New Income Fund 07/01/2008 - 06/30/2009 

ICA File Number: 811-02396

Reporting Period: 07/01/2008 - 06/30/2009

T. Rowe Price New Income Fund, Inc.

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

Investment Company Act file number 811-2396

T. Rowe Price New Income Fund, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, Maryland 21202

(Address of principal executive offices)

Edward C. Bernard

100 East Pratt Street

Baltimore, Maryland 21202

(Name and address of agent for service)

Registrant’s telephone number, including area code: (410) 345-3577

Date of fiscal year end: 5/31

Date of reporting period: 7/1/08 to 6/30/09

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the

registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

(Registrant) T. Rowe Price New Income Fund, Inc.

By (Signature and Title) /s/ Edward C. Bernard

                             Edward C. Bernard, Chairman of the Board – T. Rowe Price Funds

Date August 26, 2009

=============================== NEW INCOME FUND ================================

AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director William F. Aldinger III  For       Against      Management
1.3   Elect Director Gilbert F. Amelio        For       Against      Management
1.4   Elect Director Reuben V. Anderson       For       For          Management
1.5   Elect Director James H. Blanchard       For       Against      Management
1.6   Elect Director August A. Busch III      For       For          Management
1.7   Elect Director Jaime Chico Pardo        For       For          Management
1.8   Elect Director James P. Kelly           For       For          Management
1.9   Elect Director Jon C. Madonna           For       For          Management
1.10  Elect Director Lynn M. Martin           For       For          Management
1.11  Elect Director John B. McCoy            For       For          Management
1.12  Elect Director Mary S. Metz             For       For          Management
1.13  Elect Director Joyce M. Roche           For       For          Management
1.14  Elect Director Laura D Andrea Tyson     For       For          Management
1.15  Elect Director Patricia P. Upton        For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Report on Political Contributions       Against   Against      Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Require Independent Board Chairman      Against   For          Shareholder
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
9     Exclude Pension Credits ftom Earnings   Against   For          Shareholder
      Performance Measure


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director Frank P. Bramble, Sr.    For       Against      Management
1.3   Elect Director Virgis W. Colbert        For       Against      Management
1.4   Elect Director John T. Collins          For       For          Management
1.5   Elect Director Gary L. Countryman       For       For          Management
1.6   Elect Director Tommy R. Franks          For       For          Management
1.7   Elect Director Charles K. Gifford       For       For          Management
1.8   Elect Director Kenneth D. Lewis         For       For          Management
1.9   Elect Director Monica C. Lozano         For       Against      Management
1.10  Elect Director Walter E. Massey         For       For          Management
1.11  Elect Director Thomas J. May            For       For          Management
1.12  Elect Director Patricia E. Mitchell     For       For          Management
1.13  Elect Director Joseph W. Prueher        For       Against      Management
1.14  Elect Director Charles O. Rossotti      For       Against      Management
1.15  Elect Director Thomas M. Ryan           For       For          Management
1.16  Elect Director O. Temple Sloan, Jr.     For       Against      Management
1.17  Elect Director Robert L. Tillman        For       Against      Management
1.18  Elect Director Jackie M. Ward           For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Report on Government Service of         Against   Against      Shareholder
      Employees
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Provide for Cumulative Voting           Against   For          Shareholder
7     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
8     Require Independent Board Chairman      Against   For          Shareholder
9     Report on Predatory Lending Policies    Against   For          Shareholder
10    Adopt Principles for Health Care Reform Against   Against      Shareholder
11    TARP Related Compensation               Against   Against      Shareholder


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BLACK HILLS CORP.

Ticker:       BKH            Security ID:  092113109
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David C. Ebertz          For       For          Management
1.2   Elect Director John R. Howard           For       For          Management
1.3   Elect Director Stephen D. Newlin        For       For          Management
2     Ratify Auditors                         For       For          Management


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DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  26441C105
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director G. Alex Bernhardt, Sr.   For       For          Management
1.3   Elect Director Michael G. Browning      For       For          Management
1.4   Elect Director Daniel R. DiMicco        For       For          Management
1.5   Elect Director Ann Maynard Gray         For       For          Management
1.6   Elect Director James H. Hance, Jr       For       For          Management
1.7   Elect Director James T. Rhodes          For       For          Management
1.8   Elect Director James E. Rogers          For       For          Management
1.9   Elect Director Philip R. Sharp          For       For          Management
1.10  Elect Director Dudley S. Taft           For       For          Management
2     Ratify Auditors                         For       For          Management


