24F-2NT

                                    July 27, 1994

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


            Re:   Rule 24f-2 Notice for
                  T. Rowe Price New Income Fund, Inc.
                  100 East Pratt Street
                  Baltimore, Maryland  21202
                  File Number 2-48848


Gentlemen:

     In accordance with the provisions of Rule 24f-2, the T. Rowe Price
New Income Fund, Inc. ("Fund") hereby files its Rule 24f-2 Notice. 


     This "Rule 24f-2 Notice" is being filed for the fiscal year beginning
March 1, 1994 and ending May 31, 1994 ("Fiscal Year").

     No shares of the capital stock of the Fund, which have been registered
under the Securities Act of 1933 (other than pursuant to Rule 24f-2), remained
unsold at the beginning of the Fiscal Year.

     15,149,222 shares of the capital stock of the Fund were registered during
the Fiscal Year other than pursuant to Rule 24f-2.

     6,891,422 shares of the capital stock of the Fund were sold during the
Fiscal Year.

     All 6,891,422 shares of the capital stock of the Fund were sold during
the Fiscal Year in reliance upon the Declaration of the Fund of an indefinite
amount of securities under Rule 24f-2 ("24f-2 Declaration").  

     Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion
of counsel indicating that the securities, the registration of which the
Notice makes definite in number, were legally issued, fully paid, and
non-assessable.

     In accordance with subsection (c) of Rule 24f-2, no registration fee is
due.  The fee computation is based upon the actual aggregate sale price for
which such securities were sold during the Fiscal Year, reduced by the
difference between:

      (1)   The actual aggregate redemption price of the shares
            redeemed by the Fund during the Fiscal Year, and

      (2)   The actual aggregate redemption price of such
            redeemed shares previously applied by the Fund
            pursuant to Rule 24e-2(a) in filings made pursuant
            to Section 24(e)(1) of the Investment Company Act of
            1940.

                  Aggregate Sale Price for Shares Sold 
                  During Fiscal Year in Reliance Upon
                  the 24f-2 Declaration                 $ 60,806,979

                  Reduced by the Difference Between

                  (1)   Aggregate Redemption Price
                        of Shares Redeemed During
                        the Fiscal Year                 $ 98,897,282

                  and,

                  (2)   Aggregate Redemption Price
                        of Redeemed Shares Previously
                        Applied by Fund Pursuant to
                        Rule 24e-2(a) Filings Made 
                        Pursuant to Section 24(e)(1) of
                        Investment Company Act of 1940  $    - 0 -    

                  Equals                                ($ 38,090,303)


            Any questions regarding the matter should be addressed to
Henry H. Hopkins, Esquire at the above address.

                                    Very truly yours,



                                    /s/ CARMEN F. DEYESU

EX-99.5

July 27, 1994


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

Dear Sirs:

     T. Rowe Price New Income Fund, Inc., a Maryland corporation (the
"Corporation"), is filing with the Securities and Exchange Commission a Rule
24f-2 Notice containing the information specified in paragraph (b)(1) of
Rule 24f-2 under the Investment Company Act of 1940 (the "Rule").  The effect
of the Rule 24f-2 Notice, when accompanied by this Opinion and by the filing
fee, if any, payable as prescribed by paragraph (c) of the Rule will be to
make definite the number of shares sold by the Corporation during the fiscal
year beginning March 1, 1994 and ending May 31, 1994 in reliance upon the
Rule, if any (the "Rule 24f-2 Shares").

     We have, as counsel, participated in various corporate and other
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 dated July 12, 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 Corporation's Registration
Statement on Form N-1A and the form of the Rule 24f-2 Notice being filed by
the Corporation.  We are generally familiar with the corporate 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 that was current
and effective under the Securities Act of 1933 at the time of sale, and that
the Rule 24f-2 Shares were sold in numbers within the limits prescribed by the
Charter of the Corporation for a 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.


     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 dollar ($1.00) 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.

     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 Corporation,
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 expressed 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 that State and, where
applicable, published cases, rules or regulations of regulatory bodies of that
State.


Very truly yours,
Shereff, Friedman, Hoffman & Goodman