T ROWE PRICE SUMMIT MUNICIPAL FUNDS INC
497, 1995-03-22
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          PAGE 1

          Prospectus for the T. Rowe Price Summit Municipal 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

SMC

INVEST WITH CONFIDENCE

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

Prospectus

T. Rowe Price
Summit Municipal Funds

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

A choice of municipal bond and money market funds for investors seeking
tax-exempt income.

Facts at a Glance

Objectives

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

Municipal Money Market Fund. Invests exclusively in high-quality municipal
securities whose income is exempt from federal income taxes. 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.

Municipal Intermediate Fund. Invests primarily in investment-grade municipal
bonds whose income is exempt from federal income taxes. Average effective
maturity will range between five and 10 years. 

Risk/Reward: Higher income than the Municipal Money Fund with less potential
share-price fluctuation than the Municipal Income Fund.

Municipal Income Fund. Invests primarily in long-term investment-grade
municipal bonds whose income is exempt from federal income taxes. Average
maturity will be 10 years or longer.

Risk/Reward: Higher income than the Municipal Intermediate Fund but also
greater potential price fluctuation.

Investor Profile. Investors who can benefit from tax-exempt income because of
their tax bracket and can also meet the $25,000 initial purchase requirement.
A major portion of each fund's income will have to be included in the
alternative minimum tax computation; however, relatively few taxpayers are
required to pay this tax. Not 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, Inc. and its
affiliates managed over $57 billion, including over $5 billion in municipal
bond assets, 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 MUNICIPAL 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                                           26
__________________________________________________________________________

OPENING A NEW ACCOUNT                                      26
__________________________________________________________________________

PURCHASING ADDITIONAL SHARES                               27
__________________________________________________________________________

EXCHANGING AND REDEEMING                                   28
__________________________________________________________________________

SHAREHOLDER SERVICES                                       28
__________________________________________________________________________

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
__________________________________________________________________________

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

Each T. Rowe Price Summit Municipal 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 factors. (See
"How are fund expenses determined?" under "The Funds' Organization and
Management.")

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 each 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 MUNICIPAL FUNDS ARE 100% NO LOAD.

Shareholder Transaction Expenses

                         Money Market Intermediate  Income
__________________________________________________________________________

Sales charge "load" 
  on purchases           None         None          None
__________________________________________________________________________

Sales charge "load" on 
  reinvested dividends   None         None          None
__________________________________________________________________________

Redemption fees          None         None          None
__________________________________________________________________________

Exchange fees            None         None          None
__________________________________________________________________________


Annual Fund Expenses     Percentage of Fiscal 1994 Average Net Assets
                         Money Market Intermediate  Income
__________________________________________________________________________

Management fee*          0.45%        0.50%         0.50%
__________________________________________________________________________

Distribution (12b-1) fee None         None          None
__________________________________________________________________________

Other expenses*          0.00%        0.00%         0.00%
__________________________________________________________________________

Total fund expenses*     0.45%        0.50%         0.50%
__________________________________________________________________________
*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 close your account
     at the end of the time periods shown. 

__________________________________________________________________________

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

                      1 year    3 years   5 years  10 years
__________________________________________________________________________
Money Market            $5        $14       $25       $57
__________________________________________________________________________

Intermediate             5        16        28        63
__________________________________________________________________________

Income                   5        16        28        63
__________________________________________________________________________
Table 2

Financial Highlights

The following table provides information about each fund's financial history.
It is based on a single share outstanding for the period October 29, 1993
(commencement of operations) to October 31, 1994. The table is part of each
fund's financial statements which are included in the funds' annual report and
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.

<TABLE>

<CAPTION>
_________________________________________________________________________________________________________
                    Investment Activities               Distributions

                             Net Realized
             Net                 and           
            Asset             Unrealized     Total
           Value,      Net       Gain        from          Net        Net
Year Ended,BeginningInvestment (Loss) on  Investment   Investment  Realized     Total
October 31 of Period Income   Investments Activities     Income      Gain   Distributions
__________________________________________________________________________________________________________
Money Market Fund
 <S>       <C>      <C>           <C>      <C>          <C>        <C>        <C>      
   1994    $1.000    $0.023       -         $0.023      $(0.023)      -          -

Intermediate Fund
   1994   $10.00     $0.43      $(0.41)     $0.02       $(0.43)       -          -

Income Fund
   1994   $10.00     $0.50      $(0.92)    $(0.42)      $(0.50)       -          -
_________________________________________________________________________________________________________

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

Money Market Fund
  <C>            <C>          <C>              <C>           <C>             <C>    
  $1.000           2.35%      $ 42,592           0.45%*         2.56%*         -

Intermediate Fund
   $9.59           0.18%      $ 13,309           0.50%*         4.50%*       157.5%*

Income Fund
   $9.08          (4.38%)     $  6,453           0.50%*         5.23%*       161.1%*
_________________________________________________________________________________________________________
<FN>
* Annualized
</FN>
_________________________________________________________________________________________________________
Table 3
</TABLE>
Fund, Market, and Risk Characteristics: What to Expect

To help you decide which of the T. Rowe Price Summit Municipal Funds may be
appropriate for you, this section takes a closer look at their special
benefits, the fixed-income markets in which they invest, as well as their
investment programs.

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

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

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 municipal
     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 balance 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.

What is each Summit fund's objective and investment program?

Municipal Money Market Fund. This fund's objectives are preservation of
capital, liquidity, and consistent with these, the highest possible current
income exempt from federal income taxes. The fund's yield will fluctuate in
response to changes in interest rates. Unlike most bank accounts or
certificates of deposit, the fund is not insured or guaranteed by the U.S.
Government.

All securities purchased will have ratings in the two highest categories
established by nationally recognized rating agencies or, if unrated, will be
of equivalent quality as determined by T. Rowe Price. The fund will generally
purchase money market securities with maturities of 13 months or less, and its
dollar-weighted average maturity will not exceed 90 days.

Municipal Intermediate Fund. The fund's objective is to provide the highest
possible income exempt from federal income taxes consistent with moderate
price fluctuation. There is no limit on the maturity of individual securities,
but the fund's dollar-weighted average effective maturity will normally be
between five and 10 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.

The fund will consist primarily of investment-grade municipal bonds rated from
AAA to BBB by a nationally recognized rating agency or, if unrated, the
equivalent as determined by T. Rowe Price. To enhance yield, up to 10% of
total assets may be invested in below-investment-grade bonds, including those
with the lowest rating.
__________________________________________________________________________

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

Municipal Income Fund. The fund's objective is to provide a high level of
income exempt from federal income taxes. The fund will invest primarily in
long-term, investment-grade municipal bonds rated from AAA to BBB by a
nationally recognized rating agency or, if unrated, the equivalent as
determined by T. Rowe Price. The fund may purchase securities of any maturity,
and its dollar-weighted average maturity normally will be 10 years or longer.
To enhance income, up to 20% of assets may be invested in below-investment-
grade securities, including those with the lowest rating. The fund may be
suitable for investors who are comfortable with a higher level of principal
fluctuation than is characteristic of either shorter-term bond funds or
long-term funds investing exclusively in investment-grade bonds.

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

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

 o   Price - Like all bond funds, the fund has a fluctuating share price.
     Money market funds are managed to maintain a stable share price. 

 o   Maturity - Intermediate-term bond funds have longer average maturities
     (from one to five 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 - Intermediate-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
security's entire principal value to the investor. Some types of bonds may
also have an "effective maturity" that is shorter than the stated date. Many
corporate and municipal bonds are "callable," meaning 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 bonds, with each maturity
"weighted" by the percentage of fund assets it represents. Funds that target
effective maturities would use the effective (rather than stated) maturities
of the underlying instruments 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      
Maturity  Coupon  Price Per $1,000 of a Municipal Bond If Interest Rates:

                  Increase              Decrease
                  1%       2%           1%      2%
__________________________________________________________________________

1 Year   4.15%   $990    $981         $1,010  $1,020
__________________________________________________________________________

5 Years  5.20     958     917          1,045   1,092
__________________________________________________________________________

10 Years 5.70     928     862          1,079   1,166
__________________________________________________________________________

20 Years 6.40     896     808          1,121   1,264
__________________________________________________________________________

30 Years 6.50     881     784          1,146   1,327
__________________________________________________________________________
Table 4   Coupons reflect yields on AAA-rated municipals 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.

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.

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 the fund's average effective maturity within the
     ranges and guidelines established in this prospectus.

What are the funds' policies on derivative investments? (Intermediate and
Income Funds)

The fund will invest in derivatives only if the expected rewards and risks or
their effect on the portfolio as a whole are consistent with the funds'
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.

Who issues municipal securities?
__________________________________________________________________________

THESE ARE SOME CHARACTERISTICS OF MUNICIPAL SECURITIES.

State and local governments and governmental authorities sell notes and bonds
(usually called "municipals") to pay for public projects and services.

Who buys municipal securities?

Individuals are the primary investors, and a principal way they invest is
through mutual funds. Prices of municipals may be affected by major changes in
flows of money into or out of municipal funds. For example, substantial and
sustained redemptions from municipal bond funds could result in lower prices
for these securities.

Is interest income from municipal issues always exempt from federal taxes?
__________________________________________________________________________

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

No. For example, since 1986, income from so-called "private activity"
municipals has been subject to the federal alternative minimum tax (AMT). For
example, some bonds financing airports, stadiums, and student loan programs
fall into this category. Shareholders subject to the AMT must include income
derived from private-activity bonds in their AMT calculation. Relatively few
taxpayers are required to pay the tax. The funds will report annually to
shareholders the portion of income, if any, subject to AMT. (Please see
"Distributions and Taxes-Taxes on Fund Distributions.")

Why are yields on municipals usually below those on otherwise comparable
taxable securities?

Since the income provided by most municipals is exempt from federal taxation,
investors are willing to accept lower yields on a municipal bond than on an
otherwise similar (in quality and maturity) taxable bond.

How can I tell if a tax-exempt or taxable fund is more suitable for me?
__________________________________________________________________________

HERE IS SOME INFORMATION TO HELP YOU CHOOSE THE FUND THAT'S RIGHT FOR YOU.

The primary factor is your expected federal income tax rate. The higher your
tax bracket, the more likely tax-exempts will be appropriate. If the after-tax
yield on a taxable bond or money market is less than a municipal fund's
tax-exempt yield, then your income will be higher in the municipal fund. To
find what a taxable fund would have to yield to equal the yield on a municipal
bond, divide the municipal bond's yield by one minus your tax rate. For quick
reference, the table below shows a range of taxable equivalent yields. 
__________________________________________________________________________

If your federal     A tax-free yield of
tax rate is:        
                    2%      3%       4%       5%       6%
                    equals a taxable yield of:
__________________________________________________________________________

28%                 2.8     4.2      5.6      6.9      8.3
__________________________________________________________________________

31%                 2.9     4.3      5.8      7.2      8.7
__________________________________________________________________________

36%                 3.1     4.7      6.3      7.8      9.4
__________________________________________________________________________

39.6%               3.3     5.0      6.6      8.3      9.9
__________________________________________________________________________
Table 5

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

PRICES OF BOND FUND SHARES WILL FLUCTUATE. WHEN YOU SELL YOUR SHARES, YOU MAY
LOSE MONEY.

Investing exclusively in high-quality securities, helps the Money Market Fund
pursue its primary goal-safety of principal. To secure a higher income with
only moderate principal fluctuation, the Intermediate Fund invests at least
90% of assets in investment-grade securities (rated AAA through BBB), which
provide a wider range of income opportunities with some additional credit
risk. In keeping with its higher risk/reward profile, the Income Fund invests
at least 80% of assets in investment-grade securities and may also seek to
enhance income through a maximum position of 20% in below-investment-grade
bonds, 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.")

How can I decide which investments are most appropriate for me?
__________________________________________________________________________

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.

