24F-2NT

                 

                 U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                             
                                FORM 24F-2
                    Annual Notice of Securities Sold
                          Pursuant to Rule 24f-2



1.    Name and address of issuer:

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


2.    Name of each series or class of funds for which this notice is
      filed:

      T. Rowe Price OTC Fund
      

3.    Investment Company Act File Number: 811-696

      Securities Act File Number:  02-12171


4.    Last day of fiscal year for which this notice is filed: 

      December 31, 1995

5.    Check box if this notice is being filed more than 180 days after
      the close of the issuer's fiscal year for purposes of reporting
      securities sold after the close of the fiscal year but before
      termination of the issuer's 24f-2 declaration:                [  ]

6.    Date of termination of issuer's declaration under rule
      24f-2(a)(1), if applicable (see instruction A.6):

      Not applicable

7.    Number and amount of securities of the same class or series which
      had been registered under the Securities Act of 1933 other than
      pursuant to rule 24f-2 in a prior fiscal year, but which remained
      unsold at the beginning of the fiscal year:

      6,816,537 shares

8.    Number and amount of securities registered during the fiscal year
      other than pursuant to rule 24f-2:

      431,717 shares

9.    Number and aggregate sale price of securities sold during the
      fiscal year:  

      4,412,436 shares aggregating $69,748,450


10.  Number and aggregate sale price of securities sold during the
     fiscal year in reliance upon registration pursuant to rule 24f-2:

     1,825,568 shares aggregating $25,671,591


11.  Number and aggregate sale price of securities issued during the
     fiscal year in connection with dividend reinvestment plans, if 
     applicable (see Instruction B.7):

     1,856,607 shares aggregating $30,001,620


12.  Calculation of registration fee:

     (i)  Aggregate sale price of securities
          sold during the fiscal year in reliance
          on rule 24f-2 (from Item 10):              $ 25,671,591

    (ii)  Aggregate price of shares issued in 
          connection with dividend reinvestment 
          plans (from Item 11, if applicable):       + 30,001,620

   (iii)  Aggregate price of shares redeemed 
          or repurchased during the fiscal year 
          (if applicable):                           - 55,673,211

    (iv)  Aggregate price of shares redeemed or 
          repurchased and previously applied as 
          a reduction to filing fees pursuant 
          to rule 24e-2 (if applicable):             +        -0-

     (v)  Net aggregate price of securities sold 
          and issued during the fiscal year in 
          reliance on rule 24f-2 [line (i), plus 
          line (ii), less line (iii), plus line 
          (iv)] (if applicable):                     = $      -0-

    (vi)  Multiplier prescribed by Section 6(b) 
          of the Securities Act of 1933 or other 
          applicable law or regulation (see 
          Instruction C.6):                          x     1/2900

   (vii)  Fee due [line (i) or line (v) 
          multiplied by line (vi)]:                  = $      -0-



Instruction:  Issuers should complete lines (ii), (iii), (iv), and (v)
              only if the form is being filed within 60 days after the
              close of the issuer's fiscal year.  See instruction C.3.



13.    Check box if fees are being remitted to the Commission's 
       lockbox depository as described in section 3a of the
       Commissions's Rules of Informal and Other Procedures
       (17 CFR 202.3a).                                              [X]


       Date of mailing or wire transfer of filing fees to the 
       Commission's lockbox depository:

SIGNATURES

This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.


Carmen F. Deyesu, Treasurer
By (Signature and Title)*

February 23, 1996

EX-99.5

                 SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
                           919 Third Avenue
                     New York, New York 10022-9998
                            (212) 758-9500



February 26, 1996


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

Dear Sirs:

T. Rowe Price OTC Fund, Inc. (the "Corporation"), a Maryland corporation, is
filing with the Securities and Exchange Commission (the "Commission") a Rule
24f-2 Notice (the "Rule 24f-2 Notice") containing the information contained in
paragraph (b)(1) of Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Rule"). The effect of the Rule 24f-2 Notice, when accompanied by
the filing fee, if any, payable as prescribed by paragraph (c) of the Rule and
by this opinion, will be to make definite in number the number of shares sold
by the Corporation during the fiscal year ended December 31, 1995 in reliance
upon the Rule (the "Rule 24f-2 Shares").

We have, as counsel to the Corporation, participated in various proceedings
relating to the Corporation and to the Rule 24f-2 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
of recent date 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 form of the Rule 24f-2 Notice being
filed by the Corporation.  We are generally familiar with the business affairs
of the Corporation.

The Corporation has advised us that the Rule 24f-2 Shares were sold in the
manner contemplated by the prospectus of the Corporation current at the time
of sale, and that the Rule 24f-2 Shares were sold in numbers within the limits
prescribed by the Corporation's Charter for consideration not less than the
par value thereof as required by the laws of Maryland and not less than the
net asset value thereof as required by the Investment Company Act of 1940, as
amended.

Based upon the foregoing, it is our opinion that:

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

2.   The Corporation is authorized to issue two hundred million (200,000,000)
     shares of Capital Stock, par value one cent ($0.01) per share. Under
     Maryland law (i) the Board of Directors of the Corporation may increase
     or decrease the number of shares that the Corporation has authority to
     issue, and (ii) 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.

3.   The Rule 24f-2 Shares were legally issued and are fully paid and 
non-assessable.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to
the filing of this opinion under the securities laws of any state.

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, LLP

                         Shereff, Friedman, Hoffman & Goodman, LLP

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