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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KENNEDY JAMES A C 		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)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO & President
(Last)          (First)          (Middle)

T. ROWE PRICE GROUP, INC., P.O. BOX 89000 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/12/2014
(Street)

BALTIMORE, MD 21289-0320
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/12/2014     M    37578   A $32.118   1458522   D    
Common Stock   11/12/2014     M    60937   A $32.118   506482   I   James A.C. Kennedy LLC  
Common Stock   11/12/2014     S    37578   D $82.5822   (1) 1420944   D    
Common Stock   11/12/2014     S    60937   D $82.59   (2) 445545   I   James A.C. Kennedy LLC  
Common Stock                  877254   I   2008 Kennedy Family Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   11/12/2014     M         37578    10/3/2006   (3) 10/3/2015   Common Stock   37578   $0   0   D   (4)  
Stock Options (Right to Buy)   $32.118   11/12/2014     M         60937    10/3/2006   (3) 10/3/2015   Common Stock   60937   $0   0   I   (4) James A.C. Kennedy LLC   (5)

Explanation of Responses:
( 1)  The ranges of prices for this transaction were $82.63 to $82.73. Will provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 2)  The ranges of prices for this transaction were $82.64 to $82.78. Will provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 3)  10/03/2005 Grant - The option vests 20% annually over a 5 year period beginning on 10/03/2006.
( 4)  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.
( 5)  These shares were previously reported as directly owned, but were transferred to the James A.C. Kennedy LLC on 11/18/2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KENNEDY JAMES A C
T. ROWE PRICE GROUP, INC.
P.O. BOX 89000
BALTIMORE, MD 21289-0320 		X
CEO & President

Signatures
/s/ James A.C. Kennedy 11/13/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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