  Due to the
          large number of vehicles involved, however, the certificate of
          title to each vehicle financed, pursuant to the Automobile
          Contracts underlying the Automobile Receivable Security, usually
          is not amended to reflect the assignment of the seller's security
          interest for the benefit of the holders of the Automobile
          Receivable Securities.  Therefore, there is the possibility that
          recoveries on repossessed collateral may not, in some cases, be
          available to support payments on the securities.  In addition,
          various state and federal securities laws give the motor vehicle
          owner the right to assert against the holder of the owner's
          Automobile Contract certain defenses such owner would have
          against the seller of the motor vehicle.  The assertion of such
          defenses could reduce payments on the Automobile Receivable
          Securities.

               Credit Card Receivable Securities.  The Fund may invest in
          Asset Backed Securities backed by receivables from revolving
          credit card agreements ("Credit Card Receivable Securities"). 
          Credit balances on revolving credit card agreements ("Accounts")
          are generally paid down more rapidly than are Automobile
          Contracts.  Most of the Credit Card Receivable Securities issued
          publicly to date have been Pass-Through Certificates.  In order
          to lengthen the maturity of Credit Card Receivable Securities,
          most such securities provide for a fixed period during which only
          interest payments on the underlying Accounts are passed through
          to the security holder and principal payments received on such
          Accounts are used to fund the transfer to the pool of assets
          supporting the related Credit Card Receivable Securities of
          additional credit card charges made on an Account.  The initial
          fixed period usually may be shortened upon the occurrence of
          specified events which signal a potential deterioration in the
          quality of the assets backing the security, such as the
          imposition of a cap on interest rates.  The ability of the issuer
          to extend the life of an issue of Credit Card Receivable
          Securities thus depends upon the continued generation of 


















          PAGE 34
          additional principal amounts in the underlying accounts during
          the initial period and the non-occurrence of specified events. 
          An acceleration in cardholders' payment rates or any other event
          which shortens the period during which additional credit card
          charges on an Account may be transferred to the pool of assets
          supporting the related Credit Card Receivable Security could
          shorten the weighted average life and yield of the Credit Card
          Receivable Security.

               Credit cardholders are entitled to the protection of a
          number of state and federal consumer credit laws, many of which
          give such holder the right to set off certain amounts against
          balances owed on the credit card, thereby reducing amounts paid
          on Accounts.  In addition, unlike most other Asset Backed
          Securities, Accounts are unsecured obligations of the cardholder.

               Other Assets.  Asset Backed Securities backed by assets
          other than those described above, including, but not limited to,
          small business loans and accounts receivable, equipment leases,
          commercial real estate loans, boat loans and manufacturing
          housing loans.  The Fund may invest in such securities in the
          future if such investment is otherwise consistent with its
          investment objective and policies.

               There are, of course, other types of securities that are, or
          may become available, which are similar to the foregoing and the
          Fund reserves the right to invest in these securities.

                                  Hybrid Instruments

          Limited-Term and GNMA Funds

               The Funds may invest up to 10% of their total assets in
          hybrid instruments.

               Hybrid Instruments (a type of potentially high risk
          derivative) have been developed and combine the elements of
          futures contracts or options with those of debt, preferred equity
          or a depository instrument (hereinafter "Hybrid Instruments"). 
          Generally, a Hybrid Instrument will be a debt security, preferred
          stock, depository share, trust certificate, certificate of
          deposit or other evidence of indebtedness on which a portion of
          or all interest payments, and/or the principal or stated amount
          payable at maturity, redemption or retirement, is determined by
          reference to prices, changes in prices, or differences between
          prices, of securities, currencies, intangibles, goods, articles
          or commodities (collectively "Underlying Assets") or by another 


















          PAGE 35
          objective index, economic factor or other measure, such as
          interest rates, currency exchange rates, commodity indices, and
          securities indices (collectively "Benchmarks").  Thus, Hybrid
          Instruments may take a variety of forms, including, but not
          limited to, debt instruments with interest or principal payments
          or redemption terms determined by reference to the value of a
          currency or commodity or securities index at a future point in
          time, preferred stock with dividend rates determined by reference
          to the value of a currency, or convertible securities with the
          conversion terms related to a particular commodity.

               Hybrid Instruments can be an efficient means of creating
          exposure to a particular market, or segment of a market, with the
          objective of enhancing total return.  For example, a Fund may
          wish to take advantage of expected declines in interest rates in
          several European countries, but avoid the transactions costs
          associated with buying and currency-hedging the foreign bond
          positions.  One solution would be to purchase a U.S. dollar-
          denominated Hybrid Instrument whose redemption price is linked to
          the average three year interest rate in a designated group of
          countries.  The redemption price formula would provide for
          payoffs of greater than par if the average interest rate was
          lower than a specified level, and payoffs of less than par if
          rates were above the specified level.  Furthermore, the Fund
          could limit the downside risk of the security by establishing a
          minimum redemption price so that the principal paid at maturity
          could not be below a predetermined minimum level if interest
          rates were to rise significantly.  The purpose of this
          arrangement, known as a structured security with an embedded put
          option, would be to give the Fund the desired European bond
          exposure while avoiding currency risk, limiting downside market
          risk, and lowering transactions costs.  Of course, there is no
          guarantee that the strategy will be successful and the Fund could
          lose money if, for example, interest rates do not move as
          anticipated or credit problems develop with the issuer of the
          Hybrid.

               The risks of investing in Hybrid Instruments reflect a
          combination of the risks of investing in securities, options,
          futures and currencies.  Thus, an investment in a Hybrid
          Instrument may entail significant risks that are not associated
          with a similar investment in a traditional debt instrument that
          has a fixed principal amount, is denominated in U.S. dollars or
          bears interest either at a fixed rate or a floating rate
          determined by reference to a common, nationally published
          Benchmark.  The risks of a particular Hybrid Instrument will, of 



















          PAGE 36
          course, depend upon the terms of the instrument, but may include,
          without limitation, the possibility of significant changes in the
          Benchmarks or the prices of Underlying Assets to which the
          instrument is linked.  Such risks generally depend upon factors
          which are unrelated to the operations or credit quality of the
          issuer of the Hybrid Instrument and which may not be readily
          foreseen by the purchaser, such as economic and political events,
          the supply and demand for the Underlying Assets and interest rate
          movements.  In recent years, various Benchmarks and prices for
          Underlying Assets have been highly volatile, and such volatility
          may be expected in the future.  Reference is also made to the
          discussion of futures, options, and forward contracts herein for
          a discussion of the risks associated with such investments.

               Hybrid Instruments are potentially more volatile and carry
          greater market risks than traditional debt instruments. 
          Depending on the structure of the particular Hybrid Instrument,
          changes in a Benchmark may be magnified by the terms of the
          Hybrid Instrument and have an even more dramatic and substantial
          effect upon the value of the Hybrid Instrument.  Also, the prices
          of the Hybrid Instrument and the Benchmark or Underlying Asset
          may not move in the same direction or at the same time.

               Hybrid Instruments may bear interest or pay preferred
          dividends at below market (or even relatively nominal) rates. 
          Alternatively, Hybrid Instruments may bear interest at above
          market rates but bear an increased risk of principal loss (or
          gain).  The latter scenario may result if "leverage" is used to
          structure the Hybrid Instrument.  Leverage risk occurs when the
          Hybrid Instrument is structured so that a given change in a
          Benchmark or Underlying Asset is multiplied to produce a greater
          value change in the Hybrid Instrument, thereby magnifying the
          risk of loss as well as the potential for gain.

               Hybrid Instruments may also carry liquidity risk since the
          instruments are often "customized" to meet the portfolio needs of
          a particular investor, and therefore, the number of investors
          that are willing and able to buy such instruments in the
          secondary market may be smaller than that for more traditional
          debt securities.  In addition, because the purchase and sale of
          Hybrid Instruments could take place in an over-the-counter market
          without the guarantee of a central clearing organization or in a
          transaction between the Fund and the issuer of the Hybrid
          Instrument, the creditworthiness of the counter party or issuer
          of the Hybrid Instrument would be an additional risk factor which
          the Fund would have to consider and monitor.  Hybrid Instruments
          also may not be subject to regulation of the Commodities Futures 


















          PAGE 37
          Trading Commission ("CFTC"), which generally regulates the
          trading of commodity futures by U.S. persons, the SEC, which
          regulates the offer and sale of securities by and to U.S.
          persons, or any other governmental regulatory authority.

               The various risks discussed above, particularly the market
          risk of such instruments, may in turn cause significant
          fluctuations in the net asset value of the Fund.  Accordingly,
          the Fund will limit its investments in Hybrid Instruments to 10%
          of net assets.  However, because of their volatility, it is
          possible that the Fund's investment in Hybrid Instruments will
          account for more than 10% of the Fund's return (positive or
          negative).

                          Illiquid or Restricted Securities

               Restricted securities may be sold only in privately
          negotiated transactions or in a public offering with respect to
          which a registration statement is in effect under the Securities
          Act of 1933 (the "1933 Act").  Where registration is required,
          the Fund may be obligated to pay all or part of the registration
          expenses and a considerable period may elapse between the time of
          the decision to sell and the time the Fund may be permitted to
          sell a security under an effective registration statement.  If,
          during such a period, adverse market conditions were to develop,
          the Fund might obtain a less favorable price than prevailed when
          it decided to sell.  Restricted securities will be priced at fair
          value as determined in accordance with procedures prescribed by
          the Fund's Board of Directors.  If through the appreciation of
          illiquid securities or the depreciation of liquid securities, the
          Fund should be in a position where more than 15% (10% for Cash
          Reserves) of the value of its net assets are invested in illiquid
          assets, including restricted securities, the Fund will take
          appropriate steps to protect liquidity.

               Notwithstanding the above, the Fund may purchase securities
          which, while privately placed, are eligible for purchase and sale
          under Rule 144A under the 1933 Act.  This rule permits certain
          qualified institutional buyers, such as the Fund, to trade in
          privately placed securities even though such securities are not
          registered under the 1933 Act.  T. Rowe Price under the
          supervision of the Fund's Board of Directors, will consider
          whether securities purchased under Rule 144A are illiquid and
          thus subject to the Fund's restriction of investing no more than
          15% (10% for Cash Reserves) of its assets in illiquid securities. 
          A determination of whether a Rule 144A security is liquid or not
          is a question of fact.  In making this determination, T. Rowe 


















          PAGE 38
          Price will consider the trading markets for the specific security
          taking into account the unregistered nature of a Rule 144A
          security.  In addition, T. Rowe Price could consider the (1)
          frequency of trades and quotes, (2) number of dealers and
          potential purchases, (3) dealer undertakings to make a market,
          and (4) the nature of the security and of marketplace trades
          (e.g., the time needed to dispose of the security, the method of
          soliciting offers and the mechanics of transfer).  The liquidity
          of Rule 144A securities would be monitored, and if as a result of
          changed conditions it is determined that a Rule 144A security is
          no longer liquid, a Fund's holdings of illiquid securities would
          be reviewed to determine what, if any, steps are required to
          assure that the Fund does not invest more than 15% (10% for Cash
          Reserves) of its assets in illiquid securities.  Investing in
          Rule 144A securities could have the effect of increasing the
          amount of a Fund's assets invested in illiquid securities if
          qualified institutional buyers are unwilling to purchase such
          securities.

               There are, of course, other types of securities that are, or
          may become available, which are similar to the foregoing and the
          Funds may invest in these securities.


                            PORTFOLIO MANAGEMENT PRACTICES

                            Foreign Currency Transactions

          Limited-Term Fund

               A forward foreign currency contract ("forward contract")
          involves an obligation to purchase or sell a specific currency at
          a future date, which may be any fixed number of days from the
          date of the contract agreed upon by the parties, at a price set
          at the time of the contract.  These contracts are principally
          traded in the interbank market conducted directly between
          currency traders (usually large, commercial banks) and their
          customers.  A forward contract generally has no deposit
          requirement, and no commissions are charged at any stage for
          trades.  

               The Limited-Term Fund may enter into forward contracts for a
          variety of purposes in connection with the management of the
          foreign securities portion of its portfolio.  The Fund's use of
          such contracts would include, but not be limited to, the
          following:



















          PAGE 39
               First, when the Fund enters into a contract for the purchase
          or sale of a security denominated in a foreign currency, it may
          desire to "lock in" the U.S. dollar price of the security.  By
          entering into a forward contract for the purchase or sale, for a
          fixed amount of dollars, of the amount of foreign currency
          involved in the underlying security transactions, the Fund will
          be able to protect itself against a possible loss resulting from
          an adverse change in the relationship between the U.S. dollar and
          the subject foreign currency during the period between the date
          the security is purchased or sold and the date on which payment
          is made or received. 

               Second, when T. Rowe Price believes that one currency may
          experience a substantial movement against another currency,
          including the U.S. dollar, it may enter into a forward contract
          to sell or buy the amount of the former foreign currency,
          approximating the value of some or all of the Fund's portfolio
          securities denominated in such foreign currency.   Alternatively,
          where appropriate, the Fund may hedge all or part of its foreign
          currency exposure through the use of a basket of currencies or a
          proxy currency where such currency or currencies act as an
          effective proxy for other currencies.  In such a case, the Fund
          may enter into a forward contract where the amount of the foreign
          currency to be sold exceeds the value of the securities
          denominated in such currency.  The use of this basket hedging
          technique may be more efficient and economical than entering into
          separate forward contracts for each currency held in the Fund. 
          The precise matching of the forward contract amounts and the
          value of the securities involved will not generally be possible
          since the future value of such securities in foreign currencies
          will change as a consequence of market movements in the value of
          those securities between the date the forward contract is entered
          into and the date it matures.  The projection of short-term
          currency market movement is extremely difficult, and the
          successful execution of a short-term hedging strategy is highly
          uncertain.  Under normal circumstances, consideration of the
          prospect for currency parities will be incorporated into the
          longer term investment decisions made with regard to overall
          diversification strategies.  However, T. Rowe Price believes that
          it is important to have the flexibility to enter into such
          forward contracts when it determines that the best interests of
          the Fund will be served.

               Third, the Fund may use forward contracts when the Fund
          wishes to hedge out of the dollar into a foreign currency in
          order to create a synthetic bond or money market instrument --
          the security would be issued in U.S. dollars but the dollar 


















          PAGE 40
          component would be transformed into a foreign currency through a
          forward contract.

               The Fund may enter into forward contracts for any other
          purpose consistent with the Fund's investment objective and
          program.  However, the Fund will not enter into a forward
          contract, or maintain exposure to such contract(s), if the amount
          of foreign currency requires to be delivered thereunder would
          exceed the Fund's holdings of liquid, high-grade debt securities
          and currency available for cover of the forward contract(s).  In
          determining the amount to be delivered under a contract, the Fund
          may net offsetting positions.

               At the maturity of a forward contract, the Fund may sell the
          portfolio security and make delivery of the foreign currency, or
          it may retain the security and either extend the maturity of the
          forward contract (by "rolling" that contract forward) or may
          initiate a new forward contract.

               If the Fund retains the portfolio security and engages in an
          offsetting transaction, the Fund will incur a gain or a loss (as
          described below) to the extent that there has been movement in
          forward contract prices.  If the Fund engages in an offsetting
          transaction, it may subsequently enter into a new forward
          contract to sell the foreign currency.  Should forward prices
          decline during the period between the Fund's entering into a
          forward contract for the sale of a foreign currency and the date
          it enters into an offsetting contract for the purchase of the
          foreign currency, the Fund will realize a gain to the extent the
          price of the currency it has agreed to sell exceeds the price of
          the currency it has agreed to purchase.  Should forward prices
          increase, the Fund will suffer a loss to the extent of the price
          of the currency it has agreed to purchase exceeds the price of
          the currency it has agreed to sell.

               The Fund's dealing in forward foreign currency exchange
          contracts will generally be limited to the transactions described
          above.  However, the Fund reserves the right to enter into
          forward foreign currency contracts for different purposes and
          under different circumstances.  Of course, the Fund is not
          required to enter into forward contracts with regard to its
          foreign currency-denominated securities and will not do so unless
          deemed appropriate by T. Rowe Price.  It also should be realized
          that this method of hedging against a decline in the value of a
          currency does not eliminate fluctuations in the underlying prices
          of the securities.  It simply establishes a rate of exchange at a
          future date.  Additionally, although such contracts tend to 


















          PAGE 41
          minimize the risk of loss due to a decline in the value of the
          hedged currency, at the same time, they tend to limit any
          potential gain which might result from an increase in the value
          of that currency.

