485B24E

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 85                                               *

T. ROWE PRICE OTC FUND, INC.
(Exact Name of Registrant as Specified in Charter)

100 East Pratt Street, Baltimore, Maryland  21202
(Address of Principal Executive Offices)

Telephone Number: 410-547-2000

Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)


Approximate Date of Proposed Public Offering

It is proposed that this filing will become effective:
            X        immediately upon filing pursuant to paragraph (b)
                     on (date) pursuant to paragraph (b)
                     60 days after filing pursuant to paragraph (a)
                     on (date) pursuant to paragraph (a) of Rule 485

     Pursuant to Section 24f-2 of the Securities Act of 1933, the
Registrant has registered an indefinite number of securities and intends
to file a 24f-2 Notice by February 22, 1994.                                  *

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

                                     Proposed        Proposed
                                      Maximum         Maximum
                      Amount         Offering        Aggregate     Amount of
Title of Securities    Being           Price         Offering    Registration
Being Registered    Registered       Per Unit          Price         Fee       
                                                                   
Capital Stock of $.50                Varying prices calculated           
par value per share    872,027       as set forth in prospectus        None   *

                                                                   
Capital Stock of $.50                          
par value per share      18,782                                        $100   *
                                                                             
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $15.44 per share, equal to the net asset  *
value as of the close of business on February 8, 1994 pursuant to Rule        *
457(c).  The total number of shares redeemed during this fiscal year ended 
December 31, 1993 amounted to 3,589,035 shares.  Of this number of            *
shares, -0- shares have been used for reduction pursuant to paragraph (a) of
Rule 24e-2 in all previous filings of post-effective amendments during the 
current year, and 2,717,008 shares have been used for reduction pursuant      *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year.  872,027 shares of the redeemed shares for the fiscal year ended        *
December 31, 1993 are being used for the reduction in the post-effective      *
amendment being filed herein.


     Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price OTC Fund, Inc., hereby 
submits this Post-Effective Amendment No. 85 to its Registration Statement,   *
Form N-1A (SEC File Number 2-12171), pursuant to paragraph (b) of Rule 485
under the Act.  The purpose of this Amendment is to register an additional 
890,809 shares of capital stock of the Fund to be offered under the           *
currently effective Prospectus dated May 1, 1993 and to furnish the           *
following:


       EXHIBIT A:    Opinion of Shereff, Friedman, Hoffman & Goodman 
                     as to the legality of the securities being registered.

       EXHIBIT B:    Representation of Henry H. Hopkins (Counsel for the
                     Registrant), as required under Rule 485(b)(3) and (e).


     It is respectfully requested that this Post-Effective Amendment No. 85   *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.


     Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, this 22th day of February, 1994.                                    *

                              T. ROWE PRICE OTC FUND, INC.

                              /S/ PRESTON G. ATHEY, President

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:

      SIGNATURE                     TITLE                   DATE

/S/        PRESTON G. ATHEY      President               February 22, 1994    *

/S/        CARMEN F. DEYESU      Treasurer (Chief
                                 Financial Officer)      February 22, 1994    *

/S/        LEO C. BAILEY         Director                February 22, 1994    *

/S/        DONALD W. DICK, JR.   Director                February 22, 1994    *

/S/        DAVID K. FAGIN        Director                February 22, 1994    *

/S/        ADDISON LANIER        Director                February 22, 1994    *

/S/        JOHN K. MAJOR         Director                February 22, 1994    *

/S/        JAMES S. RIEPE        Director                February 22, 1994    *

/S/        HUBERT D. VOS         Director                February 22, 1994    *

/S/        PAUL M. WYTHES        Director                February 22, 1994    *

EX-99.5

     
                                       Exhibit A

                                    February 22, 1994


T. Rowe Price OTC Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202

Dear Sirs:

