As filed with the Securities and Exchange Commission on April 21, 1995
                                            Registration No. 33-
______________________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              under
                   THE SECURITIES ACT OF 1933
                                
                                
                 T. ROWE PRICE ASSOCIATES, INC.
     (Exact name of registrant as specified in its charter)

                      100 East Pratt Street
                     Baltimore, Maryland  21202
Maryland            (Address of principal                52-0556948
(State or other      executive offices)                  (I.R.S.
jurisdiction of                                          Employer
incorporation or                                         Identification
 organization)                                           No.)
                  T. ROWE PRICE ASSOCIATES INC.
                 1995 DIRECTOR STOCK OPTION PLAN
                    (Full title of the plan)

    GEORGE A. ROCHE                              Copy to:
    T. Rowe Price Associates, Inc.               HENRY D. KAHN
    100 East Pratt Street                        Piper & Marbury
    Baltimore, Maryland  21202                   36 South Charles Street
    (410) 547-2099                               Baltimore, Maryland  21201
                                                 (410) 576-1686
                                
              (Name, address and telephone number,
           including area code, of agent for service)
                                
                                
                 CALCULATION OF REGISTRATION FEE



Title of         Amount       Proposed maxi-     Proposed maxi-   Amount of
securities to    to be        mum offering       mum aggregate    registration
be registered    registered   price per share    offering price   fee
Common Stock
(par value        70,000          $37.00*         $2,590,000      $893.10
$.20 per share)



*Computed in accordance with Rule 457(c) based on the closing price of the
 registrant's common stock on April 18, 1995.
               

                                 PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following documents have been filed by T.  Rowe  Price
Associates, Inc. (the "Company") with the Securities and Exchange
Commission and are incorporated herein by reference:  (a)  Annual
Report on Form 10-K for the year ended December 31, 1994; and (b)
the  description of the Company's capital stock contained in  its
Registration Statement on Form 8-A, as amended on April 21,  1995
(file number 0-14282).

      All  documents  filed by the Company pursuant  to  Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to  the
date of this Registration Statement and prior to the filing of  a
post-effective  amendment  which indicates  that  all  securities
offered  have  been  sold  or  which deregisters  all  securities
remaining  unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date  of filing of such documents.  Any statement contained in  a
document  incorporated or deemed to be incorporated by  reference
herein  shall be deemed to be modified or superseded for purposes
of  this  Registration Statement to the extent that  a  statement
contained  herein  or  in any other subsequently  filed  document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  The documents required to
be  so  modified or superseded shall not be deemed, except as  so
modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.  [Not required].

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters in connection with the issuance of the
Common  Stock  offered by this Registration Statement  are  being
passed  upon  for  the Company by Piper & Marbury  of  Baltimore,
Maryland.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Company are indemnified under
Section 2-418 of the Corporations and Associations Article of the
Annotated  Code of Maryland, and under Article EIGHTH, Section  7
of the Registrant's charter.

      As  permitted under Subsection (k) of Section 2-418 of  the
Corporations  and Associations Article of the Annotated  Code  of
Maryland,  the Company has purchased and maintains  insurance  on
behalf  of  its  directors  and officers  against  any  liability
asserted  against such directors and officers in their capacities
as  such  whether  or not the Company would  have  the  power  to
indemnify  such persons under the provisions of the Maryland  law
governing indemnification.

      As permitted by Maryland Law, Article Eighth, Section 8  of
the  Company's  Charter  limits the  monetary  liability  of  its
directors and officers to the Company and its stockholders to the
maximum  extent permitted by Maryland law in effect from time  to
time.  Section 8 of Article Eighth provides as follows:

          Section 8.  To the fullest extent permitted by Maryland
     statutory  or decisional law, as amended or interpreted,  no
     director  or officer of this Corporation shall be personally
     liable  to  the  Corporation or its stockholders  for  money
     damages.  No amendment of the charter of the Corporation  or
     repeal of any of its provisions shall limit or eliminate the
     benefits  provided  to  directors and  officers  under  this
     provision with respect to any act or omission which occurred
     prior to such amendment or repeal.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.  Not
          applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number    Description

 5        Opinion  of  Piper  &  Marbury  (contains  Consent   of
          Counsel).

 10.1     1995   Director  Stock  Option  Plan  of  the   Company
          (incorporated   by  reference  from  the   registrant's
          definitive  proxy statement for the annual  meeting  of
          stockholders held on April 6, 1995).