               Although the Fund values its assets daily in terms of U.S.
          dollars, it does not intend to convert its holdings of foreign
          currencies into U.S. dollars on a daily basis.  It will do so
          from time to time, and investors should be aware of the costs of
          currency conversion.  Although foreign exchange dealers do not
          charge a fee for conversion, they do realize a profit based on
          the difference (the "spread") between the prices at which they
          are buying and selling various currencies.  Thus, a dealer may
          offer to sell a foreign currency to the Fund at one rate, while
          offering a lesser rate of exchange should the Fund desire to
          resell that currency to the dealer.

                           Lending of Portfolio Securities

               Securities loans are made to broker-dealers or institutional
          investors or other persons, pursuant to agreements requiring that
          the loans be continuously secured by collateral at least equal at
          all times to the value of the securities lent marked to market on
          a daily basis.  The collateral received will consist of cash,
          U.S. government securities, letters of credit or such other
          collateral as may be permitted under its investment program. 
          While the securities are being lent, each Fund will continue to
          receive the equivalent of the interest or dividends paid by the
          issuer on the securities, as well as interest on the investment
          of the collateral or a fee from the borrower.  Each Fund has a
          right to call each loan and obtain the securities on five
          business days' notice or, in connection with securities trading
          on foreign markets, within such longer period of time which
          coincides with the normal settlement period for purchases and
          sales of such securities in such foreign markets.  The Funds will
          not have the right to vote securities while they are being lent,
          but it will call a loan in anticipation of any important vote. 
          The risks in lending portfolio securities, as with other
          extensions of secured credit, consist of possible delay in
          receiving additional collateral or in the recovery of the
          securities or possible loss of rights in the collateral should
          the borrower fail financially.  Loans will only be made to firms
          deemed by T. Rowe Price to be of good standing and will not be
          made unless, in the judgment of T. Rowe Price, the consideration
          to be earned from such loans would justify the risk.




















          PAGE 42
          Other Lending/Borrowing

               Subject to approval by the Securities and Exchange
          Commission, and certain state regulatory agencies, each Fund may
          make loans to, or borrow funds from, other mutual funds sponsored
          or advised by T. Rowe Price or Price-Fleming (collectively,
          "Price Funds").  The Funds have no current intention of engaging
          in these practices at this time.

                                Repurchase Agreements

               Each Fund may enter into a repurchase agreement through
          which an investor (such as the Fund) purchases a security (known
          as the "underlying security") from a well-established securities
          dealer or a bank that is a member of the Federal Reserve System. 
          Any such dealer or bank will be on T. Rowe Price's approved list. 
          At that time, the bank or securities dealer agrees to repurchase
          the underlying security at the same price, plus specified
          interest.  Repurchase agreements are generally for a short period
          of time, often less than a week.  Repurchase agreements which do
          not provide for payment within seven days will be treated as
          illiquid securities.  Each Fund will only enter into repurchase
          agreements where (i) (A) Cash Reserves Fund -- the underlying
          securities are either U.S. government securities or securities
          that, at the time the repurchase agreement is entered into, are
          rated in the highest rating category by the requisite number of
          NRSROs (as required by Rule 2a-7 under the 1940 Act) and
          otherwise are of the type (excluding maturity limitations) which
          the Fund's investment guidelines would allow it to purchase
          directly (however, the underlying securities will either be U.S.
          government securities or securities which, at the time the
          repurchase agreement is entered into, are rated in the highest
          rating category by pubic rating agencies), (B) Limited-Term and
          GNMA Funds -- the underlying securities are of the type
          (excluding maturity limitations) which each Fund's investment
          guidelines would allow it to purchase directly, (ii) the market
          value of the underlying security, including interest accrued,
          will be at all times equal to or exceed the value of the
          repurchase agreement, and (iii) payment for the underlying
          security is made only upon physical delivery or evidence of book-
          entry transfer to the account of the custodian or a bank acting
          as agent.  In the event of a bankruptcy or other default of a
          seller of a repurchase agreement, a Fund could experience both
          delays in liquidating the underlying security and losses,
          including: (a) possible decline in the value of the underlying
          security during the period while the Fund seeks to enforce its
          rights thereto; (b) possible subnormal levels of income and lack 


















          PAGE 43
          of access to income during this period; and (c) expenses of
          enforcing its rights.

                            Reverse Repurchase Agreements

               Although the Fund has no current intention, in the
          foreseeable future, of engaging in reverse repurchase agreements,
          the Fund reserves the right to do so.  Reverse repurchase
          agreements are ordinary repurchase agreements in which a Fund is
          the seller of, rather than the investor in, securities, and
          agrees to repurchase them at an agreed upon time and price.  Use
          of a reverse repurchase agreement may be preferable to a regular
          sale and later repurchase of the securities because it avoids
          certain market risks and transaction costs.  A reverse repurchase
          agreement may be viewed as a type of borrowing by the Fund,
          subject to Investment Restriction (1).  (See "Investment
          Restrictions," page __.)

                                       Options

               Options are a type of potentially high risk derivative.

          Limited-Term and GNMA Funds

                             Writing Covered Call Options

               Each Fund may write (sell) American or European style
          "covered" call options and purchase options to close out options
          previously written by a Fund.  In writing covered call options, a
          Fund expects to generate additional premium income which should
          serve to enhance the Fund's total return and reduce the effect of
          any price decline of the security or currency involved in the
          option.  Covered call options will generally be written on
          securities or currencies which, in T. Rowe Price's opinion, are
          not expected to have any major price increases or moves in the
          near future but which, over the long term, are deemed to be
          attractive investments for a Fund.

               A call option gives the holder (buyer) the "right to
          purchase" a security or currency at a specified price (the
          exercise price) at expiration of the option (European style) or
          at any time until a certain date (the expiration date) (American
          style).  So long as the obligation of the writer of a call option
          continues, he may be assigned an exercise notice by the broker-
          dealer through whom such option was sold, requiring him to
          deliver the underlying security or currency against payment of
          the exercise price.  This obligation terminates upon the 


















          PAGE 44
          expiration of the call option, or such earlier time at which the
          writer effects a closing purchase transaction by repurchasing an
          option identical to that previously sold.  To secure his
          obligation to deliver the underlying security or currency in the
          case of a call option, a writer is required to deposit in escrow
          the underlying security or currency or other assets in accordance
          with the rules of a clearing corporation.

               The Funds will write only covered call options.  This means
          that a Fund will own the security or currency subject to the
          option or an option to purchase the same underlying security or
          currency, having an exercise price equal to or less than the
          exercise price of the "covered" option, or will establish and
          maintain with its custodian for the term of the option, an
          account consisting of cash, U.S. government securities or other
          liquid high-grade debt obligations having a value equal to the
          fluctuating market value of the optioned securities or
          currencies.

               Portfolio securities or currencies on which call options may
          be written will be purchased solely on the basis of investment
          considerations consistent with each Fund's investment objective. 
          The writing of covered call options is a conservative investment
          technique believed to involve relatively little risk (in contrast
          to the writing of naked or uncovered options, which the Funds
          will not do), but capable of enhancing a Fund's total return. 
          When writing a covered call option, a Fund, in return for the
          premium, gives up the opportunity for profit from a price
          increase in the underlying security or currency above the
          exercise price, but conversely retains the risk of loss should
          the price of the security or currency decline.  Unlike one who
          owns securities or currencies not subject to an option, a Fund
          has no control over when it may be required to sell the
          underlying securities or currencies, since it may be assigned an
          exercise notice at any time prior to the expiration of its
          obligation as a writer.  If a call option which a Fund has
          written expires, the Fund will realize a gain in the amount of
          the premium; however, such gain may be offset by a decline in the
          market value of the underlying security or currency during the
          option period.  If the call option is exercised, the Fund will
          realize a gain or loss from the sale of the underlying security
          or currency.  The Funds do not consider a security or currency
          covered by a call to be "pledged" as that term is used in the
          Funds' policy which limits the pledging or mortgaging of its
          assets.




















          PAGE 45
               The premium received is the market value of an option.  The
          premium a Fund will receive from writing a call option will
          reflect, among other things, the current market price of the
          underlying security or currency, the relationship of the exercise
          price to such market price, the historical price volatility of
          the underlying security or currency, and the length of the option
          period.  Once the decision to write a call option has been made,
          T. Rowe Price, in determining whether a particular call option
          should be written on a particular security or currency, will
          consider the reasonableness of the anticipated premium and the
          likelihood that a liquid secondary market will exist for those
          options.  The premium received by a Fund for writing covered call
          options will be recorded as a liability of the Fund.  This
          liability will be adjusted daily to the option's current market
          value, which will be the latest sale price at the time at which
          the net asset value per share of a Fund is computed (close of the
          New York Stock Exchange), or, in the absence of such sale, the
          latest asked price.  The option will be terminated upon
          expiration of the option, the purchase of an identical option in
          a closing transaction, or delivery of the underlying security or
          currency upon the exercise of the option.

               Closing transactions will be effected in order to realize a
          profit on an outstanding call option, to prevent an underlying
          security or currency from being called, or, to permit the sale of
          the underlying security or currency.  Furthermore, effecting a
          closing transaction will permit a Fund to write another call
          option on the underlying security or currency with either a
          different exercise price or expiration date or both.  If a Fund
          desires to sell a particular security or currency from its
          portfolio on which it has written a call option, or purchased a
          put option, it will seek to effect a closing transaction prior
          to, or concurrently with, the sale of the security or currency. 
          There is, of course, no assurance that a Fund will be able to
          effect such closing transactions at favorable prices.  If a Fund
          cannot enter into such a transaction, it may be required to hold
          a security or currency that it might otherwise have sold.  When a
          Fund writes a covered call option, it runs the risk of not being
          able to participate in the appreciation of the underlying
          securities or currencies above the exercise price, as well as the
          risk of being required to hold on to securities or currencies
          that are depreciating in value. This could result in higher
          transaction costs.  Each Fund will pay transaction costs in
          connection with the writing of options to close out previously
          written options.  Such transaction costs are normally higher than
          those applicable to purchases and sales of portfolio securities.



















          PAGE 46
               Call options written by a Fund will normally have expiration
          dates of less than nine months from the date written.  The
          exercise price of the options may be below, equal to, or above
          the current market values of the underlying securities or
          currencies at the time the options are written.  From time to
          time, a Fund may purchase an underlying security or currency for
          delivery in accordance with an exercise notice of a call option
          assigned to it, rather than delivering such security or currency
          from its portfolio.  In such cases, additional costs may be
          incurred.

               A Fund will realize a profit or loss from a closing purchase
          transaction if the cost of the transaction is less or more than
          the premium received from the writing of the option.  Because
          increases in the market price of a call option will generally
          reflect increases in the market price of the underlying security
          or currency, any loss resulting from the repurchase of a call
          option is likely to be offset in whole or in part by appreciation
          of the underlying security or currency owned by the Fund.  In
          order to comply with the requirements of several states, a Fund
          will not write a covered call option if, as a result, the
          aggregate market value of all portfolio securities or currencies
          covering call or put options exceeds 25% of the market value of a
          Fund's net assets.  Should these state laws change or should the
          Funds obtain a waiver of its application, the Fund reserves the
          right to increase this percentage.  In calculating the 25% limit,
          the Funds will offset against the value of assets covering
          written calls and puts, the value of purchased calls and puts on
          identical securities with identical maturity dates.

                             Writing Covered Put Options

               The Funds may write American or European style covered put
          options and purchase options to close out options previously
          written by the Fund.  A put option gives the purchaser of the
          option the right to sell, and the writer (seller) has the
          obligation to buy, the underlying security or currency at the
          exercise price during the option period (American style) or at
          the expiration of the option (European style).  So long as the
          obligation of the writer continues, he may be assigned an
          exercise notice by the broker-dealer through whom such option was
          sold, requiring him to make payment of the exercise price against
          delivery of the underlying security or currency.  The operation
          of put options in other respects, including their related risks
          and rewards, is substantially identical to that of call options.




















          PAGE 47
               Each Fund would write put options only on a covered basis,
          which means that the Fund would maintain in a segregated account
          cash, U.S. government securities or other liquid high-grade debt
          obligations in an amount not less than the exercise price or each
          Fund will own an option to sell the underlying security or
          currency subject to the option having an exercise price equal to
          or greater than the exercise price of the "covered" option at all
          times while the put option is outstanding.  (The rules of a
          clearing corporation currently require that such assets be
          deposited in escrow to secure payment of the exercise price.)

               A Fund would generally write covered put options in
          circumstances where T. Rowe Price wishes to purchase the
          underlying security or currency for the Fund's portfolio at a
          price lower than the current market price of the security or
          currency.  In such event a Fund would write a put option at an
          exercise price which, reduced by the premium received on the
          option, reflects the lower price it is willing to pay.  Since a
          Fund would also receive interest on debt securities or currencies
          maintained to cover the exercise price of the option, this
          technique could be used to enhance current return during periods
          of market uncertainty.  The risk in such a transaction would be
          that the market price of the underlying security or currency
          would decline below the exercise price less the premiums
          received.  Such a decline could be substantial and result in a
          significant loss to the Fund.  In addition, a Fund, because it
          does not own the specific securities or currencies which it may
          be required to purchase in exercise of the put, cannot benefit
          from appreciation, if any, with respect to such specific
          securities or currencies.

               In order to comply with the requirements of several states,
          the Funds will not write a covered put option if, as a result,
          the aggregate market value of all portfolio securities or
          currencies covering put or call options exceeds 25% of the market
          value of each Fund's net assets.  Should these state laws change
          or should each Fund obtain a waiver of their application, each
          Fund reserves the right to increase this percentage.  In
          calculating the 25% limit, each Fund will offset, against the
          value of assets covering written puts and calls, the value of
          purchased puts and calls on identical securities or currencies
          with identical maturity dates.























          PAGE 48
                                Purchasing Put Options

                 Each Fund may purchase American or European style put
          options.  As the holder of a put option, each Fund has the right 
          to sell the underlying security or currency at the exercise price
          at any time during the option period (American style) or at the
          expiration of the option (European style).  Each Fund may enter
          into closing sale transactions with respect to such options,
          exercise them or permit them to expire.  Each Fund may purchase
          put options for defensive purposes in order to protect against an
          anticipated decline in the value of its securities or currencies. 
          An example of such use of put options is provided below.  

               A Fund may purchase a put option on an underlying security
          or currency (a "protective put") owned by the Fund as a defensive
          technique in order to protect against an anticipated decline in
          the value of the security or currency.  Such hedge protection is
          provided only during the life of the put option when a Fund, as
          the holder of the put option, is able to sell the underlying
          security or currency at the put exercise price regardless of any
          decline in the underlying security's market price or currency's
          exchange value.  For example, a put option may be purchased in
          order to protect unrealized appreciation of a security or
          currency where T. Rowe Price deems it desirable to continue to
          hold the security or currency because of tax considerations.  The
          premium paid for the put option and any transaction costs would
          reduce any capital gain otherwise available for distribution when
          the security or currency is eventually sold.

               Each Fund may also purchase put options at a time when the
          Fund does not own the underlying security or currency.  By
          purchasing put options on a security or currency it does not own,
          a Fund seeks to benefit from a decline in the market price of the
          underlying security or currency.  If the put option is not sold
          when it has remaining value, and if the market price of the
          underlying security or currency remains equal to or greater than
          the exercise price during the life of the put option, a Fund will
          lose its entire investment in the put option.  In order for the
          purchase of a put option to be profitable, the market price of
          the underlying security or currency must decline sufficiently
          below the exercise price to cover the premium and transaction
          costs, unless the put option is sold in a closing sale
          transaction.

