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 New America Growth Fund
      100 East Pratt Street
      Baltimore, MD 21202


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

      Not Applicable
      

3.    Investment Company Act File Number: 811-4358

      Securities Act File Number: 2-99122


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

      December 31, 1996

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:

      None

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

      None

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

      13,831,191 shares aggregating $536,292,290


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

      13,831,191 shares aggregating $536,292,290

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):

     3,086,643 shares aggregating $117,262,884


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):              $ 536,292,290

    (ii)  Aggregate price of shares issued in 
          connection with dividend reinvestment 
          plans (from Item 11, if applicable):       + 117,262,884

   (iii)  Aggregate price of shares redeemed 
          or repurchased during the fiscal year 
          (if applicable):                           - 340,924,034

    (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):                     = $312,631,140

    (vi)  Multiplier prescribed by Section 6(b) 
          of the Securities Act of 1933 or other 
          applicable law or regulation (see 
          Instruction C.6):                          x     1/3300

   (vii)  Fee due [line (i) or line (v) 
          multiplied by line (vi)]:                  = $94,736.71



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 21, 1997

EX-99.5

SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500


                                        February 21, 1997

T. Rowe Price New America Growth Fund
100 East Pratt Street
Baltimore, Maryland 21202

Dear Sirs:

          T. Rowe Price New America Growth Fund (the
"Trust"), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts,
is filing with the Securities and Exchange Commission
(the "Commission") a Rule 24f-2 Notice (the "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 Trust during the fiscal year ended December 31,
1996 in reliance upon the Rule (the "Rule 24f-2
Shares").

          We have, as counsel to the Trust,
participated in various proceedings relating to the
Trust and to the Rule 24f-2 Shares.  We have examined
copies, either certified or otherwise proved to our
satisfaction to be genuine, of its Master Trust
Agreement and By-laws, as currently in effect, and a
certificate dated February 6, 1997 issued by the
Secretary of State of the Commonwealth of
Massachusetts, certifying the existence and good
standing of the Trust.  We have also reviewed the form
of the Rule 24f-2 Notice being filed by the Trust.  We
are generally familiar with the business affairs of
the Trust.

          The Trust has advised us that the Rule
24f-2 Shares were sold in the manner contemplated by
the prospectus of the Trust that was current and
effective under the Securities Act of 1933 at the time
of the sale, and that the Rule 24f-2 Shares were sold
for a consideration 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 Trust has been duly organized and is
          legally existing under the laws of the
          Commonwealth of Massachusetts.

     2.   The Trust is authorized to issue and
          unlimited number of shares.

          3.   The Rule 24f-2 Shares were legally
               issued and are fully paid and non-assessable. 
               However, we note that
               as set forth in the Registration
               Statement, the Trust's shareholders
               might, under certain circumstances,
               be liable for transactions effected
               by the Trust.

          We hereby consent to the filing of this
opinion with the Commission together with the Rule
24f-2 Notice of the Trust, 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 Commonwealth of Massachusetts,
and to the extent that any opinion herein involves the
law of Massachusetts, such opinion should be
understood to be based solely upon our review of the
documents referred to above, the published statutes of
that Commonwealth and, where applicable, published
cases, rules and regulations of regulatory bodies of
that Commonwealth.

Very truly yours,

/s/ Shereff, Friedman, Hoffman & Goodman, LLP

Shereff, Friedman, Hoffman & Goodman, LLP

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