485B24E

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

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

Post-Effective Amendment No. 44                                               *

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)

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 July 29, 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 $1.00               Varying prices calculated           
par value per share    4,324,901    as set forth in prospectus       None     *

Capital Stock of $1.00               Varying prices calculated           
par value per share       33,643    as set forth in prospectus       $100     *
                                                                             
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $8.62 per share, equal to the net asset   *
value as of the close of business on July 14, 1994 pursuant to Rule           *
457(c).  The total number of shares redeemed during this fiscal year ended 
May 31, 1994 amounted to 11,216,323 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 6,891,422 shares have been used for reduction pursuant      *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year.  4,324,901 shares of the redeemed shares for the fiscal year ended      *
May 31, 1994 are being used for the reduction in the post-effective           *
amendment being filed herein.


      PAGE 3

     Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price New Income Fund, Inc., hereby 
submits this Post-Effective Amendment No. 44 to its Registration Statement,   *
Form N-1A (SEC File Number 2-48848), pursuant to paragraph (b) of Rule 485
under the Act.  The purpose of this Amendment is to register an additional 
4,358,544 shares of capital stock of the Fund to be offered under the         *
currently effective Prospectus dated July 1, 1994 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. 44   *
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 27th day of July, 1994.                                       *


                                    T. ROWE PRICE NEW INCOME FUND, INC.

                                    /s/ CHARLES P. SMITH, 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/ CHARLES P. SMITH                 President and Director   July 27, 1994  *
    
/s/ GEORGE J. COLLINS                Chairman of the Board    July 27, 1994  *
                                     and Director
                          
/s/ CARMEN F. DEYESU                 Treasurer (Chief
                                     Financial Officer)       July 27, 1994  *

/s/ ROBERT P. BLACK                  Director                 July 27, 1994  *

/s/ CALVIN W. BURNETT                Director                 July 27, 1994  *

/s/ ANTHONY W. DEERING               Director                 July 27, 1994  *

/s/ CARTER O. HOFFMAN                V.P. & Director          July 27, 1994  *

/s/ F. PIERCE LINAWEAVER             Director                 July 27, 1994  *

/s/ JAMES S. RIEPE                   V.P. & Director          July 27, 1994  *

/s/ JOHN G. SCHREIBER                Director                 July 27, 1994  *

/s/ ANNE MARIE WHITTEMORE            Director                 July 27, 1994  *

EX-99.5

                    EXHIBIT A
     
                    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 (the
"Commission") on behalf of T. Rowe Price New Income Fund, Inc. Post-
Effective Amendment No. 44 to its Registration Statement under the
Securities Act of 1933 (the "Act") on Form N-1A (Securities Act File No.
2-48848) relating, among other things, to the registration under the Act
of 4,358,544 additional shares of Capital Stock, par value ($1.00) 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.  4,324,901 of the
additional shares are previously outstanding shares of Capital Stock, par
value ($1.00) per share, of the Corporation which were redeemed by the
Corporation during the fiscal year beginning March 1, 1994 and ending May
31, 1994 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 fiscal year or
pursuant to paragraph (c) of Rule 24f-2 under the 1940 Act in all previous
filings during the current fiscal 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 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 Post-Effective Amendment No. 44 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 ($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.


     C.   Subject to the effectiveness under the Act of the
above-mentioned Post-Effective Amendment No. 44 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,
Shereff, Friedman, Hoffman & Goodman

EX-99.5

                                Exhibit B
                            July 27, 1994



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


            Re:  File Number 2-48848
                 T. Rowe Price New Income Fund, Inc.


Gentlemen:

     As Legal Counsel for T. Rowe Price Associates, Inc., I work on
various matters involving the T. Rowe Price New Income Fund, Inc.
("Registrant") and, in this connection, have read and reviewed
Post-Effective Amendment No. 44 to the Registrant's Registration
Statement, Form N-1A (SEC File Number 2-48848).  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. 43 and
(ii) Post-Effective Amendment No. 44 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