               To the extent required by the laws of certain states, each
          Fund may not be permitted to commit more than 5% of its assets to
          premiums when purchasing put and call options.  Should these 


















          PAGE 49
          state laws change or should each Fund obtain a waiver of their
          application, each Fund may commit more than 5% of its assets to
          premiums when purchasing call and put options.  The premium paid
          by a Fund when purchasing a put option will be recorded as an
          asset of the Fund.  This asset will be adjusted daily to the
          option's current market value, which will be the latest sale
          price at the time at which the net asset value per share of each
          Fund is computed (close of New York Stock Exchange), or, in the
          absence of such sale, the latest bid price.  This asset will be
          terminated upon expiration of the option, the selling (writing)
          of an identical option in a closing transaction, or the delivery
          of the underlying security or currency upon the exercise of the
          option.

                               Purchasing Call Options

                 Each Fund may purchase American or European style call
          options.  As the holder of a call option, each Fund has the right
          to purchase the underlying security or currency at the exercise
          price at any time during the option period (American style) or at
          the expiration of the option (European style).  Each Fund may
          enter into closing sale transactions with respect to such
          options, exercise them or permit them to expire.  Each Fund may
          purchase call options for the purpose of increasing its current
          return or avoiding tax consequences which could reduce its
          current return.  Each Fund may also purchase call options in
          order to acquire the underlying securities or currencies. 
          Examples of such uses of call options are provided below.  

               Call options may be purchased by a Fund for the purpose of
          acquiring the underlying securities or currencies for its
          portfolio.  Utilized in this fashion, the purchase of call
          options enables a Fund to acquire the securities or currencies at
          the exercise price of the call option plus the premium paid.  At
          times the net cost of acquiring securities or currencies in this
          manner may be less than the cost of acquiring the securities or
          currencies directly.  This technique may also be useful to a Fund
          in purchasing a large block of securities or currencies that
          would be more difficult to acquire by direct market purchases. 
          So long as it holds such a call option rather than the underlying
          security or currency itself, a Fund is partially protected from
          any unexpected decline in the market price of the underlying
          security or currency and in such event could allow the call
          option to expire, incurring a loss only to the extent of the
          premium paid for the option.




















          PAGE 50
               To the extent required by the laws of certain states, each
          Fund may not be permitted to commit more than 5% of its assets to
          premiums when purchasing call and put options.  Should these
          state laws change or should each Fund obtain a waiver of their
          application, each Fund may commit more than 5% of its assets to
          premiums when purchasing call and put options.  Each Fund may
          also purchase call options on underlying securities or currencies
          it owns in order to protect unrealized gains on call options
          previously written by it.  A call option would be purchased for
          this purpose where tax considerations make it inadvisable to
          realize such gains through a closing purchase transaction.  Call
          options may also be purchased at times to avoid realizing losses. 

                          Dealer (Over-the-Counter) Options

               The Funds may engage in transactions involving dealer
          options.  Certain risks are specific to dealer options.  While a
          Fund would look to a clearing corporation to exercise exchange-
          traded options, if the Fund were to purchase a dealer option, it
          would rely on the dealer from whom it purchased the option to
          perform if the option were exercised.  Failure by the dealer to
          do so would result in the loss of the premium paid by a Fund as
          well as loss of the expected benefit of the transaction.

               Exchange-traded options generally have a continuous liquid
          market while dealer options have none.  Consequently, a Fund will
          generally be able to realize the value of a dealer option it has
          purchased only by exercising it or reselling it to the dealer who
          issued it.  Similarly, when a Fund writes a dealer option, it
          generally will be able to close out the option prior to its
          expiration only by entering into a closing purchase transaction
          with the dealer to which the Fund originally wrote the option. 
          While each Fund will seek to enter into dealer options only with
          dealers who will agree to and which are expected to be capable of
          entering into closing transactions with the Fund, there can be no
          assurance that the Fund will be able to liquidate a dealer option
          at a favorable price at any time prior to expiration.  Until a
          Fund, as a covered dealer call option writer, is able to effect a
          closing purchase transaction, it will not be able to liquidate
          securities (or other assets) or currencies used as cover until
          the option expires or is exercised.  In the event of insolvency
          of the contra party, a Fund may be unable to liquidate a dealer
          option.  With respect to options written by a Fund, the inability
          to enter into a closing transaction may result in material losses
          to the Fund.  For example, since a Fund must maintain a secured
          position with respect to any call option on a security it writes,
          the Fund may not sell the assets which it has segregated to 


















          PAGE 51
          secure the position while it is obligated under the option.  This
          requirement may impair a Fund's ability to sell portfolio
          securities or currencies at a time when such sale might be
          advantageous.

               The Staff of the SEC has taken the position that purchased
          dealer options and the assets used to secure the written dealer
          options are illiquid securities.  The Funds may treat the cover
          used for written OTC options as liquid if the dealer agrees that
          the Fund may repurchase the OTC option it has written for a
          maximum price to be calculated by a predetermined formula.  In
          such cases, the OTC option would be considered illiquid only to
          the extent the maximum repurchase price under the formula exceeds
          the intrinsic value of the option.  Accordingly, each Fund will
          treat dealer options as subject to the Fund's limitation on
          unmarketable securities.  If the SEC changes its position on the
          liquidity of dealer options, each Fund will change its treatment
          of such instrument accordingly.

                              Interest Rate Transactions

          Limited-Term and GNMA Funds

               The Funds may enter into various interest rate transactions
          such as interest rate swaps and the purchase or sale of interest
          rate caps and floors, to preserve a return or spread on a
          particular investment or portion of its portfolio, to create
          synthetic securities, or to structure transactions designed for
          other non-speculative purposes.

               Interest rate swaps involve the exchange by the Funds with
          third parties of their respective commitments to pay or receive
          interest, e.g., an exchange of floating rate payments for fixed
          rate payments.  The purchase of an interest rate cap entitles the
          purchaser, to the extent that a specified index exceeds a
          predetermined interest rate, to receive payments of interest on a
          contractually-based principal amount from the party selling the
          interest rate cap.  The purchase of an interest rate floor
          entitles the purchaser, to the extent that a specified index
          falls below a predetermined interest rate, to receive payments of
          interest on a contractually-based principal amount from the party
          selling the interest rate floor.  In circumstances in which T.
          Rowe Price anticipates that interest rates will decline, the
          Funds might, for example, enter into an interest rate swap as the
          floating rate payor.  In the case where the Funds purchase such
          an interest rate swap, if the floating rate payments fell below
          the level of the fixed rate payment set in the swap agreement, 


















          PAGE 52
          the Funds counterparties would pay the Funds' amounts equal to
          interest computed at the difference between the fixed and
          floating rates over the national principal amount.  Such payments
          would offset or partially offset the decrease in the payments the
          Funds would receive in respect of floating rate assets being
          hedged.  In the case of purchasing an interest rate floor, if
          interest rates declined below the floor rate, the Funds would
          receive payments from the counterparties which would wholly or
          partially offset the decrease in the payments they would receive
          in respect of the financial instruments being hedged.

               The Funds will usually enter into interest rate swaps on a
          net basis, i.e., the two payment streams are netted out, with the
          Funds receiving or paying, as the case may be, only the net
          amount of the two payments.  The net amount of the excess, if
          any, of the Funds' obligations over its entitlements with respect
          to each interest rate swap will be accrued on a daily basis and
          an amount of cash or high-quality liquid securities having an
          aggregate net asset value at least equal to the accrued excess
          will be maintained in an account by the Funds' custodian.  If the
          Funds enter into an interest rate swap on other than a net basis,
          the Funds would maintain an account in the full amount accrued on
          a daily basis of the Funds' obligations with respect to the swap. 
          To the extent the Funds sell (i.e., writes) caps and floors, it
          will maintain in an account cash or high-quality liquid debt
          securities having an aggregate net asset value at least equal to
          the full amount, accrued on a daily basis, of the Funds'
          obligations with respect to any caps or floors.  The Funds will
          not enter into any interest rate swap, cap or floor transaction
          unless the unsecured senior debt or the claims paying ability of
          the counterparty thereto is rated at least A by S&P.  T. Rowe
          Price will monitor the creditworthiness of counterparties on an
          ongoing basis.  If there is a default by the other parties to
          such a transaction, the Funds will have contractual remedies
          pursuant to the agreements related to the transaction.

               The swap market has grown substantially in recent years with
          a large number of banks and investment banking firms acting both
          as principals and as agents utilizing standardized swap
          documentation.  T. Rowe Price has determined that, as a result,
          the swap market has become relative liquid.  The Funds may enter
          into interest rate swaps only with respect to positions held in
          their portfolios.  Interest rate swaps do not involve the
          delivery of securities or other underlying assets or principal. 
          Accordingly, the risk of loss with respect to interest rate swaps
          is limited to the net amount of interest payments that the Funds
          are contractually obligated to make.  If the other parties to 


















          PAGE 53
          interest rate swaps default, the Funds' risk of loss consists of
          the net amount of interest payments that the Funds are
          contractually entitled to receive.  Since interest rate swaps are
          individually negotiated, the Funds expect to achieve an
          acceptable degree of correlation between their right to receive
          interest on loan interests and their right and obligation to
          receive and pay interest pursuant to interest rate swaps.

               The aggregate purchase price of caps and floors held by the
          Funds may not exceed 10% of the Funds' total assets.  The Funds
          may sell (i.e., write) caps and floors without limitation,
          subject to the account coverage requirement described above.

                                  Futures Contracts

          Limited-Term and GNMA Funds

          Transactions in Futures

               The Fund may enter into futures contracts (a type of
          potentially high risk derivative), including stock index,
          interest rate and currency futures ("futures or futures
          contracts").

               Stock index futures contracts may be used to provide a hedge
          for a portion of the Fund's portfolio, as a cash management tool,
          or as an efficient way for T. Rowe Price to implement either an
          increase or decrease in portfolio market exposure in response to
          changing market conditions.  The Fund may purchase or sell
          futures contracts with respect to any stock index.  Nevertheless,
          to hedge the Fund's portfolio successfully, the Fund must sell
          futures contacts with respect to indices or subindices whose
          movements will have a significant correlation with movements in
          the prices of the Fund's portfolio securities.

               Interest rate or currency futures contracts may be used as a
          hedge against changes in prevailing levels of interest rates or
          currency exchange rates in order to establish more definitely the
          effective return on securities or currencies held or intended to
          be acquired by the Fund.  In this regard, the Fund could sell
          interest rate or currency futures as an offset against the effect
          of expected increases in interest rates or currency exchange
          rates and purchase such futures as an offset against the effect
          of expected declines in interest rates or currency exchange
          rates.




















          PAGE 54
               The Fund will enter into futures contracts which are traded
          on national or foreign futures exchanges, and are standardized as
          to maturity date and underlying financial instrument.  Futures
          exchanges and trading in the United States are regulated under
          the Commodity Exchange Act by the CFTC.  Futures are traded in
          London, at the London International Financial Futures Exchange,
          in Paris, at the MATIF, and in Tokyo, at the Tokyo Stock
          Exchange.  Although techniques other than the sale and purchase
          of futures contracts could be used for the above-referenced
          purposes, futures contracts offer an effective and relatively low
          cost means of implementing the Fund's objectives in these areas.

          Regulatory Limitations

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

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

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

               The Fund's use of futures contracts will not result in
          leverage.  Therefore, to the extent necessary, in instances
          involving the purchase of futures contracts or the writing of
          call or put options thereon by the Fund, an amount of cash, U.S.
          government securities or other liquid, high-grade debt
          obligations, equal to the market value of the futures contracts
          and options thereon (less any related margin deposits), will be 


















          PAGE 55
          identified in an account with the Fund's custodian to cover the
          position, or alternative cover (such as owning an offsetting
          position) will be employed.  Assets used as cover or held in an
          identified account cannot be sold while the position in the
          corresponding option or future is open, unless they are replaced
          with similar assets.  As a result, the commitment of a large
          portion of a Fund's assets to cover or identified accounts could
          impede portfolio management or the fund's ability to meet
          redemption requests or other current obligations.

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

          Trading in Futures Contracts

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

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

               If the price of an open futures contract changes (by
          increase in the case of a sale or by decrease in the case of a
          purchase) so that the loss on the futures contract reaches a
          point at which the margin on deposit does not satisfy margin 



















          PAGE 56
          requirements, the broker will require an increase in the margin. 
          However, if the value of a position increases because of
          favorable price changes in the futures contract so that the
          margin deposit exceeds the required margin, the broker will pay
          the excess to the Fund.

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

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

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

               A futures contract on the Standard & Poor's 500 Stock Index,
          composed of 500 selected common stocks, most of which are listed 


















          PAGE 57
          on the New York Stock Exchange, provides an example of how
          futures contracts operate.  The S&P 500 Index assigns relative
          weightings to the common stocks included in the Index, and the
          Index fluctuates with changes in the market values of those
          common stocks.  In the case of futures contracts on the S&P 500
          Index, the contracts are to buy or sell 500 units.  Thus, if the
          value of the S&P 500 Index were $150, one contract would be worth
          $75,000 (500 units x $150). The contract specifies that no
          delivery of the actual stocks making up the index will take
          place.  Instead, settlement in cash occurs.  Over the life of the
          contract, the gain or loss realized by the Fund will equal the
          difference between the purchase (or sale) price of the contract
          and the price at which the contract is terminated.  For example,
          if the Fund enters into the example contract above and the S&P
          500 Index is at $154 on the termination date, the Fund will gain
          $2,000 (500 units x gain of $4).  If, however, the S&P 500 Index
          is at $148 on that future date, the Fund will lose $1,000 (500
          units x loss of $2).

          Special Risks of Transactions in Futures Contracts

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

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

               Because of the low margin deposits required, futures trading
          involves an extremely high degree of leverage.  As a result, a
          relatively small price movement in a futures contract may result
          in immediate and substantial loss, as well as gain, to the 


















          PAGE 58
          investor.  For example, if at the time of purchase, 10% of the
          value of the futures contract is deposited as margin, a
          subsequent 10% decrease in the value of the futures contract
          would result in a total loss of the margin deposit, before any
          deduction for the transaction costs, if the account were then
          closed out.  A 15% decrease would result in a loss equal to 150%
          of the original margin deposit, if the contract were closed out. 
          Thus, a purchase or sale of a futures contract may result in
          losses in excess of the amount invested in the futures contract. 
          However, the Fund would presumably have sustained comparable
          losses if, instead of the futures contract, it had invested in
          the underlying financial instrument and sold it after the
          decline.  Furthermore, in the case of a futures contract
          purchase, in order to be certain that the Fund has sufficient
          assets to satisfy its obligations under a futures contract, the
          Fund earmarks to the futures contract money market instruments
          equal in value to the current value of the underlying instrument
          less the margin deposit.

               Liquidity.  The Fund may elect to close some or all of its
          futures positions at any time prior to their expiration.  The
          Fund would do so to reduce exposure represented by long futures
          positions or short futures positions.  The Fund may close its
          positions by taking opposite positions which would operate to
          terminate the Fund's position in the futures contracts.  Final
          determinations of variation margin would then be made, additional
          cash would be required to be paid by or released to the Fund, and
          the Fund would realize a loss or a gain.

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


















          PAGE 59
          contract and thus provide an offset to losses on a futures
          contract.  

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

               Successful use of futures contracts by the Fund for hedging
          purposes is also subject to T. Rowe Price's ability to correctly
          predict movements in the direction of the market.  It is possible
          that, when the Fund has sold futures to hedge its portfolio
          against a decline in the market, the index, indices, or
          instruments underlying futures might advance and the value of the
          underlying instruments held in the Fund's portfolio might
          decline.  If this were to occur, the Fund would lose money on the
          futures and also would experience a decline in value in its
          underlying instruments.  However, while this might occur to a
          certain degree, T. Rowe Price believes that over time the value
          of the Fund's portfolio will tend to move in the same direction
          as the market indices used to hedge the portfolio.  It is also
          possible that if the Fund were to hedge against the possibility
          of a decline in the market (adversely affecting the underlying
          instruments held in its portfolio) and prices instead increased,
          the Fund would lose part or all of the benefit of increased value
          of those underlying instruments that it has hedged, because it
          would have offsetting losses in its futures positions.  In
          addition, in such situations, if the Fund had insufficient cash,
          it might have to sell underlying instruments to meet daily
          variation margin requirements.  Such sales of underlying
          instruments might be, but would not necessarily be, at increased
          prices (which would reflect the rising market).  The Fund might
          have to sell underlying instruments at a time when it would be
          disadvantageous to do so.  