 10.2     Form of Non-Qualified Stock Option Agreement.

 23.1     Consent of Counsel (contained in Exhibit 5).

 23.2     Consent of Independent Accountants.

 24       Power of Attorney.

ITEM 9.   UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales
are  being  made, a post-effective amendment to this registration
statement:

              (i)  To  include any prospectus required by section
10(a)(3) of Securities Act of 1933;

              (ii)  To  reflect in the prospectus  any  facts  or
events  arising  after  the effective date  of  the  registration
statement  (or the most recent post-effective amendment  thereof)
which,  individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  registration
statement;

              (iii)  To  include  any material  information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2)  That, for the purpose of determining any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

         (3)  To  remove from registration by means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

         The  undersigned registrant hereby undertakes that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
section 13(a) or section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may be  permitted  to  directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.


                           SIGNATURES

         Pursuant  to the requirements of the Securities  Act  of
1933, the registrant certifies that it has reasonable grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Baltimore, and the State of Maryland on this 21st day
of April, 1995.

                              T. ROWE PRICE ASSOCIATES, INC.


                              By: /s/
                                  George J. Collins
                                  President, Chief Executive
                                  Officer and Managing Director


        Pursuant  to  the requirements of the Securities  Act  of
1933,  this registration statement has been signed below  by  the
following persons in the capacities and on the date indicated.


Principal Executive Officer:

/s/                       President, Chief        Date: April 21, 1995
George J. Collins         Executive Officer
                          and Managing
                          Director


Principal Financial Officer:

/s/                       Managing                Date: April 21, 1995
George A. Roche           Director and
                          Chief Financial Officer


Principal Accounting Officer:

/s/                        Managing Director       Date: April 21, 1995
Alvin M. Younger, Jr.      Treasurer and
                           Secretary



A Majority of the Board of Directors:

Thomas H. Broadus, Jr., George J. Collins, Carter O. Hoffman,
Henry H. Hopkins, James S. Riepe, George A. Roche, and M. David
Testa.


By:/s/                   For himself               Date: April 21, 1995
   George A. Roche       and as
                         Attorney-in-Fact



                         EXHIBIT INDEX

Exhibit
Number          Description      

 5              Opinion of Piper & Marbury (contains
                Consent of Counsel).

10.2            Form of Non-Qualified Stock Option Agreement.

23.1            Consent of Counsel (contained in Exhibit 5).

23.2            Consent of Independent Accountants.

24              Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12256}]
{"company-data": {"conformed-name": "PRICE T ROWE ASSOCIATES INC /MD/", "cik": "0000080255", "assigned-sic": "0000", "irs-number": "520556948", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58749", "film-number": "95530398"}, "business-address": {"street1": "100 EAST PRATT ST", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "3015472000"}, "mail-address": {"street1": "100 EAST PRATT STREET", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
As filed with the Securities and Exchange Commission on April 21, 1995
                                            Registration No. 33-
______________________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              under
                   THE SECURITIES ACT OF 1933
                                
                                
                 T. ROWE PRICE ASSOCIATES, INC.
     (Exact name of registrant as specified in its charter)

                      100 East Pratt Street
                     Baltimore, Maryland  21202
Maryland            (Address of principal                52-0556948
(State or other      executive offices)                  (I.R.S.
jurisdiction of                                          Employer
incorporation or                                         Identification
 organization)                                           No.)
                  T. ROWE PRICE ASSOCIATES INC.
                 1995 DIRECTOR STOCK OPTION PLAN
                    (Full title of the plan)

    GEORGE A. ROCHE                              Copy to:
    T. Rowe Price Associates, Inc.               HENRY D. KAHN
    100 East Pratt Street                        Piper & Marbury
    Baltimore, Maryland  21202                   36 South Charles Street
    (410) 547-2099                               Baltimore, Maryland  21201
                                                 (410) 576-1686
                                
              (Name, address and telephone number,
           including area code, of agent for service)
                                
                                
                 CALCULATION OF REGISTRATION FEE

Title of         Amount       Proposed maxi-     Proposed maxi-   Amount of
securities to    to be        mum offering       mum aggregate    registration
be registered    registered   price per share    offering price   fee
Common Stock
(par value        70,000          $37.00*         $2,590,000      $893.10
$.20 per share)

*Computed in accordance with Rule 457(c) based on the closing price of the
 registrant's common stock on April 18, 1995.
               

                                 PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following documents have been filed by T.  Rowe  Price
Associates, Inc. (the "Company") with the Securities and Exchange
Commission and are incorporated herein by reference:  (a)  Annual
Report on Form 10-K for the year ended December 31, 1994; and (b)
the  description of the Company's capital stock contained in  its
Registration Statement on Form 8-A, as amended on April 21,  1995
(file number 0-14282).