Review your own financial objectives, time horizon, and risk tolerance. Use
the table on the following page, which summarizes the funds' main
characteristics, to help choose a fund (or funds) for your particular needs.
For example, only the money fund provides principal stability, which makes it
a good choice for money you may need for contingencies. However, if you are
investing for the highest possible tax-free income and can tolerate price
fluctuation, you should consider a longer-term bond fund.
__________________________________________________________________________

Differences Among Funds

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

Municipal                         No more than          Two Highest
Money      Lower    Stable        90 days
__________________________________________________________________________

Municipal                                     Primarily Four
Intermediate        Moderate      Moderate    5 to 10 years  Highest
__________________________________________________________________________

Municipal                         10 years and          Primarily Four
Income     Higher   Higher        longer      Highest
__________________________________________________________________________
Table 6

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

EACH FUND CAN INVEST WITHOUT LIMIT IN SECURITIES WHOSE INCOME IS SUBJECT TO
THE ALTERNATIVE MINIMUM TAX. A MAJOR PORTION OF EACH FUND'S ASSETS IS EXPECTED
TO BE INVESTED IN SUCH SECURITIES.

You should review the investment objectives and other details about each fund
set forth on the following pages. Also, be sure to review "Investment Policies
and Practices" in Section 3, which reviews the following topics: Types of
Portfolio Securities (municipal securities, private activity bonds, municipal
lease obligations, securities with puts or other demand features, securities
with credit enhancements, synthetic or derivative securities, private
placements, and high yield/high risk securities); and Types of Management
Practices (cash position, when-issued securities and forwards, interest rate
futures, borrowing money and transferring assets, portfolio turnover, taxable
money market securities, and sector concentration).


2    ABOUT YOUR ACCOUNT

Pricing Shares and Receiving Sale Proceeds

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

How and when shares are priced
__________________________________________________________________________

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

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.

How your purchase, sale, or exchange price is determined
__________________________________________________________________________

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

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

Dividends and other distributions 
__________________________________________________________________________

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

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 dividends 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
__________________________________________________________________________

THE FUNDS SEND TIMELY INFORMATION FOR YOUR TAX FILING NEEDS.

Although the regular monthly income dividends you receive from the funds are
expected to be exempt from federal income taxes (other than the AMT, to the
extent you are subject to it), 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   a fund makes a short- and/or long-term capital gain distribution to your
     account.

Due to 1993 tax legislation, a portion of the capital gains realized on the
sale of market discount bonds with maturities beyond one year may be treated
as ordinary income and cannot be offset by other capital losses. Therefore to
the extent the fund invests in these securities, the likelihood of a taxable
gain distribution will be increased. 

Note: You must report your total tax-exempt income on IRS Form 1040. The IRS
uses this information to help determine the tax status of any social security
payments you may have received during the year.
__________________________________________________________________________

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

Taxes on fund redemptions. When you sell shares in any fund, you may realize a
gain or loss. An exchange from one fund to another is still a sale for tax
purposes. If you realize a loss on the sale or exchange of fund shares held
for six months or less, your capital loss is reduced by the tax-exempt
dividends received on those shares.

In January, the funds 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 is
also 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.
__________________________________________________________________________

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

Taxes on fund distributions. In January, the funds will send you Form 1099-DIV
indicating the tax status of any capital gain distribution made to you. This
information will also be reported to the IRS. All capital gain distributions
are taxable to you for the year in which they are paid. Dividends are expected
to be tax-exempt. 

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 the funds invest in certain "private activity" bonds, shareholders who are
subject to the AMT must include income generated by these bonds in their AMT
computation. The portion of your fund's income which should be included in
your AMT calculation, if any, will be reported to you in January.

Tax effect of buying shares before a capital gain distribution. If you buy
shares near or on the "record date"-the date that establishes you as the
person to receive the upcoming distribution-you will receive in the form of a
taxable distribution a portion of the money you just invested. Therefore, you
may wish to find out a fund's record date before investing. Of course, a
fund's share price may 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 fund 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, 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). 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 the funds?
__________________________________________________________________________

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 each
fund is that a majority of Board members will be independent of T. Rowe Price.

Portfolio Management. Each fund has an Investment Advisory Committee, 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.

Municipal Money Market Fund. Patrice L. Berchtenbreiter, Chairman, Michael P.
Buckley, Patricia S. Deford, Mary J. Miller, William T. Reynolds, and Theodore
E. Robson. Ms. Berchtenbreiter joined T. Rowe Price in 1972 and has been
managing investments since 1986.

Municipal Intermediate Fund. Mary J. Miller, Chairman, Janet G. Albright,
Patricia S. Deford, Charles B. Hill, Konstantine B. Mallas, Laura L. McAree,
and William T. Reynolds. Ms. Miller joined T. Rowe Price in 1983 and has been
managing investments since 1987.

Municipal Income Fund. William T. Reynolds, Chairman, Patricia S. Deford,
Charles B. Hill, Mary J. Miller, Konstantine B. Mallas, Hugh D. McGuirk,
William F. Snider, Jr., and C. Stephen Wolfe, II. Mr. Reynolds has been
managing investments since joining T. Rowe Price in 1981.

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

Shareholder Services. T. Rowe Price Services, Inc., another wholly-owned
subsidiary, acts as the funds' transfer and dividend disbursing agent and
provides shareholder and administrative services. The address for T. Rowe
Price Investment Services, Inc., and T. Rowe Price Services is 100 East Pratt
St., Baltimore, MD 21202. 

How are fund expenses determined?
 
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 a fund may include cumulative or compound average annual
total return figures, which may be compared with various indices, other
performance measures, or other mutual funds.

Cumulative Total Return

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

Average Annual Total Return

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

__________________________________________________________________________

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

Yield

The current or "dividend yield" on the fund or any investment tells you the
relationship between the investment's current level of annual income and its
price on a particular day. The dividend yield reflects the actual income paid
to shareholders for a given period, annualized, and divided by the average
price during the given period. For example, a fund providing $5 of annual
income per share and a price of $50 has a current yield of 10%. Yields can be
calculated for any time period. The Money Market 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 the
funds 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." The funds adhere 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.

__________________________________________________________________________

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

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 Municipal Intermediate Fund is not permitted to invest more than
5% of total assets in residual interest bonds. 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 residual
interest bonds could have significantly more than a 5% impact on the Municipal
Intermediate 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. 

Changes 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 money market 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 its 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 the fund, provided that these
limitations do not apply to a fund's purchases of securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.

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

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

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

Operating policy: Each fund may invest without limitation in bonds subject to
the AMT. 

In addition to general obligation and revenue bonds, the funds' investments
may include, but are not limited to, the following types of securities:

Municipal Lease Obligations. A lease is not a full faith and credit obligation
of the issuer and is usually backed only by the borrowing government's
unsecured pledge to make annual appropriation for lease payments. There have
been challenges to the legality of lease financing in numerous states and,
from time to time, certain municipalities have considered not appropriating
money to make lease payments. In deciding whether to purchase a lease
obligation, a fund would assess the financial condition of the borrower, the
merits of the project, the level of public support for the project, and the
legislative history of lease financing in the state. These securities may be
less readily marketable than other municipals. The funds may also purchase
unrated lease-obligations. Based on information supplied by T. Rowe Price, the
funds' Board of Directors will periodically review the credit quality of
non-rated leases and assess the likelihood of their being cancelled.

Operating policy: Each fund may invest no more than 20% of its total assets in
these obligations.

Securities with "Puts" or other Demand Features. Some longer-term municipals
give the investor the right to "put" or sell the security at par (face value)
within a specified number of days following the investor's request-usually one
to seven days. This demand feature enhances a security's liquidity by
dramatically shortening its effective maturity and enables it to trade at a
price equal to or very close to par. If the demand feature were terminated
prior to being exercised (for example, because the issuer defaulted) the funds
would hold the longer-term security.

Securities with Credit Enhancements. 

 o   Letters of Credit. Letters of credit are issued by a third party,
     usually a bank, to enhance liquidity and/or ensure repayment of
     principal and any accrued interest if the underlying municipal security
     should default.

 o   Municipal Bond Insurance. This insurance, which is usually purchased by
     the bond issuer from a private, nongovernmental insurance company,
     provides an unconditional and irrevocable guarantee that the insured
     bond's principal and interest will be paid when due. Insurance does not
     guarantee the price of a bond or the share price of any fund. The credit
     rating of an insured bond reflects the credit rating of the insurer,
     based on its claims paying ability. T. Rowe Price periodically reviews
     the credit quality of the insurer.

The obligation of a municipal bond insurance company to pay a claim extends
over the life of each insured bond. Although defaults on insured municipal
bonds have been low to date and municipal insurers have met these claims,
there is no assurance this will continue. A higher than expected default rate
could strain the insurer's loss reserves and adversely affect its ability to
pay claims to bondholders, such as the funds. The number of municipal bond
insurers is relatively small, and not all of them have the highest rating.

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

Synthetic or Derivative Securities. 

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

Operating policy: Each fund will not invest more than 5% of its total assets
in residual interest bonds.

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

Operating policy: Each fund will not invest more than 10% of its total assets
in participation interests. 

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

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

Both instruments may be volatile and of limited liquidity and their use may
adversely affect a fund's total return.

Operating policy: Each fund will not invest more than 5% of its total assets
in embedded interest rate swaps and caps. 

Private Placements. The funds may seek to enhance their yield through the
purchase of private placements. These securities are sold through private
negotiations, usually to institutions or mutual funds, and may have resale
restrictions. Their yields are usually higher than comparable public
securities to compensate the investor for their limited marketability.

Operating policy: A fund may not invest more than 15% (10% for Money Market)
of its net assets in illiquid securities, including unmarketable private
placements.

High Yield/High Risk Investing (Intermediate and Income Funds). 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 Intermediate Fund may invest up to 10% of total assets
in below-investment-grade bonds, including those with the lowest rating, and
the Income Fund may invest up to 20% of assets in below-investment-grade
securities, including those with the lowest rating.

Types of Management Practices
__________________________________________________________________________

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

Cash Reserves (Intermediate and Income Funds). The funds will hold a portion
of their assets in short-term, tax-exempt money market securities maturing in
one year or less. The reserve position: provides flexibility in meeting
redemptions, expenses, and the timing of new investments; can help in
structuring a fund's weighted average maturity; and serves as a short-term
defense during periods of unusual market volatility. Each fund's cash reserve
position will be comprised of short-term investment-grade securities including
tax-exempt commercial paper, municipal notes and short-term maturity bonds.
Some of these securities may have adjustable, variable or floating rates.

When-Issued Securities (All Funds) and Forwards (Intermediate and Income
Funds). New issues of municipals are often sold on a "when-issued" basis, that
is, delivery and payment take place 15-45 days after the buyer has agreed to
the purchase. Some bonds, called "forwards," have longer than standard
settlement dates, in some cases exceeding one to three years. When buying
these securities, the funds identify cash or high-grade marketable securities
held by their custodian equal in value to their commitments for these
securities. The funds do not earn interest on when-issued and forward
securities until settlement, and the value of the securities may fluctuate
between purchase and settlement. Municipal "forwards" typically carry a
substantial yield premium to compensate the buyer for their greater interest
rate, credit, and liquidity risks.

Interest Rate Futures (Intermediate and Income Funds). Futures (a type of
potentially high risk derivative) are often used to manage risk or hedge,
because they enable the investor to buy or sell an asset in the future at an
agreed upon price. The funds may buy and sell futures contracts (and options
on such contracts) for a number of reasons including: to manage exposure to
changes in interest rates and municipal prices; as an efficient means of
adjusting its overall exposure to certain markets; to protect portfolio value;
and to adjust the portfolios duration. The fund may purchase, sell, or write
call and put options on securities and financial indices. Futures contracts
may not always be successful hedges; their prices can be highly volatile;
using them could lower the fund's total return and the potential loss from
their use could exceed a fund's initial investment in such contracts.

Operating policy: Initial margin deposits on futures and premiums on options
used for non-hedging purposes will not equal more than 5% of a fund's net
asset value. 