               In addition to the possibility that there might be an
          imperfect correlation, or no correlation at all, between price
          movements in the futures contracts and the portion of the 


















          PAGE 60
          portfolio being hedged, the price movements of futures contracts
          might not correlate perfectly with price movements in the
          underlying instruments due to certain market distortions.  First,
          all participants in the futures market are subject to margin
          deposit and maintenance requirements.  Rather than meeting
          additional margin deposit requirements, investors might close
          futures contracts through offsetting transactions, which could
          distort the normal relationship between the underlying
          instruments and futures markets.  Second, the margin requirements
          in the futures market are less onerous than margin requirements
          in the securities markets, and as a result the futures market
          might attract more speculators than the securities markets do. 
          Increased participation by speculators in the futures market
          might also cause temporary price distortions.  Due to the
          possibility of price distortion in the futures market and also
          because of the imperfect correlation between price movements in
          the underlying instruments and movements in the prices of futures
          contracts, even a correct forecast of general market trends by T.
          Rowe Price might not result in a successful hedging transaction
          over a very short time period.

          Options on Futures Contracts

               The Fund may purchase and sell options on the same types of
          futures in which it may invest.

               Options on futures are similar to options on underlying
          instruments except that options on futures give the purchaser the
          right, in return for the premium paid, to assume a position in a
          futures contract (a long position if the option is a call and a
          short position if the option is a put), rather than to purchase
          or sell the futures contract, at a specified exercise price at
          any time during the period of the option.  Upon exercise of the
          option, the delivery of the futures position by the writer of the
          option to the holder of the option will be accompanied by the
          delivery of the accumulated balance in the writer's futures
          margin account which represents the amount by which the market
          price of the futures contract, at exercise, exceeds (in the case
          of a call) or is less than (in the case of a put) the exercise
          price of the option on the futures contract.  Purchasers of
          options who fail to exercise their options prior to the exercise
          date suffer a loss of the premium paid.

               As an alternative to writing or purchasing call and put
          options on interest rate futures, the Fund may write or purchase
          call and put options on financial indices.  Such options would be
          used in a manner similar to the use of options on futures 


















          PAGE 61
          contracts.  From time to time, a single order to purchase or sell
          futures contracts (or options thereon) may be made on behalf of
          the Fund and other T. Rowe Price Funds.  Such aggregated orders
          would be allocated among the Funds and the other T. Rowe Price
          Funds in a fair and non-discriminatory manner.

          Special Risks of Transactions in Options on Futures Contracts

               The risks described under "Special Risks of Transactions on
          Futures Contracts" are substantially the same as the risks of
          using options on futures.  In addition, where the Fund seeks to
          close out an option position by writing or buying an offsetting
          option covering the same index, underlying instrument or contract
          and having the same exercise price and expiration date, its
          ability to establish and close out positions on such options will
          be subject to the maintenance of a liquid secondary market. 
          Reasons for the absence of a liquid secondary market on an
          exchange include the following: (i) there may be insufficient
          trading interest in certain options; (ii) restrictions may be
          imposed by an exchange on opening transactions or closing
          transactions or both; (iii) trading halts, suspensions or other
          restrictions may be imposed with respect to particular classes or
          series of options, or underlying instruments; (iv) unusual or
          unforeseen circumstances may interrupt normal operations on an
          exchange; (v) the facilities of an exchange or a clearing
          corporation may not at all times be adequate to handle current
          trading volume; or (vi) one or more exchanges could, for economic
          or other reasons, decide or be compelled at some future date to
          discontinue the trading of options (or a particular class or
          series of options), in which event the secondary market on that
          exchange (or in the class or series of options) would cease to
          exist, although outstanding options on the exchange that had been
          issued by a clearing corporation as a result of trades on that
          exchange would continue to be exercisable in accordance with
          their terms.  There is no assurance that higher than anticipated
          trading activity or other unforeseen events might not, at times,
          render certain of the facilities of any of the clearing
          corporations inadequate, and thereby result in the institution by
          an exchange of special procedures which may interfere with the
          timely execution of customers' orders.  

          Additional Futures and Options Contracts

               Although the Funds have no current intention of engaging in
          futures or options transactions other than those described above,
          each reserves the right to do so.  Such futures and options 



















          PAGE 62
          trading might involve risks which differ from those involved in
          the futures and options described above.    

          Foreign Futures and Options--Limited-Term Fund

               Participation in foreign futures and foreign options
          transactions involves the execution and clearing of trades on or
          subject to the rules of a foreign board of trade.  Neither the
          National Futures Association nor any domestic exchange regulates
          activities of any foreign boards of trade, including the
          execution, delivery and clearing of transactions, or has the
          power to compel enforcement of the rules of a foreign board of
          trade or any applicable foreign law.  This is true even if the
          exchange is formally linked to a domestic market so that a
          position taken on the market may be liquidated by a transaction
          on another market.  Moreover, such laws or regulations will vary
          depending on the foreign country in which the foreign futures or
          foreign options transaction occurs.  For these reasons, customers
          who trade foreign futures or foreign options contracts may not be
          afforded certain of the protective measures provided by the
          Commodity Exchange Act, the CFTC's regulations and the rules of
          the National Futures Association and any domestic exchange,
          including the right to use reparations proceedings before the
          Commission and arbitration proceedings provided by the National
          Futures Association or any domestic futures exchange.  In
          particular, funds received from customers for foreign futures or
          foreign options transactions may not be provided the same
          protections as funds received in respect of transactions on
          United States futures exchanges.  In addition, the price of any
          foreign futures or foreign options contract and, therefore, the
          potential profit and loss thereon may be affected by any variance
          in the foreign exchange rate between the time your order is
          placed and the time it is liquidated, offset or exercised.

          Federal Tax Treatment of Options, Futures Contracts and Forward
          Foreign Exchange Contracts--Limited-Term and GNMA Funds

               The discussion herein may refer to transactions in which the
          GNMA Fund does not engage.  The Fund's prospectus sets forth the
          types of transactions permissible for the Fund.

               The Funds may enter into certain option, futures, and
          forward foreign exchange contracts, including options and futures
          on currencies, which will be treated as Section 1256 contracts or
          straddles.




















          PAGE 63
               Transactions which are considered Section 1256 contracts
          will be considered to have been closed at the end of a Fund's
          fiscal year and any gains or losses will be recognized for tax
          purposes at that time.  Such gains or losses from the normal
          closing or settlement of such transactions will be characterized
          as 60% long-term capital gain or loss and 40% short-term capital
          gain or loss regardless of the holding period of the instrument. 
          A Fund will be required to distribute net gains on such
          transactions to shareholders even though it may not have closed
          the transaction and received cash to pay such distributions.

               Options, futures and forward foreign exchange contracts,
          including options and futures on currencies, which offset a
          foreign dollar denominated bond or currency position may be
          considered straddles for tax purposes in which case a loss on any
          position in a straddle will be subject to deferral to the extent
          of unrealized gain in an offsetting position.  The holding period
          of the securities or currencies comprising the straddle will be
          deemed not to begin until the straddle is terminated.  For
          securities offsetting a purchased put, this adjustment of the
          holding period may increase the gain from sales of securities
          held less than three months.  The holding period of the security
          offsetting an "in-the-money qualified covered call" option on an
          equity security will not include the period of time the option is
          outstanding.

               Losses on written covered calls and purchased puts on
          securities, excluding certain "qualified covered call" options on
          equity securities, may be long-term capital loss, if the security
          covering the option was held for more than twelve months prior to
          the writing of the option.

               In order for each Fund to continue to qualify for federal
          income tax treatment as a regulated investment company, at least
          90% of its gross income for a taxable year must be derived from
          qualifying income; i.e., dividends, interest, income derived from
          loans of securities, and gains from the sale of securities or
          currencies.  Pending tax regulations could limit the extent that
          net gain realized from option, futures or foreign forward
          exchange contracts on currencies is qualifying income for
          purposes of the 90% requirement.  In addition, gains realized on
          the sale or other disposition of securities,  including option,
          futures or foreign forward exchange contracts on securities or
          securities indexes and, in some cases, currencies, held for less
          than three months, must be limited to less than 30% of a Fund's
          annual gross income.  In order to avoid realizing excessive gains
          on securities or currencies held less than three months, a Fund 


















          PAGE 64
          may be required to defer the closing out of option, futures or
          foreign forward exchange contracts beyond the time when it would
          otherwise be advantageous to do so.  It is anticipated that
          unrealized gains on Section 1256 option, futures and foreign
          forward exchange contracts, which have been open for less than
          three months as of the end of a Fund's fiscal year and which are
          recognized for tax purposes, will not be considered gains on
          securities or currencies held less than three months for purposes
          of the 30% test.


                               INVESTMENT RESTRICTIONS

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

                                 Fundamental Policies

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

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




















          PAGE 65
               (2)    Commodities.  Purchase or sell commodities or
                      commodity contracts; except that it may enter into
                      futures contracts and options thereon;

               (3)    Industry Concentration.  Purchase the securities of
                      any issuer if, as a result, more than 25% of the
                      value of the Fund's total assets would be invested in
                      the securities of issuers having their principal
                      business activities in the same industry;

               (4)    Loans.  Make loans, although the Fund may (i) lend
                      portfolio securities and participate in an interfund
                      lending program with other Price Funds provided that
                      no such loan may be made if, as a result, the
                      aggregate of such loans would exceed 33 1/3% of the
                      value of the Fund's total assets; (ii) purchase money
                      market securities and enter into repurchase
                      agreements; and (iii) acquire publicly-distributed or
                      privately-placed debt securities and purchase debt;

               (5)    Percent Limit on Assets Invested in Any One Issuer. 
                      Purchase a security if, as a result, with respect to
                      75% of the value of its total assets, more than 5% of
                      the value of the Fund's total assets would be
                      invested in the securities of a single issuer, except
                      securities issued or guaranteed by the U.S.
                      Government or any of its agencies or
                      instrumentalities;

               (6)    Percent Limit on Share Ownership of Any One Issuer. 
                      Purchase a security if, as a result, with respect to
                      75% of the value of the Fund's total assets, more
                      than 10% of the outstanding voting securities of any
                      issuer would be held by the Fund (other than
                      obligations issued or guaranteed by the U.S.
                      Government, its agencies or instrumentalities);

               (7)    Real Estate.  Purchase or sell real estate, including
                      limited partnership interests therein, unless
                      acquired as a result of ownership of securities or
                      other instruments (but this shall not prevent the
                      Fund from investing in securities or other
                      instruments backed by real estate or securities of
                      companies engaged in the real estate business);





















          PAGE 66
               (8)    Senior Securities.  Issue senior securities except in
                      compliance with the Investment Company Act of 1940;
                      or

               (9)    Underwriting.  Underwrite securities issued by other
                      persons, except to the extent that the Fund may be
                      deemed to be an underwriter within the meaning of the
                      Securities Act of 1933 in connection with the
                      purchase and sale of its portfolio securities in the
                      ordinary course of pursuing its investment program.

                      NOTES

                      The following Notes should be read in connection with
                      the above-described fundamental policies.  The Notes
                      are not fundamental policies.

                      With respect to investment restrictions (1) and (4)
                      the Funds will not borrow from or lend to any other
                      T. Rowe Price Fund unless each Fund applies for and
                      receives an exemptive order from the SEC or the SEC
                      issues rules permitting such transactions. The Funds
                      have no current intention of engaging in any such
                      activity and there is no assurance the SEC would
                      grant any order requested by the Funds or promulgate
                      any rules allowing the transactions.

                      With respect to investment restriction (1), the Cash
                      Reserves Fund has no current intention of engaging in
                      any borrowing transactions.

                      With respect to investment restriction (2), the Funds
                      do not consider currency contracts or hybrid
                      instruments to be commodities.

                      For purposes of investment restriction (3), U.S.,
                      state or local governments, or related agencies or
                      instrumentalities, are not considered an industry. 
                      Industries are determined by reference to the
                      classifications of industries set forth in the Funds
                      Semi-annual and Annual Reports.

                                  Operating Policies

               As a matter of operating policy, the Funds may not: 




















          PAGE 67
               (1)    Borrowing.  The Funds will not purchase additional
                      securities when money borrowed exceeds 5% of its
                      total assets.

               (2)    Control of Portfolio Companies.  Invest in companies
                      for the purpose of exercising management or control;

               (3)    Futures Contracts.  Purchase a futures contract or an
                      option thereon if, with respect to positions in
                      futures or options on futures which do not represent
                      bona fide hedging, the aggregate initial margin and
                      premiums on such positions would exceed 5% of the
                      Fund's net asset value.

               (4)    Illiquid Securities.  Purchase illiquid securities
                      and securities of unseasoned issuers if, as a result,
                      more than 15% (10% Cash Reserves) of its net assets
                      would be invested in such securities, provided that
                      the Fund will not invest more than 5% of its total
                      assets in restricted securities and not more than 5%
                      in securities of unseasoned issuers.  Securities
                      eligible for resale under Rule 144A of the Securities
                      Act of 1933 are not included in the 5% limitation but
                      are subject to the 15% (10% Cash Reserves)
                      limitation;

               (5)    Investment Companies.  Purchase securities of open-
                      end or closed-end investment companies except in
                      compliance with the Investment Company Act of 1940
                      and applicable state law, and in the case of the Cash
                      Reserves Fund, only securities of other money market
                      fund's.  Duplicate fees may result from such
                      purchases;

               (6)    Margin.  Purchase securities on margin, except (i)
                      for use of short-term credit necessary for clearance
                      of purchases of portfolio securities and (ii) it may
                      make margin deposits in connection with futures
                      contracts or other permissible investments; 

               (7)    Mortgaging.  Mortgage, pledge, hypothecate or, in any
                      manner, transfer any security owned by the Fund as
                      security for indebtedness except as may be necessary
                      in connection with permissible borrowings or
                      investments and then such mortgaging, pledging or
                      hypothecating may not exceed 33 1/3% of the Fund's
                      total assets at the time of borrowing or investment;


















          PAGE 68
               (8)    Oil and Gas Programs.  Purchase participations or
                      other direct interests or enter into leases with
                      respect to, oil, gas, or other mineral exploration or
                      development programs;

               (9)    Options, Etc.  Invest in puts, calls, straddles,
                      spreads, or any combination thereof, except to the
                      extent permitted by the prospectus and Statement of
                      Additional Information; 

               (10)   Ownership of Portfolio Securities by Officers and
                      Directors.  Purchase or retain the securities of any
                      issuer if, those officers and directors of the Fund,
                      and of its investment manager, who each own
                      beneficially more than .5% of the outstanding
                      securities of such issuer, together own beneficially
                      more than 5% of such securities;

               (11)   Short Sales.  Effect short sales of securities;

               (12)   Unseasoned Issuers.  Purchase a security (other than
                      obligations issued or guaranteed by the U.S., any
                      foreign, state or local government, their agencies or
                      instrumentalities) if, as a result, more than 5% of
                      the value of the Fund's total assets would be
                      invested in the securities issuers which at the time
                      of purchase had been in operation for less than three
                      years (for this purpose, the period of operation of
                      any issuer shall include the period of operation of
                      any predecessor or unconditional guarantor of such
                      issuer).  This restriction does not apply to
                      securities of pooled investment vehicles or mortgage
                      or asset-backed securities; or

               (13)   Warrants.  Invest in warrants if, as a result
                      thereof, more than 2% of the value of the net assets
                      of the Fund would be invested in warrants which are
                      not listed on the New York Stock Exchange, the
                      American Stock Exchange, or a recognized foreign
                      exchange, or more than 5% of the value of the net
                      assets of the Fund would be invested in warrants
                      whether or not so listed.  For purposes of these
                      percentage limitations, the warrants will be valued
                      at the lower of cost or market and warrants acquired
                      by the Funds in units or attached to securities may
                      be deemed to be without value.



















          PAGE 69
               Notwithstanding anything in the above fundamental and
          operating restrictions to the contrary, each Fund may invest all
          of its assets in a single investment company or a series thereof
          in connection with a "master-feeder" arrangement.  Such an
          investment would be made where the Fund (a "Feeder"), and one or
          more other Funds with the same investment objective and program
          as the Fund, sought to accomplish its investment objective and
          program by investing all of its assets in the shares of another
          investment company (the "Master").  The Master would, in turn,
          have the same investment objective and program as the Fund.  The
          Fund would invest in this manner in an effort to achieve the
          economies of scale associated with having a Master fund make
          investments in portfolio companies on behalf of a number of
          Feeder funds.


