UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 13F

                               Form 13F COVER PAGE

This filing lists securities holdings reported on the Form 13F filed on
December 31, 2003 pursuant to a request for confidential treatment and for
which that confidential treatment expired on 3/31/04.

Report for the Calendar Year or Quarter Ended:  December 31, 2003

Check here if Amendment [ X ]; Amendment Number:     1
   This Amendment (Check only one.):    [  ] is a restatement.
                                        [ X ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:        T. Rowe Price Associates, Inc.
Address:     100 East Pratt Street
             Baltimore, Maryland  21202


Form 13F File Number:  28-115
The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.









Person Signing this Report on Behalf of Reporting Manager:

Name:     Henry H. Hopkins
Title:    Managing Director
Phone:    410-345-6603

Signature, Place, and Date of Signing:

      /S/ Henry H. Hopkins        Baltimore, Maryland      June 7, 2004
              [Signature]            [City, State]           [Date]

Report type (Check only one.):

[ X] 13F HOLDINGS REPORT.  (Check here if all holdings of this reporting
     manager are reported in this report.)

[  ] 13F NOTICE.  (Check here if no holdings reported are in this report, and
     all holdings are reported by other reporting manager(s).)

[  ] 13F COMBINATION REPORT.  (Check here if a portion of the holdings for this
     reporting manager are reported in this report and a portion are reported by
     other reporting manager(s).)

List of Other Managers Reporting for this Manager:
      NONE


                                  Form 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers: 0

Form 13F Information Table Entry Total: 5

Form 13F Information Table Value Total: 90446

List of Other Included Managers: NONE







                                                              FORM 13F INFORMATION TABLE

                                                           VALUE   SHARES/  SH/ PUT/ INVSTMT OTH      VOTING AUTHORITY

        NAME OF ISSUER         TITLE OF CLASS     CUSIP   (x$1000) PRN AMT  PRN CALL DSCRETN MGR   SOLE    SHARED    NONE
- ------------------------------ ---------------- --------- -------- -------- --- ---- ------- --- -------- -------- --------
                                                                            
BMC SOFTWARE INC               COMM STK         055921100    22995 1233000   SH       SOLE             0      0    1233000
COGNOS INC                     COMM STK         19244C109      459   15000   SH       SOLE             0      0      15000
FOREST LABS INC                COMM STK         345838106    43260  700000   SH       SOLE             0      0     700000
NTL INC                        COMM STK         62940M104    17438  250000   SH       SOLE             0      0     250000
RAMBUS INC                     COMM STK         750917106     6294  205000   SH       SOLE             0      0     205000