Borrowing Money and Transferring Assets. Each fund can borrow money from banks
as a temporary measure for emergency purposes, to facilitate redemption
requests, or for other proper purposes consistent with each fund's investment
objective and program. 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 policy: Each fund may not transfer as collateral any portfolio
securities except as necessary in connection with permissible borrowings or
investments and then such transfers may not exceed 33 1/3% of the fund's total
assets. Each fund may not purchase additional securities when borrowings
exceed 5% of total assets.

Portfolio Turnover (Intermediate and Income Funds). Each fund generally
purchases securities with the intention of holding them for investment,
however, when market conditions or other circumstances warrant, securities may
be purchased and sold without regard to the length of time held. Due to the
nature of each fund's investment program fund's portfolio turnover rate may
exceed 100%. Although the funds do not expect to generate any taxable income,
a high turnover rate may increase transaction costs and may affect taxes paid
by shareholders to the extent short-term gains are distributed. The annualized
portfolio turnover rates for the Intermediate and Income funds for the fiscal
year ended October 31, 1994 were 157.5% and 161.1%, respectively.

Taxable Securities. During periods of abnormal market conditions, the funds
are permitted to purchase securities whose interest is taxable by the federal
government. The Money Fund can purchase U.S. Government securities maturing in
25 months or less.

Operating policy: The funds may invest without limit in high-quality,
short-term taxable securities for temporary, defensive purposes.

Sector Concentration. It is possible that a fund could have a considerable
amount of assets (25% or more) in securities that would tend to respond
similarly to particular economic or political developments. An example would
be, securities of issuers related to a single industry, such as health care or
nuclear energy. 

Operating policy: A fund will not invest more than 25% of total assets in any
single state or in industrial development bonds of projects in the same
industry (such as solid waste, nuclear utility or airlines). Bonds which are
refunded with escrowed U.S. Government securities are not subject to the 25%
limitation.

Credit Quality Considerations. The credit quality of most bond issues is
evaluated by rating agencies such as Moody's and Standard & Poor's. Credit
quality refers to the issuer's ability to meet all required interest and
principal payments. The highest ratings are assigned to issuers perceived to
be the best credit risks. T. Rowe Price research analysts also evaluate all
portfolio holdings of each fund, including those rated by outside agencies.
The lower the rating on a bond, the higher the yield, other things being
equal.

Table 7 shows the rating scale used by the major rating agencies. T. Rowe
Price considers publicly available ratings, but emphasizes its own credit
analysis when selecting investments.
__________________________________________________________________________

Ratings of Municipal Debt Securities

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

Long-Term           Aaa       AAA            AAA            Highest 
                                             quality
        ________________________________________________________________

        Aa          AA        AA             High 
                                             quality
        ________________________________________________________________

        A           A         A              Upper medium 
                                             grade
        ________________________________________________________________

        Baa         BBB       BBB            Medium 
                                             grade
        ________________________________________________________________

        Ba          BB        BB             Speculative
        ________________________________________________________________

        B           B         B              Highly 
                                             speculative
        ________________________________________________________________

        Caa         CCC, CC   CCC, CC        Vulnerable to 
                                             default
        ________________________________________________________________

        Ca          C         C              Default is 
                                             imminent 
        ________________________________________________________________

        C           D         DDD,DD,D       Probably in 
                                             default
        ________________________________________________________________

        Moody's               S&P            Fitch 
__________________________________________________________________________

Short-              Best      SP1+ Very      F-1+     Except-
Term    MIG1/VMIG1  quality        strong        ionally 
                                   quality       strong 
                                                 quality

                              SP1  Strong    F-1 Very 
                                   grade         strong 
                                                 quality
        _______________________________________________________________

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

        MIG3/VMIG3  Favorable                    F-3  Fair 
                    quality                      credit 
                                                 quality
        _______________________________________________________________

        MIG4/VMIG4  Adequate  SP3  Specula-  F-S Weak 
                    quality        tive grade         credit 
                                                 quality
__________________________________________________________________________

Commer-
cial    P-1  Superior quality A-1+ Extremely     F-1+ Except-
Paper                              strong        ionally 
                                   quality       strong 
                                                 quality
                              A-1  Strong    F-1 Very 
                                   quality       strong 
                                                 quality
        _______________________________________________________________

        P-2  Strong quality   A-2  Satisfac-     F-2  Good
                                   tory          credit
                                   quality       quality
        _______________________________________________________________

        P-3  Acceptable quality    A-3       Adequate      F-3  Fair 
                                   quality       credit 
                                                 quality
                              B    Speculative   F-S  Weak credit 
                                   quality       quality
                              C    Doubtful 
                                   quality
__________________________________________________________________________
Table 7 (continued on next page)


Explanation of Quality Ratings

                Bond 
                Rating Explanation
__________________________________________________________________________

Moody's Investors    Aaa  Highest quality, smallest degree of investment
Service, Inc.        risk.
                _____________________________________________________

                Aa   High quality; together with Aaa bonds, they compose
                     the high-grade bond group.
                _____________________________________________________

                A    Upper-medium grade obligations; many favorable
                     investment attributes.
                _____________________________________________________

                Baa  Medium-grade obligations; neither highly protected
                     nor poorly secured. Interest and principal appear
                     adequate for the present but certain protective
                     elements may be lacking or may be unreliable over
                     any great length of time.
                _____________________________________________________

                Ba   More uncertain, with speculative elements.
                     Protection of interest and principal payments not
                     well safeguarded during good and bad times.
                _____________________________________________________

                B    Lack characteristics of desirable investment;
                     potentially low assurance of timely interest and
                     principal payments or maintenance of other contract
                     terms over time.
                _____________________________________________________

                Caa  Poor standing, may be in default; elements of danger
                     with respect to principal or interest payments.
                _____________________________________________________

                Ca   Speculative in a high degree; could be in default or
                     have other marked shortcomings.
                _____________________________________________________

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

Standard & Poor's    AAA  Highest rating; extremely strong capacity to pay
Corporation          principal and interest.
                _____________________________________________________

                AA   High quality; very strong capacity to pay principal
                     and interest.
                _____________________________________________________

                A    Strong capacity to pay principal and interest;
                     somewhat more susceptible to the adverse effects of
                     changing circumstances and economic conditions.
                _____________________________________________________

                BBB  Adequate capacity to pay principal and interest;
                     normally exhibit adequate protection parameters, but
                     adverse economic conditions or changing
                     circumstances more likely to lead to a weakened
                     capacity to pay principal and interest than for
                     higher-rated bonds.
                _____________________________________________________

                BB, B,     Predominantly speculative with respect to the
                CCC,  issuer's capacity to meet required interest and
                CC    principal payments. BB-lowest degree of specul-
                      ation; CC-the highest degree of speculation.
                      Quality and protective characteristics out-weighed
                      by large uncertainties or major risk exposure to
                      adverse conditions.
                _____________________________________________________

                D     In default.
__________________________________________________________________________

Fitch Investors       AAA  Highest quality; obligor has exceptionally 
Service, Inc.         strong ability to pay interest and repay principal,
                      which is unlikely to be affected by reasonably
                      foreseeable events.
                _____________________________________________________

                AA    Very high quality; obligor's ability to pay
                      interest and repay principal is very strong.
                      Because bonds rated in the AAA and AA categories
                      are not significantly vulnerable to foreseeable
                      future developments, short-term debt of these
                      issuers is generally rated F-1+.
                _____________________________________________________

                A     High quality; obligor's ability to pay interest and
                      repay principal is considered to be strong, but may
                      be more vulnerable to adverse changes in economic
                      conditions and circumstances than higher-rated
                      bonds.
                _____________________________________________________

                BBB   Satisfactory credit quality; obligor's ability to
                      pay interest and repay principal is considered
                      adequate. Unfavorable changes in economic
                      conditions and circumstances are more likely to
                      adversely affect these bonds and impair timely
                      payment. The likelihood that the ratings of these
                      bonds will fall below investment grade is higher
                      than for higher-rated bonds.
                _____________________________________________________

                BB,   Not investment-grade; predominantly speculative
                CCC,  with respect to the issuer's capacity to repay
                CC, C interest and repay principal in accordance with the
                      terms of the obligation for bond        issues not in
                      default. BB is least speculative. C is the most
                      speculative.
__________________________________________________________________________
Table 7 (continued)


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.) 

By Mail
__________________________________________________________________________

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

Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and 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. 

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                  Washington, DC 515 South 
                 Blvd.                          Flower St.
                 Owings Mills, MD                              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 registered
or beneficial account 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
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."

By Mail
__________________________________________________________________________

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

 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
__________________________________________________________________________

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

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."

By Mail

__________________________________________________________________________

REGULAR MAIL
T. ROWE PRICE 
ACCOUNT SERVICES
P.O. BOX 89000
BALTIMORE, MD
21289-0220

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").

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.

Exchange Service
__________________________________________________________________________

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

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

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(registered trademark), 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(registered
trademark), PC*Access(registered trademark) 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. You can 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 MUNICIPAL FUNDS, INC.

                  T. Rowe Price Summit Municipal Money Market Fund 

                T. Rowe Price Summit Municipal Intermediate-Term Fund

                      T. Rowe Price Summit Municipal Income 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

          Capital Stock . . . . . . . .    Options  . . . . . . . . .
          Code of Ethics  . . . . . . .    Participation Interests  .
          Custodian . . . . . . . . . .    Portfolio Management
          Determination of Maturity         Practices . . . . . . . .
           of Securities  . . . . . . .    Portfolio Transactions . .
          Distributor for Funds . . . .    Pricing of Securities  . .
          Dividends . . . . . . . . . .    Principal Holders of
          Federal and State                 Securities  . . . . . . .
           Regulation of Shares . . . .    Ratings of Commercial
          Forwards  . . . . . . . . . .     Paper . . . . . . . . . .
          Futures Contracts . . . . . .    Ratings of Municipal Debt
          Independent Accountants . . .     Securities  . . . . . . .
          Investment Management            Ratings of Municipal Notes
           Services . . . . . . . . . .     and Variable Rate
          Investment in Taxable Money       Securities  . . . . . . .
           Market Securities  . . . . .    Residual Interest
          Investment Objectives and         Bonds . . . . . . . . . .
           Policies . . . . . . . . . .    Risk Factors . . . . . . .
          Investment Performance  . . .    Tax-Exempt vs. Taxable
          Investment Programs . . . . .     Yields  . . . . . . . . .
          Legal Counsel . . . . . . . .    Tax Status . . . . . . . .
          Management of Funds . . . . .    Variable and Floating
          Municipal Securities  . . . .     Rate Securities . . . . .
          Net Asset Value Per              When-Issued Securities . .
           Share  . . . . . . . . . . .    Yield Information  . . . .


                          INVESTMENT OBJECTIVES AND POLICIES

               The following information supplements the discussion of the
          Fund's 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. 
          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.


















          PAGE 4

                          INVESTMENT OBJECTIVES AND PROGRAM

               T. Rowe Price Summit Money Fund -- The objectives of the
          Fund are preservation of capital, liquidity, and, consistent with
          these, the highest possible current income exempt from federal
          income taxes.  An investment in the Fund is neither insured nor
          guaranteed by the U.S. government and there can be no assurance
          that the Fund will be able to maintain a stable net asset value
          of $1.00 per share.

               T. Rowe Price Summit Intermediate Fund -- The objective of
          the Fund is to provide the highest possible income exempt from
          federal income taxes consistent with moderate price fluctuation.

               T. Rowe Price Summit Income Fund -- The objective of the
          Fund is to provided a high level of income exempt from federal
          income taxes.


                                     RISK FACTORS

          All Funds

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


















          PAGE 5
          within a particular classification and between classifications,
          depending on numerous factors.  It should also be pointed out
          that, unlike other types of investments, municipal securities
          have traditionally not been subject to regulation by, or
          registration with, the SEC, although there have been proposals
          which would provide for regulation in the future.

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

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

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

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

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



















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

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

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

               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 each Fund.

          Money Fund

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


















          PAGE 7
          Investment Company Act of 1940 under the supervision of the
          Fund's Board of Directors.  In addition, the Funds may treat
          variable and floating rate instruments with demand features as
          short-term securities pursuant to Rule 2a-7 under the 1940 Act.