                                 MANAGEMENT OF FUNDS

               The officers and directors of the Funds are listed below. 
          Unless otherwise noted, the address of each is 100 East Pratt
          Street, Baltimore, Maryland 21202.  Except as indicated, each has
          been an employee of T. Rowe Price for more than five years.  In
          the list below, the Funds' directors who are considered
          "interested persons" of T. Rowe Price as defined under
          Section 2(a)(19) of the Investment Company Act of 1940 are noted
          with an asterisk (*).  These directors are referred to as inside
          directors by virtue of their officership, directorship, and/or
          employment with T. Rowe Price.

          ROBERT P. BLACK, Director--Retired; formerly President, Federal
          Reserve Bank of Richmond; Address: 10 Dahlgren Road, Richmond,
          Virginia 23233
          CALVIN W. BURNETT, PH.D., Director--President, Coppin State
          College; Director, Maryland Chamber of Commerce and Provident
          Bank of Maryland; Former President, Baltimore Area Council Boy
          Scouts of America; Vice President, Board of Directors, The
          Walters Art Gallery; Address: 2000 North Warwick Avenue,
          Baltimore, Maryland 21216
          *GEORGE J. COLLINS, Chairman of the Board--President, Chief
          Executive Officer and Managing Director, T. Rowe Price; Director,
          Rowe Price-Fleming International, Inc., T. Rowe Price Retirement
          Plan Services, Inc. and T. Rowe Price Trust Company; Chartered
          Investment Counselor
          ANTHONY W. DEERING, Director--Director, President and Chief
          Executive Officer, The Rouse Company, real estate developers,
          Columbia, Maryland; Advisory Director, Kleinwort, Benson (North 



















          PAGE 70
          America) Corporation, a registered broker-dealer; Address: 10275
          Little Patuxent Parkway, Columbia, Maryland 21044
          F. PIERCE LINAWEAVER, Director--President, F. Pierce Linaweaver &
          Associates, Inc.; formerly (1987-1991) Executive Vice President,
          EA Engineering, Science, and Technology, Inc., and (1987-1990)
          President, EA Engineering, Inc., Baltimore, Maryland; Address:
          The Legg Mason Tower, 111 South Calvert Street, Suite 2700,
          Baltimore, Maryland 21202
          *JAMES S. RIEPE, Vice President and Director--Managing Director,
          T. Rowe Price; Chairman of the Board, T. Rowe Price Services,
          Inc., T. Rowe Price Retirement Plan Services, Inc. and T. Rowe
          Price Trust Company; President and Director, T. Rowe Price
          Investment Services, Inc.; Director, Rhone-Poulenc Rorer, Inc.
          JOHN G. SCHREIBER, Director--President, Schreiber Investments,
          Inc., a real estate investment company; Director, AMLI
          Residential Properties Trust; Partner, Blackstone Real Estate
          Partners, L.P.; Director and formerly (12/70-12/90) Executive
          Vice President, JMB Realty Corporation, a national real estate
          investment manager and developer; Director, Urban Shopping
          Centers, Inc.; Address: 1115 East Illinois Road, Lake Forest,
          Illinois 60045
          ANNE MARIE WHITTEMORE, Director--Partner, law firm of McGuire,
          Woods, Battle & Boothe, L.L.P., Richmond, Virginia; formerly,
          Chairman (1991-1993) and Director (1989-1993), Federal Reserve
          Bank of Richmond; Director, Owens & Minor, Inc., USF&G
          Corporation, James River Corporation and Wilderness Conservancy
          at Mountain Lake, Inc.; Board of Visitors, Old Dominion
          University; Member, Virginia State Bar and American Bar
          Association; Address: One James Center, 901 East Cary Street,
          Richmond, Virginia 23219-4030
          WILLIAM T. REYNOLDS, President--Managing Director, T. Rowe Price
          PETER VAN DYKE, Executive Vice President--Managing Director, T.
          Rowe Price; Vice President, Rowe Price-Fleming International,
          Inc.
          EDWARD A. WIESE, Executive Vice President--Vice President, T.
          Rowe Price, Rowe Price-Fleming International, Inc. and T. Rowe
          Price Trust Company
          ROBERT P. CAMPBELL, Vice President--Vice President, T. Rowe Price
          and Rowe Price-Fleming International Inc.; formerly (4/80-5/90)
          Vice President and Director, Private Finance, New York Life
          Insurance Company, New York, New York
          PATRICE L. BERCHTENBREITER, Vice President--Vice President, T.
          Rowe Price
          PAUL W. BOLTZ, Vice President--Vice President and Financial
          Economist of T. Rowe Price




















          PAGE 71
          MICHAEL J. CONELIUS, Vice President--Vice President, Rowe Price-
          Fleming International, Inc. and Assistant Vice President, T. Rowe
          Price
          CHRISTY M. DIPIETRO, Vice President--Vice President, T. Rowe
          Price and T. Rowe Price Trust Company
          HENRY H. HOPKINS, Vice President--Vice President, Rowe Price-
          Fleming International, Inc. and T. Rowe Price Retirement Plan
          Services, Inc.; Managing Director, T. Rowe Price; Vice President
          and Director, T. Rowe Price Investment Services, Inc., T. Rowe
          Price Services, Inc. and T. Rowe Price Trust Company
          VEENA A. KUTLER, Vice President--Vice President, T. Rowe Price
          and Rowe Price-Fleming International, Inc.
          HEATHER R. LANDON, Vice President--Vice President, T. Rowe Price,
          T. Rowe Price Trust Company and Rowe Price-Fleming International,
          Inc.
          JAMES M. MCDONALD, Vice President--Vice President, T. Rowe Price
          EDMUND M. NOTZON, Vice President--Vice President, T. Rowe Price
          and T. Rowe Price Trust Company; formerly, (1972-1989) charter
          member of the U.S. Senior Executive Services and Director,
          Analysis and Evaluation Division in the Office of Water
          Regulations and Standards of the U.S. Environmental Protection
          Agency
          JOAN R. POTEE, Vice President--Vice President, T. Rowe Price
          ROBERT M. RUBINO, Vice President--Vice President, T. Rowe Price
          CHARLES P. SMITH, Vice President--Managing Director, T. Rowe
          Price; Vice President, Rowe Price-Fleming International, Inc.
          LENORA V. HORNUNG, Secretary--Vice President, T. Rowe Price
          PATRICIA S. BUTCHER, Assistant Secretary--Assistant Vice
          President, T. Rowe Price and T. Rowe Price Investment Services,
          Inc.
          CARMEN F. DEYESU, Treasurer--Vice President, T. Rowe Price, T.
          Rowe Price Services, Inc., and T. Rowe Price Trust Company
          DAVID S. MIDDLETON, Controller--Vice President, T. Rowe Price, T.
          Rowe Price Services, Inc., and T. Rowe Price Trust Company
          ROGER L. FIERY, III, Assistant Vice President--Vice President,
          Rowe Price-Fleming International Inc. and T. Rowe Price
          EDWARD T. SCHNEIDER, Assistant Vice President--Vice President, T.
          Rowe Price Services, Inc.
          INGRID I. VORDEMBERGE, Assistant Vice President--Employee, T.
          Rowe Price

























          PAGE 72
                                  COMPENSATION TABLE

          _________________________________________________________________
                                           Pension or   Total Compensation
                               Aggregate   Retirement      from Fund and
           Name of           Compensation   Benefits        Fund Group
           Person,             from Fund   Accrued as         Paid to
          Position             Expensesa  Part of Fundb     Directorsc
          _________________________________________________________________
          Summit Cash Reserves

          Robert P. Black,       $1,041        N/A            $52,667
          Director

          Calvin W. Burnett,      1,041        N/A             55,583
          PH.D, Director

          Anthony W. Deering,     1,041        N/A             66,333
          Director

          F. Pierce Linaweaver,   1,041        N/A             55,583
          Director

          John G. Schreiber,      1,041        N/A             55,667
          Director

          Anne Marie Whittemore,  1,041        N/A             32,667
          Director

          George J. Collins,         --        N/A                 --
          Chairman of the Boardd

          James S. Riepe,            --        N/A                 --
          Directord

          Summit Limited-Term Bond

          Robert P. Black,       $1,041        N/A            $52,667
          Director

          Calvin W. Burnett,      1,041        N/A             55,583
          PH.D, Director

          Anthony W. Deering,     1,041        N/A             66,333
          Director




















          PAGE 73
          F. Pierce Linaweaver,   1,041        N/A             55,583
          Director

          John G. Schreiber,      1,041        N/A             55,667
          Director

          Anne Marie Whittemore,  1,041        N/A             32,667
          Director

          George J. Collins,         --        N/A                 --
          Chairman of the Boardd

          James S. Riepe,            --        N/A                 --
          Directord

          Summit GNMA

          Robert P. Black,       $1,041        N/A            $52,667
          Director

          Calvin W. Burnett,      1,041        N/A             55,583
          PH.D, Director

          Anthony W. Deering,     1,041        N/A             66,333
          Director

          F. Pierce Linaweaver,   1,041        N/A             55,583
          Director

          John G. Schreiber,      1,041        N/A             55,667
          Director

          Anne Marie Whittemore,  1,041        N/A             32,667
          Director

          George J. Collins,         --        N/A                 --
          Chairman of the Boardd

          James S. Riepe,            --        N/A                 --
          Directord
             
          a   Amounts in this Column are for the period June 1, 1993
              through May 31, 1994.
          b   Not applicable.  The Fund does not pay pension or retirement
              benefits to officers or directors/trustees of the Fund.
          c   Amounts in this column are for calendar year 1994, included
              67 funds at December 31, 1994.


















          PAGE 74
          d   Any director/trustee of the Fund who is an officer or
              employee of T. Rowe Price receives no renumeration from the
              Fund.    

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


                           PRINCIPAL HOLDERS OF SECURITIES

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


                            INVESTMENT MANAGEMENT SERVICES

          Services Provided by T. Rowe Price

               Under the Management Agreement with the Corporation relating
          to each Fund, T. Rowe Price provides each Fund with discretionary
          investment services.  Specifically, T. Rowe Price is responsible
          for supervising and directing the investments of each Fund in
          accordance with its investment objectives, programs, and
          restrictions as provided in the prospectus and this Statement of
          Additional Information.  T. Rowe Price is also responsible for
          effecting all security transactions on behalf of each Fund,
          including the allocation of principal business and portfolio
          brokerage and the negotiation of commissions.  In addition to
          these services, T. Rowe Price provides each Fund with certain
          corporate administrative services, including: maintaining the
          Fund's corporate existence, corporate records, and registering
          and qualifying the Fund's shares under federal and state laws;
          monitoring the financial, accounting, and administrative
          functions of each Fund; maintaining liaison with the agents
          employed by each Fund such as the Fund's custodian and transfer
          agent; assisting each Fund in the coordination of such agents'
          activities; and permitting T. Rowe Price's employees to serve as
          officers, directors, and committee members of each Fund without
          cost to the Fund.  

               Each Fund's Management Agreement also provides that T. Rowe
          Price, its directors, officers, employees, and certain other
          persons performing specific functions for the Fund will only be 


















          PAGE 75
          liable to the Fund for losses resulting from willful misfeasance,
          bad faith, gross negligence, or reckless disregard of duty.

          Management Fee

               Each Fund pays T. Rowe Price an annual all-inclusive fee
          (the "Fee") of: 0.45% for the Cash Reserves Fund; 0.55% for the
          Limited-Term Fund; and 0.60% for the GNMA Fund.  The Fee is paid
          monthly to the T. Rowe Price on the first business day of the
          next succeeding calendar month and is the sum of the daily Fee
          accruals for each month.  The daily Fee accrual for any
          particular day is calculated by multiplying the fraction of one
          (1) over the number of calendar days in the year by the
          appropriate Fee rate and multiplying this product by the net
          assets of the Fund for that day as determined in accordance with
          the Funds' prospectus as of the close of business from the
          previous business day on which the Fund was open for business.

               The Management Agreement between each Fund and T. Rowe Price
          provides that T. Rowe Price will pay all expenses of each Fund's
          operations, except interest, taxes, brokerage commissions and
          other charges incident to the purchase, sale or lending of the
          Fund's portfolio securities, directors' fees and expenses
          (including counsel fees and expenses) and such nonrecurring or
          extraordinary expenses that may arise, including the costs of
          actions, suits, or proceedings to which the Fund is a party and
          the expenses the Fund may incur as a result of its obligation to
          provide indemnification to its officers, directors and agents. 
          However, the Board of Directors of the Fund reserves the right to
          impose additional fees against shareholder accounts to defray
          expenses which would otherwise be paid by T. Rowe Price under the
          Management Agreement.  The Board does not anticipate levying such
          charges; such a fee, if charged, may be retained by the Fund or
          paid to T. Rowe Price.


                                DISTRIBUTOR FOR FUNDS

               T. Rowe Price Investment Services, Inc. ("Investment
          Services"), a Maryland corporation formed in 1980 as a wholly-
          owned subsidiary of T. Rowe Price, serves as the distributor of
          the Funds.  Investment Services is registered as a broker-dealer
          under the Securities Exchange Act of 1934 and is a member of the
          National Association of Securities Dealers, Inc.  The offering of
          each Fund's shares is continuous.




















          PAGE 76
               Investment Services is located at the same address as the
          Funds and T. Rowe T. Rowe Price -- 100 East Pratt Street,
          Baltimore, Maryland 21202.

               Investment Services serves as distributor to the Funds
          pursuant to individual Underwriting Agreements ("Underwriting
          Agreements"), which provide that Investment Services will pay all
          fees and expenses in connection with: registering and qualifying
          the Funds' shares under the various state "blue sky" laws;
          preparing, setting in type, printing, and mailing its
          prospectuses and reports to shareholders; issuing its shares,
          including expenses of confirming purchase orders; printing and
          distributing prospectuses and reports for use in offering and
          selling shares for each Fund; preparing, setting in type,
          printing, and mailing all sales literature and advertising;
          Investment Services' federal and state registrations as a
          broker-dealer; and offering and selling shares for each Fund. 
          The Underwriting Agreements provide that the Fund is responsible
          for interest, taxes and such nonrecurring or extraordinary
          expenses that may arise, including the costs of actions, suits or
          proceedings to which the Fund is a party and the expenses the
          Fund may incur as a result of its obligation to provide
          indemnification to Investment Services.  Investment Services'
          expenses are paid by T. Rowe Price.

               Investment Services acts as the agent of the Funds in
          connection with the sale of their shares in all states in which
          the shares are qualified and in which Investment Services is
          qualified as a broker-dealer.  Under the Underwriting Agreement,
          Investment Services accepts orders for Fund shares at net asset
          value.  No sales charges are paid by investors or the Funds.


                                      CUSTODIAN

               State Street Bank and Trust Company is the custodian for
          each Fund's securities and cash, but it does not participate in
          the Funds' investment decisions.  Portfolio securities purchased
          in the U.S. are maintained in the custody of the Bank and may be
          entered into the Federal Reserve Book Entry System, or the
          security depository system of the Depository Trust Corporation. 
          The Bank and the Limited-Term Fund have entered into a Custodian
          Agreement with The Chase Manhattan Bank, N.A., London, pursuant
          to which portfolio securities which are purchased outside the
          United States are maintained in the custody of various foreign
          branches of The Chase Manhattan Bank and such other custodians,
          including foreign banks and foreign securities depositories as 


















          PAGE 77
          are approved by the Fund's Board of Directors in accordance with
          regulations under the Investment Company Act of 1940.  The Bank's
          main office is at 225 Franklin Street, Boston, Massachusetts
          02110.  The address for The Chase Manhattan Bank, N.A., London is
          Woolgate House, Coleman Street, London, EC2P 2HD, England.