      T. Rowe Price OTC Fund, Inc., a Maryland corporation (the
"Corporation"), is filing with the Securities and Exchange Commission (the
"Commission") on behalf of T. Rowe Price OTC Fund Post-Effective Amendment
No. 85 to its Registration Statement under the Securities Act of 1933 (the
"Act") on Form N-1A (Securities Act File No. 2-12171) relating, among
other things, to the registration under the Act of 890,809 additional
shares of Capital Stock, par value ($.01) per share (the "additional
shares"), which are to be offered and sold by the Corporation in the
manner and on the terms set forth in the Prospectus current and effective
under the Act at the time of sale.  872,027 of the additional shares are
previously outstanding shares of Capital Stock, par value ($.01) per
share, of the Corporation which were redeemed by the Corporation during
the fiscal year ended December 31, 1993 but have not previously been used
by the Corporation for a reduction pursuant to paragraph (a) of Rule 24e-2
under the Investment Company Act of 1940 (the "1940 Act") during the
current year or pursuant to paragraph (c) of Rule 24f-2 under the 1940 Act
in all previous filings during the current year.

      We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the  proposed issuance of
the additional shares.  We have examined copies, either certified or
otherwise proven to our satisfaction to be genuine, of its Charter and By-
Laws, as currently in effect, and a certificate dated February 3, 1994
issued by the Department of Assessments and Taxation of the State of
Maryland, certifying the existence and good standing of the Corporation. 
We have also reviewed the Post-Effective Amendment No. 85 on Form N-1A
being filed by the Corporation, and are generally familiar with the
corporate affairs of the Corporation.

      Based upon the foregoing, it is our opinion that:

      A.    The Corporation has been duly organized and is legally
existing under the laws of the State of Maryland.

      B.    The Corporation is authorized to issue two hundred million
(200,000,000) shares of Capital Stock, par value ($.01) per share.  Under
Maryland law, (a) the number of authorized shares may be increased or
decreased by action of the Board of Directors and (b) shares which were
issued and which have subsequently been redeemed by the Corporation are,
by virtue of such redemption, restored to the status of authorized and
unissued shares.

      C.    Subject to the effectiveness under the Act of the
above-mentioned Post-Effective Amendment No. 85 upon issuance of the
additional shares within the limits prescribed by the Charter of the
Corporation for a consideration of not less than the par value thereof,
and not less than the net asset value thereof, the additional shares will
be legally issued and outstanding and fully paid and non-assessable.

      We hereby consent to the filing of this Opinion with the Securities
and Exchange Commission as part of the above-mentioned Post-Effective
Amendment to the Registration Statement, the reference to our firm as
counsel in the prospectus of the Corporation, and to the filing of this
Opinion as part of an application for registration of the Corporation, its
Capital Stock, or both, under the securities law of any state.  In giving
this consent we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Act.

      We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other
than those of the United States of America and the State of New York.  We
note that we are not licensed to practice law in the State of Maryland,
and to the extent that any opinion herein involves the law of Maryland,
such opinion should be understood to be based solely upon our review of
the documents referred to above, the published statutes of the State of
Maryland and, where applicable, published cases, rules or regulations of
regulatory bodies of that State.

                                 Very truly yours,



                                 /s/ Shereff, Friedman, Hoffman & Goodman

EX-99.5

                               Exhibit B
                            February 22, 1994



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


            Re: File Number 2-12171
                T. Rowe Price OTC Fund, Inc.


Gentlemen:

     As Legal Counsel for T. Rowe Price Associates, Inc., I work on
various matters involving the T. Rowe Price Growth Stock Fund, Inc.
("Registrant") and, in this connection, have read and reviewed
Post-Effective Amendment No. 85 to the Registrant's Registration
Statement, Form N-1A (SEC File Number 2-12171). 

     In accordance with the provisions of paragraphs (b)(3) and (e) of
Rule 485 under the Securities Act of 1933, as amended, I hereby represent
that (i) no material event requiring disclosure in the Registrant's
Prospectus, other than the one listed in paragraph (b)(1) of Rule 485, has
occurred since the effective date of the Registrant's most recent
Post-Effective Amendment No. 84 and (ii) Post-Effective Amendment No. 85
does not contain any disclosures which would render such Amendment
ineligible to become effective pursuant to paragraph (b) of Rule 485.

                                    Sincerely,



                                    /s/ HENRY H. HOPKINS