               There can be no assurance that the Money Fund will achieve
          its investment objectives or be able to maintain its net asset
          value per share at $1.00.  The price stability and liquidity of
          the Money Fund may not be equal to that of a taxable money market
          fund which exclusively invests in short-term taxable money market
          securities.  The taxable money market is a broader and more
          liquid market with a greater number of investors, issuers, and
          market makers than the short-term municipal securities market. 
          The weighted average maturity of the Fund varies:  the shorter
          the average maturity of a portfolio, the less its price will be
          impacted by interest rate fluctuations.

          Intermediate and Income Funds

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

               Special Risks of High Yield Investing (Intermediate and
          Income Funds).  The Intermediate and Income Funds may invest up
          to 10% and 20%, respectively of their total assets in low quality
          bonds commonly referred to as "junk bonds."  Junk bonds are 


















          PAGE 8
          regarded as predominantly speculative with respect to the
          issuer's continuing ability to meet principal and interest
          payments.  Because investment in low and lower-medium quality
          bonds involves greater investment risk, to the extent the Funds
          invest in such bonds, achievement of their investment objectives
          will be more dependent on T. Rowe Price's credit analysis than
          would be the case if the Fund were investing in higher quality
          bonds.  High yield bonds may be more susceptible to real or
          perceived adverse economic conditions than investment grade
          bonds.  A projection of an economic downturn, or higher interest
          rates, for example, could cause a decline in high yield bond
          prices because the advent of such events could lessen the ability
          of highly leverage issuers to make principal and interest
          payments on their debt securities.  In addition, the secondary
          trading market for high yield bonds may be less liquid than the
          market for higher grade bonds, which can adversely affect the
          ability of a Fund to dispose of its portfolio securities.  Bonds
          for which there is only a "thin" market can be more difficult to
          value inasmuch as objective pricing data may be less available
          and judgment may play a greater role in the valuation process.


                                 INVESTMENT PROGRAMS

          (Throughout the discussion on Investments, the term "the Fund" is
          intended to refer to each of the Funds eligible to invest in the
          security or engage in the practice being described)

                                  Type of Securities

          Municipal Securities

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

               The term "municipal securities" means obligations issued by
          or on behalf of states, territories, and possessions of the
          United States and the District of Columbia and their political
          subdivisions, agencies and instrumentalities, as well as certain
          other persons and entities, the interest from which is exempt 



















          PAGE 9
          from federal income tax.  In determining the tax-exempt status of
          a municipal security, the Fund relies on the opinion of the
          issuer's bond counsel at the time of the issuance of the
          security.  However, it is possible this opinion could be
          overturned, and as a result, the interest received by the Fund
          from such a security might not be exempt from federal income tax.

               Municipal securities are classified by maturity as notes,
          bonds, or adjustable rate securities.

               Municipal Notes.  Municipal notes generally are used to
          provide for short-term operating or capital needs and generally
          have maturities of one year or less.  Municipal notes include:

               Tax Anticipation Notes.  Tax anticipation notes are issued
               to finance working capital needs of municipalities. 
               Generally, they are issued in anticipation of various
               seasonal tax revenue, such as income, property, use and
               business taxes, and are payable from these specific future
               taxes.

               Revenue Anticipation Notes.  Revenue anticipation notes are
               issued in expectation of receipt of other types of revenue,
               such as federal or state revenues available under the
               revenue sharing or grant programs.

               Bond Anticipation Notes.  Bond anticipation notes are issued
               to provide interim financing until long-term financing can
               be arranged.  In most cases, the long-term bonds then
               provide the money for the repayment of the notes.

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

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




















          PAGE 10
               General Obligation Bonds.  Issuers of general obligation
               bonds include states, counties, cities, towns, and special
               districts.  The proceeds of these obligations are used to
               fund a wide range of public projects, including construction
               or improvement of schools, public buildings, highways and
               roads, and general projects not supported by user fees or
               specifically identified revenues.  The basic security behind
               general obligation bonds is the issuer's pledge of its full
               faith and credit and taxing power for the payment of
               principal and interest.  The taxes that can be levied for
               the payment of debt service may be limited or unlimited as
               to the rate or amount of special assessments.  In many cases
               voter approval is required before an issuer may sell this
               type of bond.

               Revenue Bonds.  The principal security for a revenue bond is
               generally the net revenues derived from a particular
               facility, or enterprise, or in some cases, the proceeds of a
               special charge or other pledged revenue source.  Revenue
               bonds are issued to finance a wide variety of capital
               projects including: electric, gas, water and sewer systems;
               highways, bridges, and tunnels; port and airport facilities;
               colleges and universities; and hospitals.  Revenue bonds are
               sometimes used to finance various privately operated
               facilities provided they meet certain tests established for
               tax-exempt status.  

                       Although the principal security behind these bonds
                    may vary, many provide additional security in the form
                    of a mortgage or debt service reserve fund.  Some
                    authorities provide further security in the form of the
                    state's ability (without obligation) to make up
                    deficiencies in the debt service reserve fund.  Revenue
                    bonds usually do not require prior voter approval
                    before they may be issued.

                    Lease Revenue Bonds.  Municipal borrowers may also
                    finance capital improvements or purchases with
                    tax-exempt leases.  The security for a lease is
                    generally the borrower's pledge to make annual
                    appropriations for lease payments.  The lease payment
                    is treated as an operating expense subject to
                    appropriation risk and not a full faith and credit
                    obligation of the issuer.  Lease revenue bonds are
                    generally considered less secure than a general
                    obligation or revenue bond and often do not include a
                    debt service reserve fund.  To the extent the Fund's 


















          PAGE 11
                    Board determines such securities are illiquid, they
                    will be subject to the Fund's limit on illiquid
                    securities.  There have also been certain legal
                    challenges to the use of lease revenue bonds in various
                    states. 

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

                    Each Fund does not expect to invest more than 20% of
                    its total assets in these securities.

                    Pre-refunded/Escrowed to Maturity Bonds.  Certain
                    municipal bonds have been refunded with a later bond
                    issue from the same issuer.  The proceeds from the
                    later issue are used to defease the original issue.  In
                    many cases the original issue cannot be redeemed or
                    repaid until the first call date or original maturity
                    date.  In these cases, the refunding bond proceeds
                    typically are used to buy U.S. Treasury securities that
                    are held in an escrow account until the original call
                    date or maturity date.  The original bonds then become
                    "pre-refunded" or "escrowed to maturity" and are
                    considered as high quality investments.  While still
                    tax-exempt, the security is the proceeds of the escrow
                    account.  To the extent permitted by the Securities and
                    Exchange Commission and the Internal Revenue Service, a
                    Fund's investment in such securities refunded with U.S.
                    Treasury securities will, for purposes of
                    diversification rules applicable to the Fund, be
                    considered as an investment in the U.S. Treasury
                    securities.

                    Private Activity Bonds.  Under current tax law all
                    municipal debt is divided broadly into two groups: 
                    governmental purpose bonds and private activity bonds. 
                    Governmental purpose bonds are issued to finance 


















          PAGE 12
                    traditional public purpose projects such as public
                    buildings and roads.  Private activity bonds may be
                    issued by a state or local government or public
                    authority but principally benefit private users and are
                    considered taxable unless a specific exemption is
                    provided.  

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

                    Industrial Development Bonds.  Industrial development
                    bonds are considered Municipal Bonds if the interest
                    paid is exempt from federal income tax.  They are
                    issued by or on behalf of public authorities to raise
                    money to finance various privately operated facilities
                    for business and manufacturing, housing, sports, and
                    pollution control.  These bonds are also used to
                    finance public facilities such as airports, mass
                    transit systems, ports, and parking. The payment of the
                    principal and interest on such bonds is dependent
                    solely on the ability of the facility's user to meet
                    its financial obligations and the pledge, if any, of
                    real and personal property so financed as security for
                    such payment.

                    Adjustable Rate Securities.  Municipal securities may
          be issued with adjustable interest rates that are reset
          periodically by pre-determined formulas or indexes in order to
          minimize movements in the principal value of the investment. 
          Such securities may have long-term maturities, but may be treated
          as a short-term investment under certain conditions.  Generally,
          as interest rates decrease or increase, the potential for capital
          appreciation or depreciation on these securities is less than for
          fixed-rate obligations.  These securities may take the following
          forms:

                       Variable Rate Securities.  Variable rate
                       instruments are those whose terms provide for the
                       adjustment of their interest rates on set dates and
                       which, upon such adjustment, can reasonably be
                       expected to have a market value that approximates
                       its par value.  Subject to the provisions of Rule 


















          PAGE 13
                       2a-7 under the Investment Company Act of 1940, (1)
                       a variable rate instrument, the principal amount of
                       which is scheduled to be paid in 397 days or less,
                       is deemed to have a maturity equal to the period
                       remaining until the next readjustment of the
                       interest; (2) a variable rate instrument which is
                       subject to a demand feature which entitles the
                       purchaser to receive the principal amount of the
                       underlying security or securities either (i) upon
                       notice of usually 30 days, or (ii), at specified
                       intervals not exceeding 397 days and upon no more
                       than 30 days notice is deemed to have a maturity
                       equal to the longer of the period remaining until
                       the next readjustment of the interest rate or the
                       period remaining until the principal amount can be
                       recovered through demand; and (3) an instrument
                       that is issued or guaranteed by the U.S. government
                       or any agency thereof which has a variable rate of
                       interest readjusted no less frequently than every
                       762 days may be deemed to have a maturity equal to
                       the period remaining until the next readjustment of
                       the interest rate.  Should the provisions of Rule
                       2a-7 change, the Funds will determine the maturity
                       of these securities in accordance with the amended
                       provisions of such rule.

                       Floating Rate Securities.  Floating rate
                       instruments are those whose terms provide for the
                       adjustment of their interest rates whenever a
                       specified interest rate changes and which, at any
                       time, can reasonably be expected to have a market
                       value that approximates its par value.  Subject to
                       the provisions of Rule 2a-7 under the Investment
                       Company Act of 1940, (1) the maturity of a floating
                       rate instrument is deemed to be the period
                       remaining until the date (noted on the face of the
                       instrument) on which the principal amount must be
                       paid, or in the case of an instrument called for
                       redemption, the date on which the redemption
                       payment must be made; and (2) floating rate
                       instruments with demand features are deemed to have
                       a maturity equal to the period remaining until the
                       principal amount can be recovered through demand. 
                       Should the provisions of Rule 2a-7 change, the
                       Funds will determine the maturity of these
                       securities in accordance with the amended
                       provisions of such rule.


















          PAGE 14

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

                       Residual Interest Bonds (Intermediate and Income
                       Funds).  The Funds may purchase municipal bond
                       issues that are structured as two-part, residual
                       interest bond and variable rate security offerings. 
                       The issuer is obligated only to pay a fixed amount
                       of tax-free income that is to be divided among the
                       holders of the two securities.  The interest rate
                       for the holders of the variable rate securities
                       will be determined by an index or auction process
                       held approximately every 7 to 35 days while the
                       bond holders will receive all interest paid by the
                       issuer minus the amount given to the variable rate
                       security holders and a nominal auction fee. 
                       Therefore, the coupon of the residual interest
                       bonds, and thus the income received, will move
                       inversely with respect to short-term, 7 to 35 day
                       tax-exempt interest rates.  There is no assurance
                       that the auction will be successful and that the
                       variable rate security will provide short-term
                       liquidity.  The issuer is not obligated to provide
                       such liquidity.  In general, these securities offer
                       a significant yield advantage over standard
                       municipal securities, due to the uncertainty of the
                       shape of the yield curve (i.e., short term versus
                       long term rates) and consequent income flows.

                         Unlike many adjustable rate securities, residual
                       interest bonds are not necessarily expected to
                       trade at par and in fact present significant market
                       risks.  In certain market environments, residual
                       interest bonds may carry substantial premiums or be
                       at deep discounts.  This is a relatively new
                       product in the municipal market with limited
                       liquidity to date.




