                                    CODE OF ETHICS

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


                                PORTFOLIO TRANSACTIONS

          Investment or Brokerage Discretion

               Decisions with respect to the purchase and sale of portfolio
          securities on behalf of the Funds are made by T. Rowe Price.  T.
          Rowe Price is also responsible for implementing these decisions,
          including the negotiation of commissions and the allocation of
          portfolio brokerage and principal business.  Each Fund's
          purchases and sales of portfolio securities are normally done on
          a principal basis and do not involve the payment of a commission
          although they may involve the designation of selling concessions. 
          That part of the discussion below relating solely to brokerage
          commissions would not normally apply to a Fund.  However, it is
          included because T. Rowe Price does manage a significant number
          of common stock portfolios which do engage in agency transactions
          and pay commissions and because some research and services
          resulting from the payment of such commissions may benefit the
          Funds.




















          PAGE 78
          How Brokers and Dealers are Selected

               Fixed Income Securities

               Fixed income securities are generally purchased from the
          issuer or a primary market-maker acting as principal for the
          securities on a net basis, with no brokerage commission being
          paid by the client, although the price usually includes an
          undisclosed compensation.  Transactions placed through dealers
          serving as primary market-makers reflect the spread between the
          bid and asked prices.  Securities may also be purchased from
          underwriters at prices which include underwriting fees.

               T. Rowe Price may effect principal transactions on behalf of
          a Fund with a broker or dealer who furnishes brokerage and/or
          research services, designate any such broker or dealer to receive
          selling concessions, discounts or other allowances, or otherwise
          deal with any such broker or dealer in connection with the
          acquisition of securities in underwritings.  T. Rowe Price may
          receive brokerage and research services in connection with such
          designations in fixed priced underwritings.

          How Evaluations are Made of the Overall Reasonableness of
          Brokerage Commissions Paid

               On a continuing basis, T. Rowe Price seeks to determine what
          levels of commission rates are reasonable in the marketplace for
          transactions executed on behalf of the Funds.  In evaluating the
          reasonableness of commission rates, T. Rowe Price considers: (a)
          historical commission rates, both before and since rates have
          been fully negotiable; (b) rates which other institutional
          investors are paying, based on available public information; (c)
          rates quoted by brokers and dealers; (d) the size of a particular
          transaction, in terms of the number of shares, dollar amount, and
          number of clients involved; (e) the complexity of a particular
          transaction in terms of both execution and settlement; (f) the
          level and type of business done with a particular firm over a
          period of time; and (g) the extent to which the broker or dealer
          has capital at risk in the transaction.

          Description of Research Services Received from Brokers and
          Dealers

               T. Rowe Price receives a wide range of research services
          from brokers and dealers.  These services include information on
          the economy, industries, groups of securities, individual
          companies, statistical information, accounting and tax law 


















          PAGE 79
          interpretations, political developments, legal developments
          affecting portfolio securities, technical market action, pricing
          and appraisal services, credit analysis, risk measurement
          analysis, performance analysis and analysis of corporate
          responsibility issues.  These services provide both domestic and
          international perspective.  Research services are received
          primarily in the form of written reports, computer generated
          services, telephone contacts and personal meetings with security
          analysts.  In addition, such services may be provided in the form
          of meetings arranged with corporate and industry spokespersons,
          economists, academicians and government representatives.  In some
          cases, research services are generated by third parties but are
          provided to T. Rowe Price by or through broker-dealers.

               Research services received from brokers and dealers are
          supplemental to T. Rowe Price's own research effort and, when
          utilized, are subject to internal analysis before being
          incorporated by T. Rowe Price into its investment process.  As a
          practical matter, it would not be possible for T. Rowe Price's
          Equity Research Division to generate all of the information
          presently provided by brokers and dealers.  T. Rowe Price pays
          cash for certain research services received from external
          sources.  T. Rowe Price also allocates brokerage for research
          services which are available for cash.  While receipt of research
          services from brokerage firms has not reduced T. Rowe Price's
          normal research activities, the expenses of T. Rowe Price could
          be materially increased if it attempted to generate such
          additional information through its own staff.  To the extent that
          research services of value are provided by brokers or dealers, T.
          Rowe Price may be relieved of expenses which it might otherwise
          bear.

               T. Rowe Price has a policy of not allocating brokerage
          business in return for products or services other than brokerage
          or research services.  In accordance with the provisions of
          Section 28(e) of the Securities Exchange Act of 1934, T. Rowe
          Price may from time to time receive services and products which
          serve both research and non-research functions.  In such event,
          T. Rowe Price makes a good faith determination of the anticipated
          research and non-research use of the product or service and
          allocates brokerage only with respect to the research component.

          Commissions to Brokers who Furnish Research Services

               Certain brokers and dealers who provide quality brokerage
          and execution services also furnish research services to T. Rowe
          Price.  With regard to the payment of brokerage commissions, T. 


















          PAGE 80
          Rowe Price has adopted a brokerage allocation policy embodying
          the concepts of Section 28(e) of the Securities Exchange Act of
          1934, which permits an investment adviser to cause an account to
          pay commission rates in excess of those another broker or dealer
          would have charged for effecting the same transaction, if the
          adviser determines in good faith that the commission paid is
          reasonable in relation to the value of the brokerage and research
          services provided.  The determination may be viewed in terms of
          either the particular transaction involved or the overall
          responsibilities of the adviser with respect to the accounts over
          which it exercises investment discretion.  Accordingly, while T.
          Rowe Price cannot readily determine the extent to which
          commission rates or net prices charged by broker-dealers reflect
          the value of their research services, T. Rowe Price would expect
          to assess the reasonableness of commissions in light of the total
          brokerage and research services provided by each particular
          broker.  T. Rowe Price may receive research, as defined in
          Section 28(e), in connection with selling concessions and
          designations in fixed price offerings in which the Funds
          participate.

          Internal Allocation Procedures

               T. Rowe Price has a policy of not precommitting a specific
          amount of business to any broker or dealer over any specific time
          period.  Historically, the majority of brokerage placement has
          been determined by the needs of a specific transaction such as
          market-making, availability of a buyer or seller of a particular
          security, or specialized execution skills.  However, T. Rowe
          Price does have an internal brokerage allocation procedure for
          that portion of its discretionary client brokerage business where
          special needs do not exist, or where the business may be
          allocated among several brokers or dealers which are able to meet
          the needs of the transaction.

               Each year, T. Rowe Price assesses the contribution of the
          brokerage and research services provided by brokers and dealers,
          and attempts to allocate a portion of its brokerage and selling
          concession business in response to these assessments.  Research
          analysts, counselors, various investment committees, and the
          Trading Department each seek to evaluate the brokerage and
          research services they receive from brokers and dealers and make
          judgments as to the level of business which would recognize such
          services.  In addition, brokers and dealers sometimes suggest a
          level of business they would like to receive in return for the
          various brokerage and research services they provide.  Actual
          brokerage business received by any firm may be less than the 


















          PAGE 81
          suggested allocations but can, and often does, exceed the
          suggestions, because the total business is allocated on the basis
          of all the considerations described above.  In no case is a
          broker or dealer excluded from receiving business from T. Rowe
          Price because it has not been identified as providing research
          services.

          Miscellaneous

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

               From time to time, orders for clients may be placed through
          a computerized transaction network. 

               Each Fund does not allocate business to any broker-dealer on
          the basis of its sales of the Fund's shares.  However, this does
          not mean that broker-dealers who purchase Fund shares for their
          clients will not receive business from the Fund.

               Some of T. Rowe Price's other clients have investment
          objectives and programs similar to those of the Funds.  T. Rowe
          Price may occasionally make recommendations to other clients
          which result in their purchasing or selling securities
          simultaneously with the Funds.  As a result, the demand for
          securities being purchased or the supply of securities being sold
          may increase, and this could have an adverse effect on the price
          of those securities.  It is T. Rowe Price's policy not to favor
          one client over another in making recommendations or in placing
          orders.  T. Rowe Price frequently follows the practice of
          grouping orders of various clients for execution which generally
          results in lower commission rates being attained.  In certain
          cases, where the aggregate order is executed in a series of
          transactions at various prices on a given day, each participating
          client's proportionate share of such order reflects the average
          price paid or received with respect to the total order.  T. Rowe
          Price has established a general investment policy that it will
          ordinarily not make additional purchases of a common stock of a
          company for its clients (including the T. Rowe Price Funds) if,
          as a result of such purchases, 10% or more of the outstanding 


















          PAGE 82
          common stock of such company would be held by its clients in the
          aggregate.

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

          Transactions with Related Brokers and Dealers--Limited-Term Fund

               As provided in the Investment Management Agreement between
          the Fund and T. Rowe Price, T. Rowe Price is responsible not only
          for making decisions with respect to the purchase and sale of the
          Fund's portfolio securities, but also for implementing these
          decisions, including the negotiation of commissions and the
          allocation of portfolio brokerage and principal business.  It is
          expected that T. Rowe Price may place orders for the Fund's
          portfolio transactions with broker-dealers through the same
          trading desk T. Rowe Price uses for portfolio transactions in
          domestic securities.  The trading desk accesses brokers and
          dealers in various markets in which the Fund's foreign securities
          are located.  These brokers and dealers may include of certain
          affiliates of Robert Fleming Holdings Limited ("Robert Fleming
          Holdings") and Jardine Fleming Group Limited ("JFG"), persons
          indirectly related to T. Rowe Price.  Robert Fleming Holdings,
          through Copthall Overseas Limited, a wholly-owned subsidiary,
          owns 25% of the common stock of Rowe Price-Fleming International,
          Inc. ("RPFI"), an investment adviser registered under the
          Investment Advisers Act of 1940.  Fifty percent of the common
          stock of RPFI is owned by TRP Finance, Inc., a wholly-owned
          subsidiary of T. Rowe Price, and the remaining 25% is owned by
          Jardine Fleming International Holdings Limited, a subsidiary of
          JFG.  JFG is 50% owned by Robert Fleming Holdings and 50% owned
          by Jardine Matheson Holdings Limited.  The affiliates through
          whose trading desks such orders may be placed include Fleming
          Investment Management Limited ("FIM"), and Robert Fleming & Co.
          Limited ("RF&Co.").  FIM and RF&Co. are wholly owned subsidiaries
          of Robert Fleming.  These trading desks will operate under strict
          instructions from the Fund's portfolio manager with respect to
          the terms of such transactions.  Neither Robert Fleming, JFG, nor
          their affiliates will receive any commission fee, or other 


















          PAGE 83
          renumeration for the use of their trading desks, although orders
          for a Fund's portfolio transactions may be placed with affiliates
          of Robert Fleming and JFG who may receive a commission.

               The Board of Directors of the Fund has authorized T. Rowe
          Price to utilize certain affiliates of Robert Fleming and JFG in
          the capacity of broker in connection with the execution of the
          Fund's portfolio transactions, provided that T. Rowe Price
          believes that doing so will result in an economic advantage (in
          the form of lower execution costs or otherwise) being obtained
          for each Fund.  These affiliates include, but are not limited to,
          Jardine Fleming (Securities) Limited ("JFS"), a wholly-owned
          subsidiary of JFG, RF&Co., Jardine Fleming Australia Securities
          Limited, and Robert Fleming, Inc. (a New York brokerage firm).

               The above-referenced authorization was made in accordance
          with Section 17(e) of the Investment Company Act of 1940 (the
          "1940 Act") and Rule 17e-1 thereunder which require the Funds'
          independent directors to approve the procedures under which
          brokerage allocation to affiliates is to be made and to monitor
          such allocations on a continuing basis.  Except with respect to
          tender offers, it is not expected that any portion of the
          commissions, fees, brokerage, or similar payments received by the
          affiliates of Robert Fleming in such transactions will be
          recaptured by the Funds.  The directors have reviewed and from
          time to time may continue to review whether other recapture
          opportunities are legally permissible and available and, if they
          appear to be, determine whether it would be advisable for a Fund
          to seek to take advantage of them.

          Other

               For the fiscal year ended October 31, 1994, the Cash
          Reserves Fund engaged in portfolio transactions involving broker-
          dealers totaling $2,176,128,000.  The entire amounts for the year
          represented principal transactions as to which the Cash Reserves
          Fund has no knowledge of the profits or losses realized by the
          respective broker-dealers.  For fiscal year ended October 31,
          1994, approximately 81% was placed with firms which provided
          research, statistical, or other services to T. Rowe Price in
          connection with the management of the Cash Reserves Fund or, in
          some cases, to the Cash Reserves Fund.

               For the fiscal year ended October 31, 1994, the Limited-Term
          Bond Fund engaged in portfolio transactions involving broker-
          dealers totaling $218,628,000.  The entire amounts for the year
          represented principal transactions as to which the Limited-Term 


















          PAGE 84
          Bond Fund has no knowledge of the profits or losses realized by
          the respective broker-dealers.  For the fiscal year ending
          October 31, 1994, $3,566,000 involved trades with brokers acting
          as agents or underwriters, in which such brokers received total
          commission, including discounts received in connection with
          underwritings of $84,895.  For fiscal year ended October 31,
          1994, approximately 81% was placed with firms which provided
          research, statistical, or other services to T. Rowe Price in
          connection with the management of the Fund or, in some cases, to
          the Fund.

               For the fiscal year ended October 31, 1994, the GNMA Fund
          engaged in portfolio transactions involving broker-dealers
          totaling $34,027,000.  The entire amounts for the year
          represented principal transactions as to which the GNMA Fund has
          no knowledge of the profits or losses realized by the respective
          broker-dealers.  For fiscal year ended October 31, 1994,
          approximately 83% was placed with firms which provided research,
          statistical, or other services to T. Rowe Price in connection
          with the management of the Fund or, in some cases, to the Fund.

               The portfolio turnover rates of the Limited-Term Bond and
          GNMA Funds for the fiscal year ended October 31, 1994, were: 296%
          and 61.5%, respectively.


                                PRICING OF SECURITIES

          Limited-Term and GNMA Funds

               Fixed income securities are generally traded in the over-
          the-counter market.  Investments in domestic securities with
          remaining maturities of one year or more and foreign securities
          are stated at fair value using a bid-side valuation as furnished
          by dealers who make markets in such securities or by an
          independent pricing service, which considers yield or price of
          bonds of comparable quality, coupon, maturity, and type, as well
          as prices quoted by dealers who make markets in such securities. 
          Domestic securities with remaining maturities less than one year
          are stated at fair value which is determined by using a matrix
          system that establishes a value for each security based on bid-
          side money market yields.

               There are a number of pricing services available, and the
          Board of Directors, on the basis of ongoing evaluation of these
          services, may use or may discontinue the use of any pricing
          service in whole or in part.


















          PAGE 85

          Cash Reserves Fund

               Securities with more than 60 days remaining to maturity 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.  Securities originally purchased with remaining
          maturities of 60 days or less are valued at amortized cost.  In
          addition, securities purchased with maturities in excess of 60
          days, but which currently have maturities of 60 days or less, are
          valued at their amortized cost for the 60 days prior to maturity-
          -such amortization being based on the fair value of the
          securities on the 61st day prior to maturity.

               For the purposes of determining the Fund's net asset value
          per share, all assets and liabilities initially expressed in
          foreign currencies are converted into U.S. dollars at the mean of
          the bid and offer prices of such currencies against U.S. dollars
          quoted by any major bank.

               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 officers of the Funds, as authorized by
          the Board of Directors.

                       Maintenance of Net Asset Value Per Share

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

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

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


















          PAGE 86

                (c)      the Fund must limit its purchase of portfolio
                instruments, including repurchase agreements, to those U.S.
                dollar-denominated instruments which the Fund's Board of
                Directors determines present minimal credit risks, and
                which are eligible securities as defined by Rule 2a-7; and

                (d)      the Board of Directors must determine that (i) it
                is in the best interest of the Fund and its shareholders to
                maintain a stable price per share under the penny rounding
                method; and (ii) the Fund will continue to use the penny
                rounding method only so long as the Board of Directors
                believes that it fairly reflects the market based net asset
                value per share.

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

                Prime Money Market Securities Defined.  Prime money market
          securities are those which are described as First Tier Securities
          under Rule 2a-7 of the Investment Company Act of 1940.  These
          include any security with a remaining maturity of 397 days or
          less that is rated (or that has been issued by an issuer that is
          rated with respect to a class of short-term debt obligations, or
          any security within that class that is comparable in priority and
          security with the security) by any two nationally recognized
          statistical rating organizations (NRSROs) (or if only one NRSRO
          has issued a rating, that NRSRO) in the highest rating category
          for short-term debt obligations (within which there may be sub-
          categories).  First Tier Securities also include unrated 


















          PAGE 87
          securities comparable in quality to rated securities, as
          determined by T. Rowe Price under the supervision of the Fund's
          Board of Directors.

