SEC Filing | T. Rowe Price Group, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

MILLER MARY J

(Last)

(First)

(Middle)

100 E PRATT STREET

C/O T ROWE PRICE GROUP INC

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2004

3. Issuer Name and Ticker or Trading Symbol
PRICE T ROWE GROUP INC [ trow ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	325,222.715	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to buy)	⁽¹⁾	11/10/2004	Common Stock	48,800	8.0625	D
Stock Options (Right to buy)	⁽²⁾	11/01/2005	Common Stock	80,000	13.0625	D
Stock Options (Right to buy)	⁽³⁾	11/18/2006	Common Stock	66,000	18	D
Stock Options (Right to buy)	⁽⁴⁾	11/18/2007	Common Stock	40,000	31.375	D
Stock Options (Right to buy)	⁽⁵⁾	12/21/2008	Common Stock	50,000	35.75	D
Stock Options (Right to buy)	⁽⁶⁾	09/03/2009	Common Stock	50,000	30.75	D
Stock Options (Right to buy)	⁽⁷⁾	11/20/2010	Common Stock	50,000	39	D
Stock Options (Right to buy)	⁽⁸⁾	09/21/2011	Common Stock	50,000	25.7	D
Stock Options (Right to buy)	⁽⁹⁾	07/30/2012	Common Stock	50,000	27.34	D
Stock Options (Right to buy)	⁽¹⁰⁾	12/11/2013	Common Stock	40,000	43.45	D

Explanation of Responses:

1. 11/11/1994 Grant - The option vests 20% annually over a 5 year period beginning on 11/15/1995.

2. 11/01/1995 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/1996.

3. 11/18/1996 Grant - The option vests 20% annually over a 5 year period beginning on 11/20/1997.

4. 11/18/1997 Grant - The option vests 20% annually over a 5 year period beginning on 11/20/1998.

5. 12/21/1998 Grant - The option vests 20% annually over a 5 year period beginning on 12/21/1999.

6. 09/03/1999 Grant - The option vests 20% annually over a 5 year period beginning on 09/03/2000.

7. 11/20/2000 Grant - The option vests 20% annually over a 5 year period beginning on 11/20/2001.

8. 09/21/2001 Grant - The option vests 20% annually over a 5 year period beginning on 09/21/2002.

9. 07/30/2002 Grant - The option vests 20% annually over a 5 year period beginning on 07/30/2003.

10. 12/11/2003 Grant - The option vests 20% annually over a 5 year period beginning on 12/11/2004.

	Mary J. Miller	04/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY

THE UNDERSIGNED, Mary J. Miller, hereby constitutes and appoints, with full
power of substitution, any member of the Executive Committee of the Board of
Directors of T. Rowe Price Group, Inc. (the Corporation) or the Secretary
of the Corporation, the true and lawful attorney-in-fact of the undersigned,
with full power and authority in the name of and for and on behalf of the
undersigned to execute and file any Form 3, Form 4 or Form 5 for the purpose
of reporting securities transactions to the Securities and Exchange Commission
under Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney is made under, and shall be governed pursuant to,
the laws of the State of Maryland.



Date:  April 13, 2004

 /s/___________________________
Mary J. Miller