          PAGE 15
                         Each Fund will not invest more than 5% of its
                       total assets in these instruments.

                       Participation Interests.  The Funds may purchase
                       from third parties participation interests in all
                       or part of specific holdings of municipal
                       securities.  The purchase may take different forms: 
                       in the case of short-term securities, the
                       participation may be backed by a liquidity facility
                       that allows the interest to be sold back to the
                       third party (such as a trust, broker or bank) for a
                       predetermined price of par at stated intervals. 
                       The seller may receive a fee from the Funds in
                       connection with the arrangement.

                         In the case of longer term bonds, the
                       Intermediate and Income Funds may purchase
                       interests in a pool of municipal bonds or a single
                       municipal bond or lease without the right to sell
                       the interest back to the third party.

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

                         Each Fund will not invest more than 5% of its
                       total assets in these instruments.

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



















          PAGE 16
                       reduced. At the end of the interest rate swap term,
                       the bond reverts to a single fixed-coupon payment. 
                       Embedded interest rate swaps enhance yields, but
                       also increase interest rate risk.

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

                         Both instruments may be volatile and of limited
                       liquidity and their use may adversely affect a
                       fund's total return.

                         Each Fund will not invest more than 5% of its
                       total assets in these instruments.

                         The Funds may invest in other types of derivative
                       instruments as they become available. 

                    There are, of course, other types of municipal
          securities that are, or may become, available, and the Funds
          reserve the right to invest in them.

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

                                When-Issued Securities

                    New issues of municipal securities are often offered on
          a when-issued basis; that is, delivery and payment for the
          securities normally takes place 15 to 45 days or more after the
          date of the commitment to purchase.  The payment obligation and
          the interest rate that will be received on the securities are
          each fixed at the time the buyer enters into the commitment.  A
          Fund will only make a commitment to purchase such securities with
          the intention of actually acquiring the securities.  However, a
          Fund may sell these securities before the settlement date if it
          is deemed advisable as a matter of investment strategy.  Each
          Fund will maintain cash and/or high-grade marketable debt
          securities with its custodian bank equal in value to commitments 


















          PAGE 17
          for when-issued securities.  Such securities either will mature
          or, if necessary, be sold on or before the settlement date. 
          Securities purchased on a when-issued basis and the securities
          held in a Fund's portfolio are subject to changes in market value
          based upon the public perception of the creditworthiness of the
          issuer and changes in the level of interest rates (which will
          generally result in similar changes in value; i.e., both
          experiencing appreciation when interest rates decline and
          depreciation when interest rates rise).  Therefore, to the extent
          a Fund remains fully invested or almost fully invested at the
          same time that it has purchased securities on a when-issued
          basis, there will be greater fluctuations in its net asset value
          than if it solely set aside cash to pay for when-issued
          securities.  In the case of the Money Fund, this could increase
          the possibility that the market value of the Fund's assets could
          vary from $1.00 per share.  In addition, there will be a greater
          potential for the realization of capital gains, which are not
          exempt from federal income tax.  When the time comes to pay for
          when-issued securities, a Fund will meet its obligations from
          then-available cash flow, sale of securities or, although it
          would not normally expect to do so, from sale of the when-issued
          securities themselves (which may have a value greater or less
          than the payment obligation).  The policies described in this
          paragraph are not fundamental and may be changed by a Fund upon
          notice to its shareholders.

                                       Forwards

          (Intermediate and Income Funds)

                    The Funds may purchase bonds on a when-issued basis
          with longer than standard settlement dates, in some cases
          exceeding one to two years.  In such cases, the Funds must
          execute a receipt evidencing the obligation to purchase the bond
          on the specified issue date, and must segregate cash internally
          to meet that forward commitment.  Municipal "forwards" typically
          carry a substantial yield premium to compensate the buyer for the
          risks associated with a long when-issued period, including: 
          shifts in market interest rates that could materially impact the
          principal value of the bond, deterioration in the credit quality
          of the issuer, loss of alternative investment options during the
          when-issued period, changes in tax law or issuer actions that
          would affect the exempt interest status of the bonds and prevent
          delivery, failure of the issuer to complete various steps
          required to issue the bonds, and limited liquidity for the buyer
          to sell the escrow receipts during the when-issued period.



















          PAGE 18
                    Investment in Taxable Money Market Securities

                    Although the Funds expect to be solely invested in
          municipal securities, for temporary defensive purposes they may
          elect to invest in the taxable money market securities listed
          below (without limitation) when such action is deemed to be in
          the best interests of shareholders.  The interest earned on these
          money market securities is not exempt from federal income tax and
          may be taxable to shareholders as ordinary income.

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

                       U.S. Government Agency Securities - obligations
          issued or guaranteed by U.S. government sponsored enterprises,
          federal agencies, and international institutions.  Some of these
          securities are supported by the full faith and credit of the U.S.
          Treasury; others are supported by the right of the issuer; and
          the remainder are supported only by the credit of the
          instrumentality;

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

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

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

                 Determination of Maturity of Money Market Securities

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




















          PAGE 19
                                  Futures Contracts

                       Futures contracts are a type of potentially high
          risk derivative.    

          Intermediate and Income Funds

          Transactions in Futures

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

                    The Fund will enter into futures contracts which are
          traded on national futures exchanges and are standardized as to
          maturity date and underlying financial instrument.  A public
          market exists in futures contracts covering various taxable fixed
          income securities as well as municipal bonds. Futures exchanges
          and trading in the United States are regulated under the
          Commodity Exchange Act by the Commodity Futures Trading
          Commission ("CFTC").  Although techniques other than the sale and
          purchase of futures contracts could be used for the above-
          referenced purposes, futures contracts offer an effective and
          relatively low cost means of implementing the Fund's objectives
          in these areas.

          Regulatory Limitations

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

                    The Fund may not purchase or sell futures contracts or
          related options if, with respect to positions which do not
          quality as bona fide hedging under applicable CFTC rules, the sum
          of the amounts of initial margin deposits and premiums paid on
          those positions would exceed 5% of the net asset value of the
          Fund after taking into account unrealized profits and unrealized 


















          PAGE 20
          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 traded on a commodities exchange
          will be considered "related options."  This policy may be
          modified by the Board of Directors without a shareholder vote and
          does not limit the percentage of the Fund's assets at risk to 5%.

                    In accordance with the rules of the State of
          California, the Fund will apply the above 5% test without
          excluding the value of initial margin and premiums paid for bona
          fide hedging purposes.
            
                    The Fund's use of futures will not result in leverage. 
          Therefore, to the extent necessary, in instances involving the
          purchase of futures contracts or the writing of calls or put
          options thereon by the Fund, an amount of cash, U.S. government
          securities or other liquid, high-grade debt obligations, equal to
          the market value of the futures contracts and options thereon
          (less any related margin deposits), will be identified in an
          account with the Fund's custodian to cover the position, or
          alternative cover (such as owning an offsetting position) will be
          employed.  Assets used as cover or held in an identified account
          cannot be sold while the position in the corresponding option or
          future is open, unless they are replaced with similar assets.  As
          a result, the commitment of a large portion of a Fund's assets to
          cover or identified accounts could impede portfolio management or
          the Fund's ability to meet redemption requests or other current
          obligations.

                    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.  


















          PAGE 21
                    It is possible that the Fund's hedging activities will
          occur primarily through the use of municipal bond index futures
          contracts since the uniqueness of that index contract should
          better correlate with the Fund's portfolio and thereby be more
          effective.  However, there may be times when it is deemed in the
          best interest of shareholders to engage in the use of Treasury
          bond futures, and the Fund reserves to right to use Treasury bond
          futures at any time.  Use of these futures could occur, as an
          example, when both the Treasury bond contract and municipal bond
          index futures contract are correlating well with municipal bond
          prices, but the Treasury bond contract is trading at a more
          advantageous price making the hedge less expensive with the
          Treasury bond contract than would be obtained with the municipal
          bond index futures contract.  The Fund's activity in futures
          contracts generally will be limited to municipal bond index
          futures contracts and Treasury bond and note contracts.  

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

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

                    These subsequent payments, called "variation margin,"
          to and from the futures broker, are made on a daily basis as the
          price of the underlying assets fluctuate making the long and
          short positions in the futures contract more or less valuable, a 


















          PAGE 22
          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 sale or purchase is effected by entering into an
          offsetting futures contract purchase or sale, respectively, for
          the same aggregate amount of the identical securities and the
          same delivery date.  If the offsetting purchase price is less
          than the original sale price, the Fund realizes a gain; if it is
          more, the Fund realizes a loss.  Conversely, if the offsetting
          sale price is more than the original purchase price, the Fund
          realizes a gain; if it is less, the Fund realizes a loss.  The
          transaction costs must also be included in these calculations. 
          There can be no assurance, however, that the Fund will be able to
          enter into an offsetting transaction with respect to a particular
          futures contract at a particular time.  If the Fund is not able
          to enter into an offsetting transaction, the Fund will continue
          to be required to maintain the margin deposits on the futures
          contract.

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

          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 



















          PAGE 23
          amount that the price of a futures contract may vary either up or
          down from the previous day's settlement price at the end of a
          trading session.  Once the daily limit has been reached in a
          particular type of futures contract, no trades may be made on
          that day at a price beyond that limit.  The daily limit governs
          only price movement during a particular trading day and therefore
          does not limit potential losses, because the limit may prevent
          the liquidation of unfavorable positions.  Futures contract
          prices have occasionally moved to the daily limit for several
          consecutive trading days with little or no trading, thereby
          preventing prompt liquidation of futures positions and subjecting
          some futures traders to substantial losses.

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

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




















          PAGE 24
                    Futures contracts may be closed out only on the
          exchange or board of trade where the contracts were initially
          traded.  Although the Fund intends to purchase or sell futures
          contracts only on exchanges or boards of trade where there
          appears to be an active market, there is no assurance that a
          liquid market on an exchange or board of trade will exist for any
          particular contract at any particular time.  In such event, it
          might not be possible to close a futures contract, and in the
          event of adverse price movements, the Fund would continue to be
          required to make daily cash payments of variation margin. 
          However, in the event futures contracts have been used to hedge
          the underlying instruments, the Fund would continue to hold the
          underlying instruments subject to the hedge until the futures
          contracts could be terminated.  In such circumstances, an
          increase in the price of underlying instruments, if any, might
          partially or completely offset losses on the futures contract. 
          However, as described below, there is no guarantee that the price
          of the underlying instruments will, in fact, correlate with the
          price movements in the futures contract and thus provide an
          offset to losses on a futures contract.  

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

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


















          PAGE 25
          as the market indices used to hedge the portfolios.  It is also
          possible that if the Fund were to hedge against the possibility
          of a decline in the market (adversely affecting the underlying
          instruments held in its portfolio) and prices instead increased,
          the Fund would lose part or all of the benefit of increased value
          of those underlying instruments that it has hedged, because it
          would have offsetting losses in its futures positions.  In
          addition, in such situations, if the Fund had insufficient cash,
          it might have to sell underlying instruments to meet daily
          variation margin requirements.  Such sales of underlying
          instruments might be, but would not necessarily be, at increased
          prices (which would reflect the rising market).  The Fund might
          have to sell underlying instruments at a time when it would be
          disadvantageous to do so.

                    In addition to the possibility that there might be an
          imperfect correlation, or no correlation at all, between price
          movements in the futures contracts and the portion of the
          portfolio being hedged, the price movements of futures contracts
          might not correlate perfectly with price movements in the
          underlying instruments due to certain market distortions.  First,
          all participants in the futures market are subject to margin
          deposit and maintenance requirements.  Rather than meeting
          additional margin deposit requirements, investors might close
          futures contracts through offsetting transactions, which could
          distort the normal relationship between the underlying
          instruments and futures markets.  Second, the margin requirements
          in the futures market are less onerous than margin requirements
          in the securities markets, and as a result the futures market
          might attract more speculators than the securities markets do. 
          Increased participation by speculators in the futures market
          might also cause temporary price distortions.  Due to the
          possibility of price distortion in the futures market and also
          because of the imperfect correlation between price movements in
          the underlying instruments and movements in the prices of futures
          contracts, even a correct forecast of general market trends by T.
          Rowe Price might not result in a successful hedging transaction
          over a very short time period.  