          Limited-Term and GNMA Funds

                Fixed income securities are generally traded in the over-
          the-counter market.  Investments in domestic securities with
          remaining maturities of one year or more and foreign securities
          are stated at fair value using bid-side valuation as furnished by
          dealers who make markets in such securities or by an independent
          pricing service, which considers yield or price of bonds of
          comparable quality, coupon, maturity, and type, as well as prices
          quoted by dealers who make markets in such securities.  Domestic
          securities with remaining maturities less than one year are
          stated at fair value which is determined by using a matrix system
          that establishes a value for each security based on bid-side
          money market yields.  

                There are a number of pricing services available, and the
          Board of Directors, on the basis of an ongoing evaluation of
          these services, may use or may discontinue the use of any pricing
          service in whole or in part.

                For the purposes of determining a Fund's net asset value
          per share, all assets and liabilities initially expressed in
          foreign currencies are converted into U.S. dollars at the mean of
          the bid and offer prices of such currencies against U.S. dollars
          quoted by any major bank.

                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 officers of the Fund as authorized by
          its Board of Directors.


                              NET ASSET VALUE PER SHARE

                The purchase and redemption price of the Funds' shares is
          equal to the Funds' net asset value per share or share price. 
          Each Fund determines its net asset value per share by subtracting
          the Funds' liabilities (including accrued expenses and dividends
          payable) from its total assets (the market value of the
          securities the Fund holds plus cash and other assets, including
          income accrued but not yet received) and dividing the result by
          the total number of shares outstanding.  The net asset value per 


















          PAGE 88
          share of each Fund is calculated as of the close of trading on
          the New York Stock Exchange ("NYSE") every day the NYSE is open
          for trading.  The net asset value of the Money Fund is also
          calculated as of 12:00 noon (Eastern time) every day the NYSE is
          open for trading.  The NYSE is closed on the following days:  New
          Year's Day, Washington's Birthday, Good Friday, Memorial Day,
          Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

                Determination of net asset value (and the offering, sale,
          redemption and repurchase of shares) for a Fund may be suspended
          at times (a) during which the NYSE is closed, other than
          customary weekend and holiday closings, (b) during which trading
          on the NYSE is restricted, (c) during which an emergency exists
          as a result of which disposal by a Fund of securities owned by it
          is not reasonably practicable or it is not reasonably practicable
          for the Fund fairly to determine the value of its net assets, or
          (d) during which a governmental body having jurisdiction over the
          Fund may by order permit such a suspension for the protection of
          the Fund's shareholders; provided that applicable rules and
          regulations of the Securities and Exchange Commission (or any
          succeeding governmental authority) shall govern as to whether the
          conditions prescribed in (b), (c), or (d) exist.


                                      DIVIDENDS

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


                                      TAX STATUS

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

                A portion of the dividends paid by each Fund may be
          eligible for the dividends-received deduction for corporate
          shareholders.  For tax purposes, it does not make any difference
          whether dividends and capital gain distributions are paid in cash
          or in additional shares.  Each Fund must declare dividends by
          December 31 of each year equal to at least 98% of ordinary income
          (as of December 31) and capital gains (as of October 31) in order
          to avoid a federal excise tax and distribute within 12 months 


















          PAGE 89
          100% of ordinary income and capital gains as of its tax year-end
          to avoid federal income tax.

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

                                              Net Realized    Unrealized
                                Undistributed    Capital     Appreciation/
            Fund                 Net Income  Gains/(Losses) (Depreciation)

          Cash Reserves         $3,647,000     $      1,000  $   (83,000)
          Limited-Term Bond      1,057,000      (1,132,000)     (305,000)
          GNMA                   1,001,000        (223,000)   (1,266,000)

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

          Taxation of Foreign Shareholders

                The Code provides that dividends from net income will be
          subject to U.S. tax.  For shareholders who are not engaged in a
          business in the U.S., this tax would be imposed at the rate of
          30% upon the gross amount of the dividends in the absence of a
          Tax Treaty providing for a reduced rate or exemption from U.S.
          taxation.  Distributions of net long-term capital gains realized
          by the Fund are not subject to tax unless the foreign shareholder
          is a nonresident alien individual who was physically present in
          the U.S. during the tax year for more than 182 days.



















          PAGE 90

          Foreign Currency Gains and Losses--Limited-Term Fund

                Foreign currency gains and losses, including the portion of
          gain or loss on the sale of debt securities attributable to
          foreign exchange rate fluctuations, are taxable as ordinary
          income.  If the net effect of these transactions is a gain, the
          ordinary income dividend paid by the Fund will be increased; if
          the result is a loss, a portion of its ordinary income divided
          may be classified as a return of capital.  Adjustments to reflect
          these gains and losses will be made at the end of the Fund's
          taxable year.

                To the extent a Fund invests in foreign securities, the
          following would apply:

          Passive Foreign Investment Companies

                Each Fund may purchase the securities of certain foreign
          investment funds or trusts called passive foreign investment
          companies.  Capital gains on the sale of such holdings will be
          deemed to be ordinary income regardless of how long the Fund
          holds its investment.  In addition to bearing their proportionate
          share of the funds expenses (management fees and operating
          expenses) shareholders will also indirectly bear similar expenses
          of such funds.  In addition, the Funds may be subject to
          corporate income tax and an interest charge on certain dividends
          and capital gains earned from these investments, regardless of
          whether such income and gains were distributed to shareholders.

                In accordance with tax regulations, the Funds intend to
          treat these securities as sold on the last day of a Fund's fiscal
          year and recognize any gains for tax purposes at that time;
          losses will not be recognized.  Such gains will be considered
          ordinary income which a Fund will be required to distribute even
          though it has not sold the security and received cash to pay such
          distributions.


                                  YIELD INFORMATION

          Cash Reserves Fund

                The Cash Reserves Fund's current and historical yield for a
          period is calculated by dividing the net change in value of an
          account (including all dividends accrued and dividends reinvested
          in additional shares) by the account value at the beginning of 


















          PAGE 91
          the period to obtain the base period return.  This base period
          return is divided by the number of days in the period then
          multiplied by 365 to arrive at the annualized yield for that
          period.  The Fund's annualized compound yield for such period is
          compounded by dividing the base period return by the number of
          days in the period, and compounding that figure over 365 days.

                The seven day yield ending October 31, 1994 for the Fund
          was 4.69%.

          Limited-Term Fund

                An income factor is calculated for each security in the
          portfolio based upon the security's market value at the beginning
          of the period and yield as determined in conformity with
          regulation of the Securities and Exchange Commission.  The income
          factors are then totalled for all securities in the portfolio. 
          Next, expenses of the Fund for the period net of expected
          reimbursement are deducted from the income to arrive at net
          income, which is then converted to a per-share amount by dividing
          net income by the average number of shares outstanding during the
          period.  The net income per share is divided by the net asset
          value on the last day of the period to produce a monthly yield
          which is then annualized.  Quoted yield factors are for
          comparison purposes only, and are not intended to indicate future
          performance or forecast the dividend per share of the Fund.

                The yield of the Fund calculated under the above-described
          method for the month ended October 31, 1994 was 7.08%.

          GNMA Fund

                In conformity with regulations of the Securities and
          Exchange Commission, an income factor is calculated for each
          security in the portfolio based upon the security's coupon rate. 
          The income factors are then adjusted for any gains or losses
          which have resulted from prepayments of principal during the
          period.  The income factors are then totalled for all securities
          in the portfolio.  Next, expenses of the Fund for the period, net
          of expected reimbursements, are deducted from the income to
          arrive at net income, which is then converted to a per-share
          amount by dividing net income by the average number of shares
          outstanding during the period.  The net income per share is
          divided by the net asset value on the last day of the period to
          produce a monthly yield which is then annualized.  Quoted yield 




















          PAGE 92
          factors are for comparison purposes only, and are not intended to
          indicate future performance or forecast the dividend per share of
          the Fund.

                The yield of the Fund calculated under the above-described
          method for the month ended October 31, 1994 was 7.09%.


                                INVESTMENT PERFORMANCE

          Total Return Performance--Limited-Term and GNMA Funds

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

                       Cumulative Performance Percentage Change

                                                1 Yr.               Since
                                                Ended             Inception
                                              10/31/94            10/29/94

          Cash Reserves Fund

          T. Rowe Price Summit                    
           Cash Reserves Fund                   3.60%               3.60%

          Lipper Money Market Investment
           Funds Average                        3.28                3.28
























          PAGE 93
          Limited-Term Bond Fund

          T. Rowe Price Summit
           Limited-Term Bond Fund              -0.71%              -0.71%

          Lehman Bros. 1-3 year
           Gov't./Corp. Bond Index              1.23%               1.23%

          Lipper Short Investment
           Grade Debt Funds Average             0.10%               0.10%

          GNMA Fund

          T. Rowe Price Summit
           GNMA Fund                           -1.67%              -1.67%

          Salomon Brothers 30-year
           GNMA Index                          -1.42%              -1.42%

          Lehman Brothers GNMA
           Bond Index                          -1.54%              -1.54%

                       Average Annual Compound Rates of Return

                                                1 Yr.               Since
                                                Ended             Inception
                                              10/31/94            10/29/94

          Cash Reserves Fund

          T. Rowe Price Summit
           Cash Reserves Fund                   3.60%               3.60%

          Lipper Money Market Investment
           Funds Average                        3.28%               3.28%

          Limited-Term Bond Fund

          T. Rowe Price Summit
           Limited-Term Bond Fund              -0.71%              -0.71%

          Lehman Bros. 1-3 year
           Gov't./Corp. Bond Index              1.23%               1.23%

          Lipper Short Investment
           Grade Debt Funds Average             0.10%               0.10%



















          PAGE 94
          GNMA Fund

          T. Rowe Price Summit
           GNMA Fund                           -1.67%              -1.67%

          Salomon Brothers 30-year
           GNMA Index                          -1.42%              -1.42%

          Lehman Brothers GNMA
           Bond Index                          -1.54%              -1.54%

          Outside Sources of Information

                From time to time, in reports and promotional literature,
          one or more of the T. Rowe Price funds, including this Fund, may
          compare its performance to Overnight Government Repurchase
          Agreements, Treasury bills, notes, and bonds, certificates of
          deposit, and money market deposit accounts.  Performance may also
          be compared to (1) indices of broad groups of managed and
          unmanaged securities considered to be representative of or
          similar to Fund portfolio holdings; (2) other mutual funds; or
          (3) other measures of performance set forth in publications such
          as:

                Advertising News Service, Inc., "Bank Rate Monitor+ - The
                Weekly Financial Rate Reporter" is a weekly publication
                which lists the yields on various money market instruments
                offered to the public by 100 leading banks and thrift
                institutions in the U.S., including loan rates offered by
                these banks.  Bank certificates of deposit differ from
                mutual funds in several ways:  the interest rate
                established by the sponsoring bank is fixed for the term of
                a CD; there are penalties for early withdrawal from CDs;
                and the principal on a CD is insured.  

                Bloomberg Financial Markets (Cash Reserves Fund only), a
                comprehensive financial data distribution network which
                tracks a broad range of financial markets.

                Donoghue Organization, Inc., "Donoghue's Money Fund Report"
                is a weekly publication which tracks net assets, yield,
                maturity and portfolio holdings on approximately 380 money
                market mutual funds offered in the U.S.  These funds are
                broken down into various categories such as U.S. Treasury,
                Domestic Prime and Euros, Domestic Prime and Euros and
                Yankees, and Aggressive.



















          PAGE 95
                Donoghue's "Money Fund Insights" (Cash Reserves Fund only)
                a monthly publication which tracks net assets, monthly
                yields and 12-month yields on approximately 735 money
                market mutual funds offered in the U.S.  These funds are
                broken down into various categories such as U.S. Treasury,
                Domestic Prime and Euros, and Domestic Prime and Euros and
                Yankees.

                Knight Ridder Financial Services Market Data (Cash Reserves
                Fund only), a financial data delivery network which tracks
                current and historical data on the fixed-income markets.

                First Boston High Yield Index (Limited-Term and GNMA Funds
                only).  It shows statistics on the Composite Index and
                analytical data on new issues in the marketplace and low-
                grade issuers.

                Lipper Analytical Services, Inc., "Lipper-Fixed Income Fund
                Performance Analysis" is a monthly publication which tracks
                net assets, total return, principal return and yield on
                over 1900 fixed income mutual funds offered in the United
                States.

                Merrill Lynch, Pierce, Fenner & Smith, Inc., "Taxable Bond
                Indices" is a monthly publication which lists principal,
                coupon and total return on over 100 different taxable bond
                indices tracked by Merrill Lynch, together with the par
                weighted characteristics of each Index.

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

                Salomon Brothers Inc., "Analytical Record of Yields and
                Yield Spreads" is a publication which tracks historical
                yields and yield spreads on short-term market rates, public
                obligations of the U.S. Treasury and agencies of the U.S.
                Government, public corporate debt obligations, municipal
                debt obligations and preferred stocks.

                Salomon Brothers Inc., "Bond Market Round-up" is a weekly
                publication which tracks the yields and yield spreads on a
                large, but select, group of money market instruments,
                public corporate debt obligations, and public obligations
                of the U.S. Treasury and agencies of the U.S. Government.




















          PAGE 96
                Salomon Brothers Inc., "Market Performance" - a monthly
                publication which tracks principal return, total return and
                yield on the Salomon Brothers Broad investment - Grade Bond
                Index and the components of the Index as well as some money
                market instruments not included in the index.

                Shearson Lehman Brothers, Inc., "The Bond Market Report" -
                a monthly publication which tracks principal, coupon and
                total return on the Shearson Lehman Govt./Corp. Index and
                Shearson Lehman Aggregate Bond Index, as well as all the
                components of these Indices.

                Telerate Systems, Inc., a market data distribution network
                computer system which tracks a broad range of financial
                markets including, the daily rates on money market
                instruments, public corporate debt obligations and public
                obligations of the U.S. Treasury and agencies of the U.S.
                Government.

                Wall Street Journal, is a national daily financial news
                publication which lists the yields and current market
                values on money market instruments, public corporate debt
                obligations, public obligations of the U.S. Treasury and
                agencies of the U.S. Government as well as common stocks,
                preferred stocks, convertible preferred stocks, options and
                commodities; in addition to indices prepared by the
                research departments of such financial organizations as
                Shearson Lehman/American Express Inc., and Merrill Lynch,
                Pierce, Fenner and Smith, Inc., including information
                provided by the Federal Reserve Board.

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

          Benefits of Investing in High-Quality Bond Funds--Limited-Term
          and GNMA Funds

          o     Higher Income

                Bonds have generally provided a higher income than money
                market securities because yield usually increased with
                longer maturities.  For instance, the yield on the 30-year
                Treasury bond usually exceeds the yield on the 1-year
                Treasury bill or 5-year Treasury note.  However, securities
                with longer maturities fluctuate more in price than those
                with shorter maturities.  Therefore, the investor must 


















          PAGE 97
                weigh the advantages of higher yields against the
                possibility of greater fluctuation in the principal value
                of your investment.

          o     Income Compounding

                Investing in bond mutual funds allows investors to benefit
                from easy and convenient compounding because you can
                automatically reinvest monthly dividends in additional fund
                shares.  Each month investors earn interest on a larger
                number of shares.  Also, reinvesting dividends removes the
                temptation to spend the income.

          o     Broad Diversification

                Each share of a mutual fund represents an interest in a
                large pool of securities, so even a small investment is
                broadly diversified by maturity.  Since most bonds trade
                efficiently only in very large blocks, mutual funds provide
                a degree of diversification that may be difficult for
                individual investors to achieve on their own.

          o     Lower Portfolio Volatility

                Investing a portion of one's assets in longer term, high-
                quality bonds can help smooth out the fluctuations in your
                overall investment results, because bond prices do not
                necessarily move with stock prices.  Also, bonds usually
                have higher income yields than stocks, thus increasing the
                total income component of your portfolio.  This strategy
                should also add stability to overall results, as income is
                always a positive component of total return.

          o     Liquidity

                A bond fund can supplement a money market fund or bank
                account as a source of capital for unexpected
                contingencies.  T. Rowe Price fixed-income funds offer you
                easy access to money through free checkwriting and
                convenient redemption and exchange features.  Of course,
                the value of a bond fund's shares redeemed through
                checkwriting may be worth more or less than their value at
                the time of their original purchase.






















