SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KENNEDY JAMES A C

(Last)

(First)

(Middle)

100 E. PRATT STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRICE T ROWE GROUP INC [ TROW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2006		A	V	46.583	A	$37.5675⁽¹⁾	2,333,176.165⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$12.85							⁽³⁾	09/21/2011	Common Stock	7,600		7,600⁽⁴⁾	D
Incentive Stock Option (right to buy)	$13.67							⁽⁵⁾	07/30/2012	Common Stock	7,200		7,200⁽⁴⁾	D
Incentive Stock Option (right to buy)	$17.875							⁽⁶⁾	12/21/2008	Common Stock	5,600		5,600⁽⁴⁾	D
Incentive Stock Option (right to buy)	$19.5							⁽⁷⁾	11/20/2010	Common Stock	5,000		5,000⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	$12.85							⁽³⁾	09/21/2011	Common Stock	152,400		152,400⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	$13.67							⁽⁵⁾	07/30/2012	Common Stock	92,800		92,800⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	$15.375							⁽⁸⁾	09/03/2009	Common Stock	153,400		153,400⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	$15.6875							⁽⁹⁾	11/18/2007	Common Stock	114,000		114,000⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	$17.875							⁽⁶⁾	12/21/2008	Common Stock	194,400		194,400⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	$19.5							⁽⁷⁾	11/20/2010	Common Stock	155,000		155,000⁽⁴⁾	D
Stock Options (Right to buy)	$21.725							⁽¹⁰⁾	12/11/2013	Common Stock	100,000		100,000⁽⁴⁾	D
Stock Options (Right to buy)	$30.775							⁽¹¹⁾	12/20/2014	Common Stock	100,000		100,000⁽⁴⁾	D
Stock Options (Right to buy)	$32.62							⁽¹²⁾	10/03/2015	Common Stock	100,000		100,000⁽⁴⁾	D
Stock Options (Right to buy)	$43.005							⁽¹³⁾	11/18/2006	Common Stock	20,760		20,760⁽⁴⁾	D

Explanation of Responses:

1. ESPP - Shares acquired on 06/30/2006 pursuant to the T. Rowe Price Group, Inc. Employee Stock Purchase Plan. Shares purchased at $37.5675 per share.

2. At the close of business on June 23, 2006, the Common Stock of the issuer split 2:1 resulting in the reporting person's acquisition of one additional share of Common Stock for each share owned.

3. 09/21/2001 Grant - The option vests 20% annually over a 5 year period beginning on 09/21/2002.

4. This option, previously reported, has been adjusted to reflect a 2:1 stock split that occurred on June 23, 2006.

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

6. 12/21/1998 Grant - The option vests 20% annually over a 5 year period beginning on 12/21/1999.

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

8. 09/03/1999 Grant - The option vests 20% annually over a 5 year period beginning on 09/03/2000.

9. 11/18/1997 Grant - The option vests 20% annually over a 5 year period beginning on 11/20/1998.

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

11. 12/20/2004 Grant - The option vests 20% annually over a 5 year period beginning on 12/20/2005.

12. 10/03/2005 Grant - The option vests 20% annually over a 5 year period beginning on 10/03/2006.

13. 04/26/2006 Replishment Grant - option vests 100% immediately.

	JAMES A. C KENNEDY	07/13/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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