Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gitlin Michael C.
 2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2009		 3. Issuer Name and Ticker or Trading Symbol
PRICE T ROWE GROUP INC [TROW]
(Last)
(First)
(Middle)
T. ROWE PRICE, 100 EAST PRATT STREET		 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 Original Filed(Month/Day/Year)
(Street)

BALTIMORE, MD 21202		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 79,047.996
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) 09/04/2008(1) 09/04/2017 Common Stock 50,000 $ 52.14 D  
Stock Options (Right to Buy) 09/06/2008(2) 09/06/2017 Common Stock 36,000 $ 50.02 D  
Stock Options (Right to Buy) 09/04/2009(3) 09/04/2018 Common Stock 60,000 $ 57.08 D  
Stock Options (Right to Buy) 11/01/2010(4) 02/12/2019 Common Stock 45,000 $ 27.47 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gitlin Michael C.
T. ROWE PRICE
100 EAST PRATT STREET
BALTIMORE, MD 21202		       Vice President  

Signatures

/s/ Michael C. Gitlin 05/15/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 09/04/2007 Grant - The option vests 20% annually over a 5 year period beginning on 09/04/2008.
(2) 09/06/2007 Grant - The option vests 20% annually over a 5 year period beginning on 09/06/2008.
(3) 09/04/2008 Grant - The option vests 20% annually over a 5 year period beginning on 09/04/2009.
(4) 02/12/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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