          PAGE 98
          Suitability

                High-quality bond funds are most suitable for the following
                objectives:  obtaining a higher current income with minimal
                credit risk; compounding of income over time; or
                diversifying overall investments to reduce volatility.

          IRAs--All Funds

               An IRA is a long-term investment whose objective is to
          accumulate personal savings for retirement.  Due to the long-term
          nature of the investment, even slight differences in performance
          will result in significantly different assets at retirement. 
          Mutual funds, with their diversity of choice, can be used for IRA
          investments.  Generally, individuals may need to adjust their
          underlying IRA investments as their time to retirement and
          tolerance for risk changes.

          Other Features and Benefits--All Funds

               Each Fund is a member of the T. Rowe Price Family of Funds
          and may help investors achieve various long-term investment
          goals, such as investing money for retirement, saving for a down
          payment on a home, or paying college costs.  To explain how the
          Fund could be used to assist investors in planning for these
          goals and to illustrate basic principles of investing, various
          worksheets and guides prepared by T. Rowe Price Associates, Inc.
          and/or T. Rowe Price Investment Services, Inc. may be made
          available.  These currently include: the Asset Mix Worksheet
          which is designed to show shareholders how to reduce their
          investment risk by developing a diversified investment plan: the
          College Planning Guide which discusses various aspects of
          financial planning to meet college expenses and assists parents
          in projecting the costs of a college education for their
          children; the Retirement Planning Kit (also available in a PC
          version) which includes a detailed workbook to determine how much
          money you may need for retirement and suggests how you might
          invest to reach your goal; and the Retirees Financial Guide which
          includes a detailed workbook to determine how much money you can
          afford to spend and still preserve your purchasing power and
          suggest how you might invest to reach your goal.  From time to
          time, other worksheets and guides may be made available as well. 
          Of course, an investment in the Fund cannot guarantee that such
          goals will be met. 

               To assist investors in understanding the different returns
          and risk characteristics of various investments, the 


















          PAGE 99
          aforementioned guides will include presentation of historical
          returns of various investments using published indices.  An
          example of this is shown below.

                     Historical Returns for Different Investments

          Annualized returns for periods ended 12/31/94

                                    50 years   20 years  10 years 5 years

          Small-Company Stocks        14.4%      20.3%     11.1%    11.8%

          Large-Company Stocks        11.9       14.6      14.4      8.7

          Foreign Stocks               N/A       16.3      17.9      1.8

          Long-Term Corporate Bonds    5.3       10.0      11.6      8.4

          Intermediate-Term U.S. 
            Gov't. Bonds               5.6        9.3       9.4      7.5

          Treasury Bills               4.7        7.3       5.8      4.7

          U.S. Inflation               4.5        5.5       3.6      3.5

          Sources:  Ibbotson Associates, Morgan Stanley.  Foreign stocks
          reflect performance of The Morgan Stanley Capital International
          EAFE Index, which includes some 1,000 companies representing the
          stock markets of Europe, Australia, New Zealand, and the Far
          East.  This chart is for illustrative purposes only and should
          not be considered as performance for, or the annualized return
          of, any T. Rowe Price Fund.  Past performance does not guarantee
          future results.    

          Also included will be various portfolios demonstrating how these
          historical indices would have performed in various combinations
          over a specified time period in terms of return.  An example of
          this is shown on the next page.



























          PAGE 100
                        Performance of Retirement Portfolios*


                      Asset Mix      Average Annualized         Value
                                      Returns 20 Years            of
                                       Ended 12/31/94          $10,000
                                                              Investment
                                                             After Period
                   ________________  __________________      ____________

                                         Nominal  Real   Best Worst
          Portfolio Growth Income Safety Return Return** Year Year

          I.   Low
               Risk   40%   40%    20%   12.4%   6.9%   24.9%  0.1%$ 92,515

          II.  Moderate
               Risk   60%   30%    10%   13.5%   8.1%   29.1% -1.8%$118,217

          III. High
               Risk   80%   20%     0%   14.5%   9.1%   33.4% -5.2%$149,200

          Source: T. Rowe Price Associates; data supplied by Lehman
          Brothers, Wilshire Associates, and Ibbotson Associates.

          *   Based on actual performance for the 20 years ended 1993 of
              stocks (85% Wilshire 5000 and 15% Europe, Australia, Far
              East [EAFE] Index), bonds (Lehman Brothers Aggregate Bond
              Index from 1976-94 and Lehman Brothers Government/Corporate
              Bond Index from 1975), and 30-day Treasury bills from
              January 1975 through December 1994.  Past performance does
              not guarantee future results.  Figures include changes in
              principal value and reinvested dividends and assume the same
              asset mix is maintained each year.  This exhibit is for
              illustrative purposes only and is not representative of the
              performance of any T. Rowe Price fund.
          **  Based on inflation rate of 5.5% for the 20-year period ended
              12/31/94.    

          Insights

              From time to time, Insights, a T. Rowe Price publication of
          reports on specific investment topics and strategies, may be
          included in the Fund's fulfillment kit.  Such reports may include
          information concerning:  calculating taxable gains and losses on
          mutual fund transactions, coping with stock market volatility,
          benefiting from dollar cost averaging, understanding 


















          PAGE 101
          international markets, investing in high-yield "junk" bonds,
          growth stock investing, conservative stock investing, value
          investing, investing in small companies, tax-free investing,
          fixed income investing, investing in mortgage-backed securities,
          as well as other topics and strategies.

          Other Publications

              From time to time, in newsletters and other publications
          issued by T. Rowe Price Investment Services, Inc., reference may
          be made to economic, financial and political developments in the
          U.S. and abroad and their effect on securities prices.  Such
          discussions may take the form of commentary on these developments
          by T. Rowe Price mutual fund portfolio managers and their views
          and analysis on how such developments could affect investments in
          mutual funds.

          Redemptions in Kind

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

          Issuance of Fund Shares for Securities

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


                                    CAPITAL STOCK

              The Charter of the T. Rowe Price Summit Funds, Inc. (the
          "Corporation") authorizes its Board of Directors to classify and
          reclassify any and all shares which are then unissued, including
          unissued shares of capital stock into any number of classes or
          series, each class or series consisting of such number of shares
          and having such designations, such powers, preferences, rights,
          qualifications, limitations, and restrictions, as shall be 



















          PAGE 102
          determined by the Board subject to the Investment Company Act and
          other applicable law.  The shares of any such additional classes
          or series might therefore differ from the shares of the present
          class and series of capital stock and from each other as to
          preferences, conversions or other rights, voting powers,
          restrictions, limitations as to dividends, qualifications or
          terms or conditions of redemption, subject to applicable law, and
          might thus be superior or inferior to the capital stock or to
          other classes or series in various characteristics.  The
          Corporation's Board of Directors may increase or decrease the
          aggregate number of shares of stock or the number of shares of
          stock of any class or series that the Funds have authorized to
          issue without shareholder approval.

              Except to the extent that the Corporation's Board of
          Directors might provide by resolution that holders of shares of a
          particular class are entitled to vote as a class on specified
          matters presented for a vote of the holders of all shares
          entitled to vote on such matters, there would be no right of
          class vote unless and to the extent that such a right might be
          construed to exist under Maryland law.  The Charter contains no
          provision entitling the holders of the present class of capital
          stock to a vote as a class on any matter. Accordingly, the
          preferences, rights, and other characteristics attaching to any
          class of shares, including the present class of capital stock,
          might be altered or eliminated, or the class might be combined
          with another class or classes, by action approved by the vote of
          the holders of a majority of all the shares of all classes
          entitled to be voted on the proposal, without any additional
          right to vote as a class by the holders of the capital stock or
          of another affected class or classes.

              Shareholders are entitled to one vote for each full share
          held (and fractional votes for fractional shares held) and will
          vote in the election of or removal of directors (to the extent
          hereinafter provided) and on other matters submitted to the vote
          of shareholders.  There will normally be no meetings of
          shareholders for the purpose of electing directors unless and
          until such time as less than a majority of the directors holding
          office have been elected by shareholders, at which time the
          directors then in office will call a shareholders' meeting for
          the election of directors.  Except as set forth above, the
          directors shall continue to hold office and may appoint successor
          directors.  Voting rights are not cumulative, so that the holders
          of more than 50% of the shares voting in the election of
          directors can, if they choose to do so, elect all the directors
          of the Fund, in which event the holders of the remaining shares 


















          PAGE 103
          will be unable to elect any person as a director.  As set forth
          in the By-Laws of the Corporation, a special meeting of
          shareholders of the Corporation shall be called by the Secretary
          of the Corporation on the written request of shareholders
          entitled to cast at least 10% of all the votes of the Corporation
          entitled to be cast at such meeting.  Shareholders requesting
          such a meeting must pay to the Corporation the reasonably
          estimated costs of preparing and mailing the notice of the
          meeting.  The Corporation, however, will otherwise assist the
          shareholders seeking to hold the special meeting in communicating
          to the other shareholders of the Corporation to the extent
          required by Section 16(c) of the Investment Company Act of 1940.


                       FEDERAL AND STATE REGISTRATION OF SHARES

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


                                    LEGAL COUNSEL

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


                               INDEPENDENT ACCOUNTANTS

              Coopers & Lybrand L.L.P., 217 East Redwood Street,
          Baltimore, Maryland 21202, are independent accountants to the
          Fund.  The financial statements of the Fund for the year ended
          October 31, 1994, and the report of independent accountants are
          included in the Fund's Annual Report for the year ended October
          31, 1994.  A copy of the Annual Report accompanies this Statement
          of Additional Information.  The following financial statements
          and the report of independent accountants appearing in the Annual
          Report for the year ended October 31, 1994, are incorporated into
          this Statement of Additional Information by reference:
























          PAGE 104
                                          CASH
                                        RESERVES              LIMITED-TERM
                                          FUND    GNMA FUND     BOND FUND
                                        ________ ___________   ___________

          Report of Independent
           Accountants                     19        19            19
          Statement of Net Assets,
           October 31, 1994               7-9       13-14         10-12
          Statement of Operations,
           October 29, 1993 (Commencement
           of Operations) to
           October 31, 1994                15        15            15
          Statement of Changes in Net
           Assets, October 29, 1993
           (Commencement of Operations)
           to October 31, 1994             16        16            16
          Notes to Financial Statements,
           October 31, 1994              17-18      17-18         17-18
          Financial Highlights,
           October 29, 1993 (Commencement
           of Operations) to
           October 31, 1994                18        18            18


                             RATINGS OF COMMERCIAL PAPER

          Moody's Investors Service, Inc.  The rating of Prime-1 is the
          highest commercial paper rating assigned by Moody's.  Among the
          factors considered by Moody's in assigning ratings are the
          following:  valuation of the management of the issuer; economic
          evaluation of the issuer's industry or industries and an
          appraisal of speculative-type risks which may be inherent in
          certain areas; evaluation of the issuer's products in relation to
          competition and customer acceptance; liquidity; amount and
          quality of long-term debt; trend of earnings over a period of 10
          years; financial strength of the parent company and the
          relationships which exist with the issuer; and recognition by the
          management of obligations which may be present or may arise as a
          result of public interest questions and preparations to meet such
          obligations.  These factors are all considered in determining
          whether the commercial paper is rated P1, P2, or P3.

          Standard & Poor's Corporation.  Commercial paper rated A (highest
          quality) by S&P has the following characteristics: liquidity
          ratios are adequate to meet cash requirements; long-term senior 



















          PAGE 105
          debt is rated "A" or better, although in some cases "BBB" credits
          may be allowed.  The issuer has access to at least two additional
          channels of borrowing.  Basic earnings and cash flow have an
          upward trend with allowance made for unusual circumstances. 
          Typically, the issuer's industry is well established and the
          issuer has a strong position within the industry.  The
          reliability and quality of management are unquestioned.  The
          relative strength or weakness of the above factors determines
          whether the issuer's commercial paper is rated A1, A2, or A3.

          Fitch Investors Service, Inc.:  Fitch 1 - Highest grade. 
          Commercial paper assigned this rating is regarded as having the
          strongest degree of assurance for timely payment.  Fitch 2 - Very
          good grade.  Issues assigned this rating reflect an assurance of
          timely payment only slightly less in degree than the strongest
          issues.


                         RATINGS OF CORPORATE DEBT SECURITIES

          Moody's Investors Service, Inc.  

          Aaa - Bonds rated Aaa are judged to be of the best quality.  They
          carry the smallest degree of investment risk.

          Aa - Bonds rated Aa are judged to be of high quality by all
          standards.  Together with the Aaa group they comprise what are
          generally known as high grade bonds.

          A - Bonds rated A possess many favorable investment attributes
          and are to be considered as upper medium grade obligations.

          Baa - Bonds rated Baa are considered as medium grade obligations,
          i.e., they are neither highly protected nor poorly secured. 
          Interest payments and principal security appear adequate for the
          present but certain protective elements may be lacking or may be
          characteristically unreliable over any great length of time. 
          Such bonds lack outstanding investment characteristics and in
          fact have speculative characteristics as well.

          Ba - Bonds rated Ba are judged to have speculative elements:
          their future cannot be considered as well assured.  Often the
          protection of interest and principal payments may be very
          moderate and thereby not well safeguarded during both good and
          bad times over the future.  Uncertainty of position characterize
          bonds in this class.



















          PAGE 106
          B - Bonds rated B generally lack characteristics of the desirable
          investment.  Assurance of interest and principal payments of or
          maintenance of other terms of the contract over any long period
          of time may be small.

          Caa - Bonds rated Caa are of poor standing.  Such issues may be
          in default or there may be present elements of danger with
          respect to principal or interest.

          Ca - Bonds rated Ca represent obligations which are speculative
          in a high degree.  Such issues are often in default or have other
          marked short-comings.

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

          Standard & Poor's Corporation

          AAA - This is the highest rating assigned by Standard & Poor's to
          a debt obligation and indicates an extremely strong capacity to
          pay principal and interest.

          AA - Bonds rated AA also qualify as high-quality debt
          obligations.  Capacity to pay principal and interest is very
          strong. 

          A - Bonds rated A have a strong capacity to pay principal and
          interest, although they are somewhat more susceptible to the
          adverse effects of changes in circumstances and economic
          conditions.

          BBB - Bonds rated BBB are regarded as having an adequate capacity
          to pay principal and interest.  Whereas they normally exhibit
          adequate protection parameters, adverse economic conditions or
          changing circumstances are more likely to lead to a weakened
          capacity to pay principal and interest for bonds in this category
          than for bonds in the A category.

          BB, B, CCC, CC - Bonds rated BB, B, CCC, and CC are regarded on
          balance, as predominantly speculative with respect to the
          issuer's capacity to pay interest and repay principal in
          accordance with the terms of the obligation.  BB indicates the
          lowest degree of speculation and CC the highest degree of
          speculation.  While such bonds will likely have some quality and
          protective characteristics, these are outweighed by large
          uncertainties or major risk exposures to adverse conditions.



















          PAGE 107
          D - In default.

          Fitch Investors Service, Inc.

          AAA - High grade, broadly marketable, suitable for investment by
          trustees and fiduciary institutions, and liable to but slight
          market fluctuation other than through changes in the money rate. 
          The prime feature of a "AAA" bond is the showing of earnings
          several times or many times interest requirements for such
          stability of applicable interest that safety is beyond reasonable
          question whenever changes occur in conditions.  Other features
          may enter, such as a wide margin of protection through
          collateral, security or direct lien on specific property. 
          Sinking funds or voluntary reduction of debt by call or purchase
          are often factors, while guarantee or assumption by parties other
          than the original debtor may influence their rating.

          AA - Of safety virtually beyond question and readily salable. 
          Their merits are not greatly unlike those of "AAA" class but a
          bond so rated may be junior though of strong lien, or the margin
          of safety is less strikingly broad.  The issue may be the
          obligation of a small company, strongly secured, but influenced
          as to rating by the lesser financial power of the enterprise and
          more local type of market.









































          


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