          Options on Futures Contracts

                    The Fund might trade in municipal bond index option
          futures or similar options on futures developed in the future. 
          In addition, the Fund may also trade in options on futures
          contracts on U.S. government securities and any U.S. government
          securities futures index contract which might be developed.  In
          the opinion of T. Rowe Price, there is a high degree of 


















          PAGE 26
          correlation in the interest rate, and price movements of U.S.
          government securities and municipal securities.  However, the
          U.S. government securities market and municipal securities
          markets are independent and may not move in tandem at any point
          in time.

                    The Fund will purchase put options on futures contracts
          to hedge its portfolio of municipal securities against the risk
          of rising interest rates, and the consequent decline in the
          prices of the municipal securities it owns.  The Funds will also
          write call options on futures contracts as a hedge against a
          modest decline in prices of the municipal securities held in the
          Fund's portfolio.  If the futures price at expiration of a
          written call option is below the exercise price, the Fund will
          retain the full amount of the option premium, thereby partially
          hedging against any decline that may have occurred in the Fund's
          holdings of debt securities.  If the futures price when the
          option is exercised is above the exercise price, however, the
          Fund will incur a loss, which may be wholly or partially offset
          by the increase of the value of the securities in the Fund's
          portfolio which were being hedged.

                    Writing a put option on a futures contract serves as a
          partial hedge against an increase in the value of securities the
          Fund intends to acquire.  If the futures price at expiration of
          the option is above the exercise price, the Fund will retain the
          full amount of the option premium which provides a partial hedge
          against any increase that may have occurred in the price of the
          debt securities the Fund intends to acquire.  If the futures
          price when the option is exercised is below the exercise price,
          however, the Fund will incur a loss, which may be wholly or
          partially offset by the decrease in the price of the securities
          the Fund intends to acquire.  

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


















          PAGE 27
          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.

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

          Special Risks of Transactions in Options on Futures Contracts

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



















          PAGE 28
          the case of a written option, the Fund would have to wait to sell
          the underlying securities or futures positions until the option
          expires or is exercised.  The Fund would be required to maintain
          margin deposits on payments until the contract is closed. 
          Options on futures are treated for accounting purposes in the
          same way as the analogous option on securities are treated.

                    In addition, the correlation between movements in the
          price of options on futures contracts and movements in the price
          of the securities hedged can only be approximate.  This risk is
          significantly increased when an option on a U.S. government
          securities future or an option on a municipal securities index
          future is used to hedge a municipal bond portfolio.  Another risk
          is that the movements in the price of options on futures
          contracts may not move inversely with changes in interest rates. 
          If the Fund has written a call option on a futures contract and
          the value of the call increases by more than the increase in the
          value of the securities held as cover, the Fund may realize a
          loss on the call which is not completely offset by the
          appreciation in the price of the securities held as cover and the
          premium received for writing the call.  

                    The successful use of options on futures contracts
          requires special expertise and techniques different from those
          involved in portfolio securities transactions.  A decision of
          whether, when and how to hedge involves skill and judgment, and
          even a well-conceived hedge may be unsuccessful to some degree
          because of unexpected market behavior or interest rate trends. 
          During periods when municipal securities market prices are
          appreciating, the Fund may experience poorer overall performance
          than if it had not entered into any options on futures contracts.

          General Considerations

                    Transactions by the Fund in options on futures will be
          subject to limitations established by each of the exchanges,
          boards of trade or other trading facilities governing the maximum
          number of options in each class which may be written or purchased
          by a single investor or group of investors acting in concert,
          regardless of whether the options are written on the same or
          different exchanges, boards of trade or other trading facilities
          or are held or written in one or more accounts or through one or
          more brokers.  Thus, the number of contracts which the Fund may
          write or purchase may be affected by contracts written or
          purchased by other investment advisory clients of T. Rowe Price. 
          An exchange, board of trade or other trading facility may order 



















          PAGE 29
          the liquidations of positions found to be in excess of these
          limits, and it may impose certain other sanctions.

          Additional Futures and Options Contracts

                    Although the Funds have no current intention of
          engaging in futures or options transactions other than those
          described above, they reserve the right to do so.  Such futures
          and options trading might involve risks which differ from those
          involved in the futures and options described above.

          Federal Tax Treatment of Futures Contracts

                    Although the Fund invests almost exclusively in
          securities which generate income which is exempt from federal
          income taxes, the instruments described above are not exempt from
          such taxes.  Therefore, use of the investment techniques
          described above could result in taxable income to shareholders of
          the Fund.

                    Generally, the Fund is required, for federal income tax
          purposes, to recognize as income for each taxable year its net
          unrealized gains and losses on futures contracts as of the end of
          the year as well as those actually realized during the year. 
          Gain or loss recognized with respect to a futures contract will
          generally be 60% long-term capital gain or loss and 40% short-
          term capital gain or loss, without regard to the holding period
          of the contract.

                    Futures contracts which are intended to hedge against a
          change in the value of securities may be classified as "mixed
          straddles," in which case the recognition of losses may be
          deferred to a later year.  In addition, sales of such futures
          contracts on securities may affect the holding period of the
          hedged security and, consequently, the nature of the gain or loss
          on such security on disposition.

                    In order for the Fund to continue to qualify for
          federal income tax treatment as a regulated investment company,
          at least 90% of its gross income for a taxable year must be
          derived from qualifying income; i.e., dividends, interest, income
          derived from loans of securities, and gains from the sale of
          securities.  Gains realized on the sale or other disposition of
          securities, including futures contracts on securities held for
          less than three months, must be limited to less than 30% of the
          Fund's annual gross income.  In order to avoid realizing
          excessive gains on securities held less than three months, the 


















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

                    The Fund will distribute to shareholders annually any
          net gains which have been recognized for federal income tax
          purposes from futures transactions (including unrealized gains at
          the end of the Fund's fiscal year).  Such distributions will be
          combined with distributions of ordinary income or capital gains
          realized on the Fund's other investments.  Shareholders will be
          advised of the nature of the payments.  The Fund's ability to
          enter into transactions in options on futures contracts may be
          limited by the Internal Revenue Code's requirements for
          qualification as a regulated investment company.

                                Options on Securities

                       Options are another type of potentially high risk
          derivative.    

          Intermediate and Income Funds

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

                               INVESTMENT RESTRICTIONS

          All Funds

                    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 a Fund's
          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, 



















          PAGE 31
          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;

                   (2)   Commodities.  Purchase or sell physical
                         commodities; except that the Funds (other than the
                         Money Fund) may enter into futures contracts and
                         options thereon;

                   (3)   Equity Securities.  Purchase equity securities, or
                         securities convertible into equity securities;

                   (4)   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;

                   (5)   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 


















          PAGE 32
                         publicly-distributed or privately-placed debt
                         securities and purchase debt;

                   (6)   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;

                   (7)   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);

                   (8)   Real Estate.  Purchase or sell real estate or real
                         estate limited partnerships (although it may
                         purchase securities secured by real estate or
                         interests therein, or issued by companies or
                         investment trusts which invest in real estate or
                         interests therein) as permitted by applicable law;

                   (9)   Senior Securities.  Issue senior securities except
                         in compliance with the Investment Company Act of
                         1940;

                   (10)  Taxable Securities. During periods of normal
                         market conditions, purchase any security if, as a
                         result, less than 80% of the Fund's income would
                         be exempt from federal income tax.  The income
                         included under the 80% test doesn't include income
                         from securities subject to the alternative minimum
                         tax (AMT); or

                   (11)  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.


















          PAGE 33

                         NOTES

                         With respect to investment restrictions (1) and
                         (5), the Funds will not borrow from or lend to any
                         other T. Rowe Price Fund unless they apply for and
                         receive an exemptive order from the SEC or the SEC
                         issues rules permitting such transactions.  The
                         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 
                         Money Fund has no current intention of engaging in
                         any borrowing transactions.

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

                         With respect to investment restriction (2), the
                         Funds do not consider hybrid instruments as
                         commodities.

                         With respect to investment restriction (4), U.S.,
                         state or local governments, or related agencies or
                         instrumentalities, are not considered an industry.
                         Industrial development bonds issued by
                         nongovernmental users are not considered municipal
                         securities for purposes of this exception.

                         For purposes of investment restriction (6), the
                         Fund will treat bonds which are refunded with
                         escrowed U.S. government securities as U.S.
                         government securities.

                                  Operating Policies

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

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





















          PAGE 34
                   (2)   Control of Portfolio Companies.  Invest in
                         companies for the purpose of exercising management
                         or control;

                   (3)   Equity Securities.  Purchase any equity security
                         or security convertible into an equity security
                         provided that the Fund (other than the Money Fund)
                         may invest up to 10% of its total assets in equity
                         securities which pay tax-exempt dividends and
                         which are otherwise consistent with the Fund's
                         investment objective and, further provided, that
                         the Money Fund may invest up to 10% of its total
                         assets in equity securities of other tax-free
                         open-end money market funds;

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

                   (5)   Illiquid Securities.  Purchase illiquid securities
                         and securities of unseasoned issuers if, as a
                         result, more than 15% (10% for the Money Fund) 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% Money Fund) limitation;

                   (6)   Investment Companies.  Purchase securities of
                         open-end or closed-end investment companies except
                         in compliance with the Investment Company Act of
                         1940 and applicable state law provided that, the
                         Money Fund may only purchase the securities of
                         other tax-free open-end money market investment
                         companies;

                   (7)   Margin.  Purchase securities on margin, except (i)
                         for use of short-term credit necessary for
                         clearance of purchases of portfolio securities and
                         (ii) it may make margin deposits in connection 



















          PAGE 35
                         with futures contracts or other permissible
                         investments; 

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

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

                   (10)  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; 

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

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

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



















          PAGE 36
                   (14)  Warrants.  Invest in warrants, if, as a result
                         thereof, more than 2% of the value of the net
                         assets of the Fund would be invested in warrants
                         which are not listed on the New York Stock
                         Exchange, the American Stock Exchange, or a
                         recognized foreign exchange, or more than 5% of
                         the value of the net assets of the Fund would be
                         invested in warrants whether or not so listed. 
                         For purposes of these percentage limitations, the
                         warrants will be valued at the lower of cost or
                         market and warrants acquired by the Funds in units
                         or attached to securities may be deemed to be
                         without value.

                   With respect to investment restriction (6), the Funds
                   have no current intention of purchasing the securities
                   of other investment companies.  Duplicate fees could
                   result from any such purchases.

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

                   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.


                         RATINGS OF MUNICIPAL DEBT SECURITIES

          Moody's Investors Service, Inc.  

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




















          PAGE 37
          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.
          B - Bonds rated B generally lack the characteristics of a
          desirable investment.  Assurance of interest and principal
          payments or of maintenance of other terms of the contract over
          any long period of time may be small.
          Caa - Bonds rated Caa are of poor standing.  Such issues may be
          in default or there may be present elements of danger with
          respect to principal or interest.
          Ca - Bonds rated Ca represent obligations which are speculative
          in a high degree.  Such issues are often in default or have other
          marked short-comings.
          C - Lowest-rated; extremely poor prospects of ever attaining
          investment standing.

          Standard & Poor's Corporation

          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 - Debt rated AA has a very strong capacity to pay principal
          and interest and differs from highest rated issues only in a
          small degree.
          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 


















          PAGE 38
          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.  BB
          indicates the lowest degree of speculation and CC the highest
          degree of speculation.  While such bonds will likely have some
          quality and protective characteristics, these are outweighed by
          large uncertainties or major risk exposures to adverse
          conditions.
          D - In default.

          Fitch Investors Service, Inc.  

