April 29, 2003

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: T. Rowe Price Small-Cap Stock Fund, Inc. (the "Registrant")

File Nos.: 002-12171/811-696

Post-Effective Amendment No. 98

Commissioners:

We are counsel to the above-referenced registrant which proposes to file,

pursuant to paragraph (b) of Rule 485 (the "Rule"), the above-referenced

Post-Effective Amendment (the "Amendment") to its registration statement under

the Securities Act of 1933, as amended.

Pursuant to paragraph (b)(4) of the Rule, we represent that the Amendment does

not contain disclosures which would render it ineligible to become effective

pursuant to paragraph (b) of the Rule.

Sincerely,

/s/Shearman & Sterling

Shearman & Sterling