      All  documents  filed by the Company pursuant  to  Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to  the
date of this Registration Statement and prior to the filing of  a
post-effective  amendment  which indicates  that  all  securities
offered  have  been  sold  or  which deregisters  all  securities
remaining  unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date  of filing of such documents.  Any statement contained in  a
document  incorporated or deemed to be incorporated by  reference
herein  shall be deemed to be modified or superseded for purposes
of  this  Registration Statement to the extent that  a  statement
contained  herein  or  in any other subsequently  filed  document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  The documents required to
be  so  modified or superseded shall not be deemed, except as  so
modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.  [Not required].

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters in connection with the issuance of the
Common  Stock  offered by this Registration Statement  are  being
passed  upon  for  the Company by Piper & Marbury  of  Baltimore,
Maryland.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Company are indemnified under
Section 2-418 of the Corporations and Associations Article of the
Annotated  Code of Maryland, and under Article EIGHTH, Section  7
of the Registrant's charter.

      As  permitted under Subsection (k) of Section 2-418 of  the
Corporations  and Associations Article of the Annotated  Code  of
Maryland,  the Company has purchased and maintains  insurance  on
behalf  of  its  directors  and officers  against  any  liability
asserted  against such directors and officers in their capacities
as  such  whether  or not the Company would  have  the  power  to
indemnify  such persons under the provisions of the Maryland  law
governing indemnification.

      As permitted by Maryland Law, Article Eighth, Section 8  of
the  Company's  Charter  limits the  monetary  liability  of  its
directors and officers to the Company and its stockholders to the
maximum  extent permitted by Maryland law in effect from time  to
time.  Section 8 of Article Eighth provides as follows:

          Section 8.  To the fullest extent permitted by Maryland
     statutory  or decisional law, as amended or interpreted,  no
     director  or officer of this Corporation shall be personally
     liable  to  the  Corporation or its stockholders  for  money
     damages.  No amendment of the charter of the Corporation  or
     repeal of any of its provisions shall limit or eliminate the
     benefits  provided  to  directors and  officers  under  this
     provision with respect to any act or omission which occurred
     prior to such amendment or repeal.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.  Not
          applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number    Description

 5        Opinion  of  Piper  &  Marbury  (contains  Consent   of
          Counsel).

 10.1     1995   Director  Stock  Option  Plan  of  the   Company
          (incorporated   by  reference  from  the   registrant's
          definitive  proxy statement for the annual  meeting  of
          stockholders held on April 6, 1995).

 10.2     Form of Non-Qualified Stock Option Agreement.

 23.1     Consent of Counsel (contained in Exhibit 5).

 23.2     Consent of Independent Accountants.

 24       Power of Attorney.

ITEM 9.   UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales
are  being  made, a post-effective amendment to this registration
statement:

              (i)  To  include any prospectus required by section
10(a)(3) of Securities Act of 1933;

              (ii)  To  reflect in the prospectus  any  facts  or
events  arising  after  the effective date  of  the  registration
statement  (or the most recent post-effective amendment  thereof)
which,  individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  registration
statement;

              (iii)  To  include  any material  information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2)  That, for the purpose of determining any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

         (3)  To  remove from registration by means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

         The  undersigned registrant hereby undertakes that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
section 13(a) or section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may be  permitted  to  directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

         Pursuant  to the requirements of the Securities  Act  of
1933, the registrant certifies that it has reasonable grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Baltimore, and the State of Maryland on this 21st day
of April, 1995.

                              T. ROWE PRICE ASSOCIATES, INC.

                              By: /s/
                                  George J. Collins
                                  President, Chief Executive
                                  Officer and Managing Director

        Pursuant  to  the requirements of the Securities  Act  of
1933,  this registration statement has been signed below  by  the
following persons in the capacities and on the date indicated.

Principal Executive Officer:

/s/                       President, Chief        Date: April 21, 1995
George J. Collins         Executive Officer
                          and Managing
                          Director

Principal Financial Officer:

/s/                       Managing                Date: April 21, 1995
George A. Roche           Director and
                          Chief Financial Officer

Principal Accounting Officer:

/s/                        Managing Director       Date: April 21, 1995
Alvin M. Younger, Jr.      Treasurer and
                           Secretary

A Majority of the Board of Directors:

Thomas H. Broadus, Jr., George J. Collins, Carter O. Hoffman,
Henry H. Hopkins, James S. Riepe, George A. Roche, and M. David
Testa.

By:/s/                   For himself               Date: April 21, 1995
   George A. Roche       and as
                         Attorney-in-Fact

                         EXHIBIT INDEX

Exhibit
Number          Description      

 5              Opinion of Piper & Marbury (contains
                Consent of Counsel).

10.2            Form of Non-Qualified Stock Option Agreement.

23.1            Consent of Counsel (contained in Exhibit 5).

23.2            Consent of Independent Accountants.

24              Power of Attorney.