          AAA - Bonds rated AAA are considered to be investment grade and
          of the highest credit quality.  The obligor has an exceptionally
          strong ability to pay interest and repay principal, which is
          unlikely to be affected by reasonably foreseeable events.
          AA - Bonds rated AA are considered to be investment grade and of
          very high credit quality.  The obligor's ability to pay interest
          and repay principal is very strong, although not quite as strong 
          as bonds rated AAA.  Because bonds rated in the AAA and AA
          categories are not significantly vulnerable to foreseeable future
          developments, short-term debt of these issuers is generally rate
          F-1+.
          A - Bonds rated A are considered to be investment grade and of
          high credit quality.  The obligor's ability to pay interest and
          repay principal is considered to be strong, but may be more
          vulnerable to adverse changes in economic conditions and
          circumstances than bonds with higher ratings.
          BBB - Bonds rated BBB are considered to be investment grade and
          of satisfactory credit quality.  The obligor's ability to pay
          interest and repay principal is considered to be adequate. 
          Adverse changes in economic conditions and circumstances,
          however, are more likely to have adverse impact on these bonds,
          and therefore impair timely payment.  The likelihood that the
          ratings of these bonds will fall below investment grade is higher
          than for bonds with higher ratings.  
          BB, B, CCC, CC, and C are regarded on balance as predominantly
          speculative with respect to the issuer's capacity to repay
          interest and repay principal in accordance with the terms of the
          obligation for bond issues not in default.  BB indicates the
          lowest degree of speculation and C the highest degree of
          speculation.  The rating takes into consideration special
          features of the issue, its relationship to other obligations of
          the issuer, and the current and prospective financial condition
          and operating performance of the issuer.


















          PAGE 39


               RATINGS OF MUNICIPAL NOTES AND VARIABLE RATE SECURITIES

               MOODY'S INVESTORS SERVICE, INC.  VMIG1/MIG-1:  the best
          quality.  VMIG2/MIG-2:  high quality, with margins of protection
          ample though not so large as in the preceding group.  VMIG3/MIG-
          3:  favorable quality, with all security elements accounted for,
          but lacking the undeniable strength of the preceding grades. 
          Market access for refinancing, in particular, is likely to be
          less well established.  VMIG4/MIG4: adequate quality but there is
          specific risk.

               STANDARD & POOR'S CORPORATION.  SP-1:  very strong or strong
          capacity to pay principal and interest.  Those issues determined
          to possess overwhelming safety characteristics will be given a
          plus (+) designation.  SP-2:  satisfactory capacity to pay
          interest and principal.  SP-3:  speculative capacity to pay
          principal and interest.

               FITCH INVESTORS SERVICE.  F-1+:  exceptionally strong credit
          quality, strongest degree of assurance for timely payment.  F-1: 
          Very strong credit quality.  F-2:  Good credit quality, having a
          satisfactory degree of assurance for timely payment.  F-3:  Fair
          credit quality, assurance for timely payment is adequate but
          adverse changes could cause the securities to be rated below
          investment grade.  F-5:  Weak credit quality, having
          characteristics suggesting a minimal degree of assurance for
          timely payment.


                             RATINGS OF COMMERCIAL PAPER

               MOODY'S INVESTORS SERVICES, INC.  P-1:  superior capacity
          for repayment.  P-2:  strong capacity for repayment.  P-3: 
          acceptable capacity for repayment of short-term promissory
          obligations.

               STANDARD & POOR'S CORPORATION.  A-1:  highest category,
          degree of safety regarding timely payment is strong.  Those
          issues determined to possess extremely strong safety
          characteristics are denoted with a plus sign (+) designation.  A-
          2:  satisfactory capacity to pay principal and interest.  A-3: 
          adequate capacity for timely payment, but are vulnerable to
          adverse effects of changes in circumstances than higher rated
          issues.  B and C:  speculative capacity to pay principal and
          interest.


















          PAGE 40

               FITCH INVESTORS SERVICE.  F-1+:  exceptionally strong credit
          quality, strongest degree of assurance for timely payment.  F-1: 
          Very strong credit quality.  F-2:  Good credit quality, having a
          satisfactory degree of assurance for timely payment.  F-3:  Fair
          credit quality, assurance for timely payment is adequate but
          adverse changes could cause the securities to be rated below
          investment grade.  F-5:  Weak credit quality, having
          characteristics suggesting a minimal degree of assurance for
          timely payment.


                                 MANAGEMENT OF FUNDS

               The officers and directors of each 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
          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)


















          PAGE 41
          President, EA Engineering, Inc., Baltimore, Maryland; Address:
          The Legg Mason Tower, 111 South Calvert Street, Suite 2700,
          Baltimore, Maryland 21202
          *WILLIAM T. REYNOLDS, President and Director--Managing Director,
          T. Rowe Price
          *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
          PATRICE L. BERCHTENBREITER, Executive Vice President--Vice
          President, T. Rowe Price
          MARY J. MILLER, Executive Vice President--Managing Director, T.
          Rowe Price
          PATRICIA S. DEFORD, Vice President--Vice President, T. Rowe Price
          CHARLES B. HILL, Vice President--Assistant Vice President, T.
          Rowe Price; formerly (9/86-11/91) managed municipal bonds at
          Riggs National Bank, Washington, D.C.
          CHARLES O. HOLLAND, Vice President--Vice President, T. Rowe Price
          HENRY H. HOPKINS, Vice President--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
          LAURA L. McAREE, Vice President--Assistant Vice President, T.
          Rowe Price; formerly (4/90-11/90) trader, Boeing Company,
          Seattle, Washington and (8/87-3/90) financial analyst, Harvard
          Management Company, Boston, Massachusetts
          KONSTANTINE B. MALLAS, Vice President--Assistant Vice President,
          T. Rowe Price


















          PAGE 42
          THEORDORE E. ROBSON, Vice President--Employee, T. Rowe Price
          C. STEPHEN WOLFE, II, Vice President--Vice President, T. Rowe
          Price
          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
          HUGH D. McGUIRK, Assistant Vice President--Assistant Vice
          President, T. Rowe Price
          EDWARD T. SCHNEIDER, Assistant Vice President--Vice President, T.
          Rowe Price Services, Inc.
          WILLIAM F. SNIDER, JR., Assistant Vice President--Employee, Price
          Associates
          INGRID I. VORDEMBERGE, Assistant Vice President--Employee, T.
          Rowe Price    

                                  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 Municipal Money Market

          Robert P. Black,         $894        N/A            $52,667
          Director

          Calvin W. Burnett,        894        N/A             55,583
          PH.D, Director

          Anthony W. Deering,       894        N/A             66,333
          Director

          F. Pierce Linaweaver,     894        N/A             55,583
          Director

          John G. Schreiber,        894        N/A             55,667
          Director


















          PAGE 43
          Anne Marie Whittemore,    894        N/A             32,667
          Director

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

          William T. Reynolds,       --        N/A                 --
          Directord

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

          Summit Municipal Intermediate

          Robert P. Black,         $874        N/A            $52,667
          Director

          Calvin W. Burnett,        874        N/A             55,583
          PH.D, Director

          Anthony W. Deering,       874        N/A             66,333
          Director

          F. Pierce Linaweaver,     874        N/A             55,583
          Director

          John G. Schreiber,        874        N/A             55,667
          Director

          Anne Marie Whittemore,    874        N/A             32,667
          Director

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

          William T. Reynolds,       --        N/A                 --
          Directord

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

          Summit Municipal Income

          Robert P. Black,         $853        N/A            $52,667
          Director




















          PAGE 44
          Calvin W. Burnett,        853        N/A             55,583
          PH.D, Director

          Anthony W. Deering,       853        N/A             66,333
          Director

          F. Pierce Linaweaver,     853        N/A             55,583
          Director

          John G. Schreiber,        853        N/A             55,667
          Director

          Anne Marie Whittemore,    853        N/A             32,667
          Director

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

          William T. Reynolds,       --        N/A                 --
          Directord

          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.
          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, Reynolds, and Riepe, has been authorized by its
          respective Board of Directors to exercise all powers of the Board
          to manage the Funds in the intervals between meetings of the
          Board, except the powers prohibited by statute from being
          delegated.


                           PRINCIPAL HOLDERS OF SECURITIES

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


















          PAGE 45


                            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
          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 Money Fund; 0.50% for the
          Intermediate Fund; and 0.50% for the Income Fund.  The Fee is
          paid monthly to 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 and multiplying this product by the net assets of
          the Fund for that day, as determined in accordance with the 



















          PAGE 46
          Funds' prospectus as of the close of business on 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 non-recurring 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 for 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.


                                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.

               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 Fund's 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 


















          PAGE 47
          broker-dealer; and offering and selling shares for each Fund. 
          The Underwriting Agreements provide that the Fund is responsible
          for interest, taxes and such non-recurring 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.  The Funds have authorized the
          Bank to deposit certain portfolio securities in central
          depository systems as allowed by federal law.  In addition, the
          Funds are authorized to maintain certain of their securities, in
          particular, variable rate demand notes, in uncertificated form,
          in the proprietary deposit systems of various dealers in
          municipal securities.  The Bank's main office is 225 Franklin
          Street, Boston, Massachusetts 02107.


                                    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 



















          PAGE 48
          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 Fund are made by T. Rowe Price.  T.
          Rowe Price is also responsible for implementing these decisions,
          including the negotiation of commissions and the allocation of
          portfolio brokerage and principal business.  The Fund's purchases
          and sales of portfolio securities are normally done on a
          principal basis and do not involve the payment of a commission
          although they may involve the designation of selling concessions. 
          That part of the discussion below relating solely to brokerage
          commissions would not normally apply to the Funds.  However, it
          is included because T. Rowe Price does manage a significant
          number of common stock portfolios which do engage in agency
          transactions and pay commissions and because some research and
          services resulting from the payment of such commissions may
          benefit the Funds.

          How Brokers and Dealers are Selected

               Fixed Income Securities

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

               T. Rowe Price may effect principal transactions on behalf of
          the Funds 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.  Each Fund may
          receive brokerage and research services in connection with such
          designations in fixed price underwritings.




















          PAGE 49
          How Evaluations are Made of the Overall Reasonableness of
          Brokerage Commissions Paid

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

          Description of Research Services Received from Brokers and
          Dealers

               T. Rowe Price receives a wide range of research services
          from brokers and dealers.  These services include information on
          the economy, industries, groups of securities, individual
          companies, statistical information, accounting and tax law
          interpretations, political developments, legal developments
          affecting portfolio securities, technical market action, pricing
          and appraisal services, credit analysis, risk measurement
          analysis, performance analysis and analysis of corporate
          responsibility issues.  These services provide both domestic and
          international perspective.  Research services are received
          primarily in the form of written reports, computer generated
          services, telephone contacts and personal meetings with security
          analysts.  In addition, such services may be provided in the form
          of meetings arranged with corporate and industry spokespersons,
          economists, academicians and government representatives.  In some
          cases, research services are generated by third parties but are
          provided to T. Rowe Price by or through broker-dealers.

               Research services received from brokers and dealers are
          supplemental to T. Rowe Price's own research effort and, when
          utilized, are subject to internal analysis before being
          incorporated by T. Rowe Price into its investment process.  As a
          practical matter, it would not be possible for T. Rowe Price to
          generate all of the information presently provided by brokers and
          dealers.  T. Rowe Price pays cash for certain research services
          received from external sources.  T. Rowe Price also allocates 


















          PAGE 50
          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.
          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.





















          PAGE 51
          Internal Allocation Procedures

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

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

          Miscellaneous

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

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


















          PAGE 52

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

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

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

          Other

               For the fiscal year ended October 31, 1994, the Money Fund
          engaged in portfolio transactions involving broker-dealers
          totaling $193,850,000.  The amount for the year represented
          principal transactions as to which the Money Fund has no
          knowledge of the profits or losses realized by the respective 


















          PAGE 53
          broker-dealers is $193,850,000.  There were no amounts involving
          trades with brokers acting as agents or underwriters for the
          fiscal year ended October 31, 1994.  For fiscal year ended
          October 31, 1994, no orders were placed with firms which provided
          research, statistical, or other services to T. Rowe Price in
          connection with the management of the Money Fund or, in some
          cases, to the Money Fund.

