As filed with the Securities and Exchange Commission on December 1, 2004
Registration No. 33-37573

SECURITIES AND EXCHANGE COMMISSION

POST-EFFECTIVE AMENDMENT NO. 2
TO

T. ROWE PRICE GROUP, INC.

T. ROWE PRICE GROUP, INC. 1990 STOCK INCENTIVE PLAN
(Full title of plan)

EXPLANATORY NOTES

     The Registrant is filing this Post-Effective Amendment No. 2 to deregister certain securities originally registered pursuant to the Registration Statement on Form S-8 filed on November 1, 1990 (file no. 33-37573) with respect to shares of the Registrant’s Common Stock, par value $.20 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Registrant’s 1990 Stock Incentive Plan (the “1990 Plan”).

     The Registrant has since adopted two new stock incentive plans, the T. Rowe Price Group, Inc. 2001 Stock Incentive Plan (the “2001 Plan”) and the T. Rowe Price Group, Inc. 2004 Stock Incentive Plan (the “2004 Plan”). The 1990 Plan was terminated effective as of April 4, 2001. All shares remaining available for issuance under the 1990 Plan on April 4, 2001 that were not otherwise subject to outstanding awards are hereby deregistered by this Post-Effective Amendment No. 2. Since April 4, 2001 to the date of this filing, awards with respect to 140,254 shares under the 1990 Plan were forfeited, expired or were canceled under the terms of the 1990 Plan (the “Carried Forward Shares”).

     Contemporaneously with the filing of this Post-Effective Amendment No. 2, the Registrant is filing Registration Statements on Form S-8 to register the Carried Forward Shares for offer or sale pursuant to the 2001 Plan or the 2004 Plan, as applicable. In accordance with the principles set forth in Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July 1997) and Instruction E to the General Instructions to Form S-8, this Post-Effective Amendment No. 2 is hereby filed to reallocate the Carried Forward Shares from the 1990 Plan to the 2001 Plan or the 2004 Plan.

     This Post-Effective Amendment to the Registration Statement shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 464 under the Securities Act of 1933.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, T. Rowe Price Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on this 1st day of December, 2004.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 has been signed below by the following persons in the capacities and on the date indicated.

A majority of the Board of Directors:

Edward C. Bernard, James T. Brady, J. Alfred Broaddus, Jr., D. William J. Garrett, Donald B. Hebb, Jr., James A.C. Kennedy, James S. Riepe, George A. Roche, Brian C. Rogers, Dr. Alfred Sommer, Dwight S. Taylor, Anne Marie Whittemore

EXHIBIT INDEX

EXHIBIT 24

T. ROWE PRICE GROUP, INC.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of T. Rowe Price Group, Inc., a Maryland corporation, constitute and appoint George A. Roche, Joseph P. Croteau and Barbara A. Van Horn, or any one of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned in their respective names as directors and officers of T. Rowe Price Group, Inc., its Registration Statement on Form S-8, any amendment (including post-effective amendments) or supplement thereto, and any Post-Effective Amendments to Registration Statements on Form S-8, relating to the offer and sale of common stock of T. Rowe Price Group, Inc. pursuant to the 2004 Stock Incentive Plan, its Registration Statement on Form S-8, any amendment (including post-effective amendments) or supplement thereto, and any Post-Effective Amendments to Registration Statements on Form S-8, relating to the offer and sale of common stock of T. Rowe Price Group, Inc. pursuant to the 2001 Stock Incentive Plan, its Post-Effective Amendment No. 3 to Form S-8 for the 1996 Stock Incentive Plan, its Post-Effective Amendment No. 3 to Form S-8 for the 1993 Stock Incentive Plan, and its Post-Effective Amendment No. 2 to Form S-8 for the 1990 Stock Incentive Plan, to be filed with the Securities and Exchange Commission under the Securities Act of 1933. We hereby confirm all acts taken by such agents and attorneys-in-fact, or any one or more of them, as herein authorized.