Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Linehan John D.
   2. Issuer Name and Ticker or Trading Symbol
PRICE T ROWE GROUP INC [TROW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
(Last)
(First)
(Middle)
T. ROWE PRICE, 100 EAST PRATT STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/27/2012
(Street)

BALTIMORE, MD 21202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/27/2012   G V 47,250 D $ 0 94,747.764 D  
Common Stock 12/27/2012   G V 47,250 A $ 0 47,250 I 2002 Linehan GST Trust
Common Stock 12/27/2012   M   3,046 A $ 32.118 97,793.764 D  
Common Stock 12/27/2012   M   2,311 A $ 45.4792 100,104.764 D  
Common Stock 12/27/2012   M   1,990 A $ 49.2503 102,094.764 D  
Common Stock 12/27/2012   M   29,250 A $ 27.0473 131,344.764 D  
Common Stock 12/27/2012   F   19,860 D $ 65.05 111,484.764 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 32.118 12/27/2012   M     3,046 10/03/2006(1) 10/03/2015 Common Stock 3,046 $ 0 0 D (5)  
Stock Options (Right to Buy) $ 45.4792 12/27/2012   M     2,311 11/01/2007(2) 11/01/2016 Common Stock 2,311 $ 0 78,938 D (5)  
Stock Options (Right to Buy) $ 49.2503 12/27/2012   M     1,990 09/06/2008(3) 09/06/2017 Common Stock 1,990 $ 0 79,259 D (5)  
Stock Options (Right to Buy) $ 27.0473 12/27/2012   M     29,250 11/01/2010(4) 02/12/2019 Common Stock 29,250 $ 0 19,499 D (5)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Linehan John D.
T. ROWE PRICE
100 EAST PRATT STREET
BALTIMORE, MD 21202		       Vice President  

Signatures

 /s/ Power of Attorney, Steven J. Banks, Director of Corporate Services   12/28/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 10/03/2005 Grant - The option vests 20% annually over a 5 year period beginning on 10/30/2006.
(2) 11/01/2006 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2007.
(3) 09/06/2007 Grant - The option vests 20% annually over a 5 year period beginning on 09/06/2008.
(4) 02/12/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.
(5) As required under the relevant plan and option agreements, the strike price and number of shares subject to outstanding stock options were adjusted by 1.56% on December 13, 2012, the ex-dividend date, as a result of a special dividend that was declared by T. Rowe Price Group, Inc.

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