               For the fiscal year ended October 31, 1994, the Intermediate
          Fund engaged in portfolio transactions involving broker-dealers
          totaling $85,155,000.  For the fiscal year, $81,886,000
          represented principal transactions as to which the Intermediate
          Fund has no knowledge of the profits or losses realized by the
          respective broker-dealers.  For the fiscal year ending October
          31, 1994, $3,270,000 involved trades with brokers acting as
          agents or underwriters, in which such brokers received total
          commission, including discounts received in connection with
          underwritings of $17,000.  For fiscal year ended October 31,
          1994, no orders were 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 Income Fund
          engaged in portfolio transactions involving broker-dealers
          totaling $44,995,000.  For the fiscal year, $41,154,000
          represented principal transactions as to which the Income Fund
          has no knowledge of the profits or losses realized by the
          respective broker-dealers.  For the fiscal year ending October
          31, 1994, $3,841,000 involved trades with brokers acting as
          agents or underwriters, in which such brokers received total
          commission, including discounts received in connection with
          underwritings of $27,000.  For fiscal year ended October 31,
          1994, no orders were 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 Intermediate and Income
          Funds for the fiscal year ended October 31, 1994, were: 157.5%
          and 161.1%, respectively.


                                PRICING OF SECURITIES

               Fixed income securities are generally traded in the over-
          the-counter market.  Investments in securities with remaining
          maturities of one year or more are stated at fair value using a
          bid-side valuation as furnished by dealers who make markets in 


















          PAGE 54
          such securities or by an independent pricing service, which
          considers yield or price of bonds of comparable quality, coupon,
          maturity, and type, as well as prices quoted by dealers who make
          markets in such securities.

               Except with respect to certain securities held by the Money
          Fund, securities with remaining maturities less than one year are
          stated at fair value which is determined by using a matrix system
          that establishes a value for each security based on bid-side
          money market yields.  Securities originally purchased by the
          Money Fund with remaining maturities of 60 days or less are
          valued at amortized cost.  In addition, securities purchased by
          the Money Fund 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.

               There are a number of pricing services available, and the
          Directors of the Funds, 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.

               Securities or other assets for which the above valuation
          procedures are deemed not to reflect fair value will be appraised
          at prices deemed best to reflect their fair value.  Such
          determinations will be made in good faith by or under the
          supervision of officers of each Fund as authorized by the Board
          of Directors.  

            Maintenance of Money Fund's Net Asset Value Per Share at $1.00

               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 


















          PAGE 55
                    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; 

                    (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 (eligible Securities are generally securities
                    which have been rated or whose issuer has been rated or
                    whose issuer has comparable securities rated in one of
                    the two highest rating categories by nationally
                    recognized statistical rating organizations or, in the
                    case of any instrument that is not so rated, is of
                    comparable quality as determined by procedures adopted
                    by the Fund's Board of Directors); 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 net asset value per
                    share or 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 



















          PAGE 56
          supplement dividends in an effort to maintain the net asset value
          at $1.00 per share.


                              NET ASSET VALUE PER SHARE

               The purchase and redemption price of 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
          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.




















          PAGE 57
                                      TAX STATUS

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

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

               At the time of your purchase, 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 the Fund's aggregate net assets included:

                           Realized Capital            Unrealized
             Fund           Gains/(Losses)     Appreciation/(Depreciation)

          Money                $  (1,000)              $  (4,000)
          Intermediate          (352,000)               (293,000)
          Income                (291,000)               (267,000)

               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 or tax-exempt dividends).




















          PAGE 58
               The Funds anticipate acquiring bonds after initial issuance
          at a price less than the principal amount of such bonds ("market
          discount bonds").  Gain on the disposition of such bonds is
          treated as taxable ordinary income to the extent of accrued
          market discount.  Such gains cannot be offset by losses on the
          sale of other securities but must be distributed to shareholders
          annually and taxed as ordinary income.

               Each year, the Funds will mail you information on the tax
          status of dividends and distributions.  The Funds anticipate that
          substantially all of the dividends to be paid by each Fund will
          be exempt from federal income taxes.  If any portion of a Fund's
          dividends is not exempt from federal income taxes, you will
          receive a Form 1099 stating the taxable portion.  The Funds will
          also advise you of the percentage of your dividends, if any,
          which should be included in the computation of alternative
          minimum tax.  Social security recipients who receive interest
          from tax-exempt securities may have to pay taxes on a portion of
          their social security benefit.

               Because the interest on municipal securities is tax exempt,
          any interest on money you borrow that is directly or indirectly
          used to purchase Fund shares is not deductible.  (See Section
          265(2) of the Internal Revenue Code.)  Further, entities or
          persons who are "substantial users" (or persons related to
          "substantial users") of facilities financed by industrial
          development bonds should consult their tax advisers before
          purchasing shares of a Fund.  The income from such bonds may not
          be tax exempt for such substantial users.


                                  YIELD INFORMATION

          Money Fund

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




















          PAGE 59
          Intermediate and Income Funds

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

               An income factor is calculated for each security in the
          portfolio based upon the security's market value at the beginning
          of the period and yield as determined in conformity with
          regulations of the Securities and Exchange Commission.  The
          income factors are then totalled for all securities in the
          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.  A taxable equivalent
          yield is calculated by dividing this yield by one minus the
          effective federal income tax rate.  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 each Fund calculated under the above-described
          method for the month ended October 31, 1994 was:

               Fund

          Money                             2.89%
          Intermediate                      5.16%
          Income                            5.76%

               The tax equivalent yields for these funds for the same
          period were 4.45% (Money Fund), 7.48% (Intermediate Fund), and
          8.35% (Income Fund).  This assumes a federal tax bracket of
          31.0%.  Assuming a federal tax bracket of 28.0%, the tax-
          equivalent yields for the period would be 4.26% (Money Fund),
          7.17% (Intermediate Fund), and 8.00% (Income Fund).




























          PAGE 60
                            TAX-EXEMPT VS. TAXABLE YIELDS

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

          _________________________________________________________________
          Your Taxable Income (1994)++             A Tax-Exempt Yield Of:
                                                     3%  4%  5%  6%  7%
                                            Federal  is Equivalent to a
          Joint Return      Single Return  Tax Rates Taxable Yield of:
          _________________________________________________________________
          $36,901-$89,150   $22,101-$53,500   28.0  4.2  5.6 6.9 8.3  9.7
           89,151-140,000    53,501-115,000   31.0  4.3  5.8 7.2 8.7 10.1
          140,001-250,000   115,001-250,000   36.0  4.7  6.3 7.8 9.4 10.9
          250,001 and above 250,001 and above 39.6  5.0  6.6 8.3 9.9 11.6
          _________________________________________________________________
          Your Taxable Income (1994)++             A Tax-Exempt Yield Of:
                                                     8%   9%   10%  11%
                                            Federal  is Equivalent to a
          Joint Return      Single Return  Tax Rates Taxable Yield of:
          _________________________________________________________________
          $36,901-$89,150   $22,101-$53,500   28.0  11.1 12.5  13.9  15.3
           89,151-140,000    53,501-115,000   31.0  11.6 13.0  14.5  15.9
          140,001-250,000   115,001-250,000   36.0  12.5 14.1  15.6  17.2
          250,001 and above 250,001 and above 39.6  13.2 14.9  16.6  18.2
          _________________________________________________________________
          +  Net amount subject to federal income tax after deductions and
             exemptions.
          ++ Federal rates may vary depending on family size and nature and
             amount of itemized deductions.


                                INVESTMENT PERFORMANCE

          Total Return Performance

               Each Fund's calculation of total return performance includes
          the reinvestment of all capital gain distributions and income
          dividends for the period or periods indicated, without regard to
          tax consequences to a shareholder in the Fund.  Total return is
          calculated as the percentage change between the beginning value
          of a static account in the 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 the Fund.  



















          PAGE 61
          Each average annual compound rate of return is derived from the
          cumulative performance of the Fund over the time period
          specified.  The annual compound rate of return for the 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

          Money Fund                            2.35%               2.35%

          Intermediate Fund                     0.18%               0.18%

          Income Fund                          -4.38%              -4.38%

                       Average Annual Compound Rates of Return

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

          Money Fund                            2.35%               2.35%

          Intermediate Fund                     0.18%               0.18%

          Income Fund                          -4.38%              -4.38%

          All Funds

               From time to time, in reports and promotional literature,
          the Funds' performance will 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:

               Bond Buyer 20 - an estimation of the yield which would be
               offered on 20-year general obligation bonds with a composite
               rating of approximately "A."  Published weekly by The Bond
               Buyer, a trade paper of the municipal securities industry; 

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



















          PAGE 62
               Lipper General Purpose Municipal Bond Avg. - an average of
               municipal mutual funds which invest 60% or more of their
               assets in the top four tax-exempt credit ratings;

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

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

               Lipper Insured Municipal Avg. - an average of municipal
               mutual funds which utilize insured municipal securities for
               65% of their portfolios.

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

               Lipper Insured Municipal Avg. - an average of municipal
               mutual funds which utilize insured municipal securities for
               65% of their portfolios.

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

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

               MIG 1 - Moody's Investment Grade 1 - a short-term note with
               a top quality rating from Moody's Investors Service, Inc.;
               and

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

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




















          PAGE 63
               Information reported in the Bank Rate Monitor, an
          independent publication which tracks the performance of certain
          bank products, such as money market deposit accounts and
          certificates of deposit, will also be used.  Bank certificates of
          deposit differ from mutual funds in several ways:  the interest
          rate established by the sponsoring bank is fixed for the term of
          a CD; there are penalties for early withdrawal from CDs; and the
          principal on a CD is insured.

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

          Other Features and Benefits

               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 saving for a down payment on a home or paying
          college costs.  To explain how a 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 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
          and 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.  From time to time, other worksheets and guides may be
          made available as well.  Of course, an investment in a Fund
          cannot guarantee that such goals will be met. 

               From time to time, Insights, a T. Rowe Price publication of
          reports on specific investment topics and strategies, may be
          included in 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
          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. 






















          PAGE 64
          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 were to receive an in
          kind redemption of portfolio securities of the Funds, brokerage
          fees could be incurred by the shareholder in a subsequent sale of
          such securities.

          Issuance of Fund Shares for Securities

               Transactions involving issuance of Fund shares for
          securities or assets other than cash will be limited to (1) bona
          fide reorganizations; (2) statutory mergers; or (3) other
          acquisitions of portfolio securities that: (a) meet the
          investment objectives and policies of the Funds; (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 Municipal 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 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 


















          PAGE 65
          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
          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 


















          PAGE 66
          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
          Funds.  The financial statements of the Funds for the fiscal year
          ended October 31, 1994, and the report of independent accountants
          are included in the Fund's Annual Report on page 23.  A copy of
          the Annual Report accompanies this Statement of Additional
          Information.  The following financial statements and the report
          of independent accountants appearing in each Annual Report for
          the fiscal year ended October 31, 1994, are incorporated into
          this Statement of Additional Information by reference:































          PAGE 67
                                         MONEY
                                         MARKET  INTERMEDIATE    INCOME
                                          FUND       FUND         FUND
                                        ________  ___________  ___________

          Report of Independent
           Accountants                     23         23           23
          Portfolio of Investments,
           October 31, 1994               7-11       11-14        14-16
          Statement of Assets and
           Liabilities,
           October 31, 1994                17         17           17
          Statement of Operations,
           October 29, 1993 (Commencement
           of Operations) to
           October 31, 1994                18         18           18
          Statement of Changes in Net
           Assets, October 29, 1993
           (Commencement of Operations)
           to October 31, 1994             19         19           19
          Notes to Financial Statements,
           October 31, 1994              20-21       20-21        20-21
          Financial Highlights,
           October 29, 1993 (Commencement
           of Operations) to
           October 31, 1994                22         22           22







































          


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