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HBOS PLC

Ticker:                      Security ID:  42205MAA4
Meeting Date: DEC 12, 2008   Meeting Type: Special
Record Date:  NOV 10, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     IF BNYM AS DEPOSITORY IS THE SOLE       For       For          Management
      HOLDER OF HBOS 5.92% PREF. SHARES ON
      DECEMBER 9, 2008, IT WILL CONSENT TO
      THE APPROVAL OF PREF. SCHEME AT HBOS
      5.92% PREF. COURT MEETING IN PLACE OF
      VOTING AT THE HBOS 5.92% PREF. COURT
      MEETING.
2     APPROVAL OF PREFERENCE SHARE SCHEME;    For       For          Management
      CREATION AND ALLOTMENT OF NEW
      PREFERENCE SHARES; AMENDMENT OF
      ARTICLES; RECLASSIFICATION OF
      PREFERENCE SHARES.
3     REDUCTION OF SHARE CAPITAL BY           For       For          Management
      CANCELLATION OF 5.92% PREFERENCE
      SHARES.


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MANGROVE BAY PASS THRU 144A 6.102% DUE 7/15/33

Ticker:                      Security ID:  56271QAA4
Meeting Date: SEP 22, 2008   Meeting Type: Consent Solicitation
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Holders who consent favor the           N/A       Do Not       Management
      redemption of their interests in the              Consent
      Pass-Through securities. See below for
      details.


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PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis A. Ausiello       For       For          Management
1.2   Elect Director Michael S. Brown         For       For          Management
1.3   Elect Director M. Anthony Burns         For       For          Management
1.4   Elect Director Robert N. Burt           For       For          Management
1.5   Elect Director W. Don Cornwell          For       For          Management
1.6   Elect Director William H. Gray, III     For       For          Management
1.7   Elect Director Constance J. Horner      For       For          Management
1.8   Elect Director James M. Kilts           For       For          Management
1.9   Elect Director Jeffrey B. Kindler       For       For          Management
1.10  Elect Director George A. Lorch          For       For          Management
1.11  Elect Director Dana G. Mead             For       For          Management
1.12  Elect Director Suzanne Nora Johnson     For       For          Management
1.13  Elect Director Stephen W. Sanger        For       For          Management
1.14  Elect Director William C. Steere, Jr.   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Limit/Prohibit Executive Stock-Based    Against   Against      Shareholder
      Awards
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder


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PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James E. Bostic, Jr.     For       For          Management
2     Elect Director Harris E. DeLoach, Jr.   For       For          Management
3     Elect Director James B. Hyler, Jr.      For       For          Management
4     Elect Director William D. Johnson       For       For          Management
5     Elect Director Robert W. Jones          For       For          Management
6     Elect Director W. Steven Jones          For       For          Management
7     Elect Director E. Marie McKee           For       For          Management
8     Elect Director John H. Mullin, III      For       For          Management
9     Elect Director Charles W. Pryor, Jr.    For       For          Management
10    Elect Director Carlos A. Saladrigas     For       For          Management
11    Elect Director Theresa M. Stone         For       For          Management
12    Elect Director Alfred C. Tollison, Jr.  For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Executive Incentive Bonus Plan  For       For          Management


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TIME WARNER, 6.875% DUE 6/15/2018

Ticker:                      Security ID:  887315AY5
Meeting Date: APR 7, 2009    Meeting Type: Consent
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Holders who consent will receive 5.00   N/A       Yes          Management
      USD per 1,000 USD principal amount


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WEINGARTEN REALTY INVESTORS

Ticker:       WRI            Security ID:  948741103
Meeting Date: MAY 1, 2009    Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stanford Alexander       For       For          Management
1.2   Elect Director Andrew M. Alexander      For       For          Management
1.3   Elect Director James W. Crownover       For       For          Management
1.4   Elect Director Robert J. Cruikshank     For       For          Management
1.5   Elect Director Melvin A. Dow            For       For          Management
1.6   Elect Director Stephen A. Lasher        For       For          Management
1.7   Elect Director Douglas W. Schnitzer     For       For          Management
1.8   Elect Director C. Park Shaper           For       For          Management
1.9   Elect Director Marc J. Shapiro          For       For          Management
2     Ratify Auditors                         For       For          Management


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XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Coney Burgess         For       For          Management
1.2   Elect Director Fredric W. Corrigan      For       For          Management
1.3   Elect Director Richard K. Davis         For       For          Management
1.4   Elect Director Richard C. Kelly         For       For          Management
1.5   Elect Director Albert F. Moreno         For       For          Management
1.6   Elect Director Margaret R. Preska       For       For          Management
1.7   Elect Director A. Patricia Sampson      For       For          Management
1.8   Elect Director Richard H. Truly         For       For          Management
1.9   Elect Director David A. Westerlund      For       For          Management
1.10  Elect Director Timothy V. Wolf          For       For          Management
2     Ratify Auditors                         For       For          Management

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