Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* MORELAND KENNETH V	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) CFO & Vice President
(Last) (First) (Middle) T. ROWE PRICE GROUP, INC., P.O. BOX 89000	3. Date of Earliest Transaction (MM/DD/YYYY) 8/24/2015
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	8/24/2015		A	V	268.989	A	$80.2959 ⁽¹⁾	75055.778	D
Common Stock	8/24/2015		M		3122	A	$31.3358	78177.778	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$31.3358	8/24/2015		M			3122	10/3/2006 ⁽²⁾	10/3/2015	Common Stock	3122	$0	0	D ⁽³⁾
Stock Options (Right to Buy)	$60.7984							⁽⁴⁾	9/6/2022	Common Stock	6504		6504	D ⁽³⁾
Stock Options (Right to Buy)	$44.3716							11/1/2007 ⁽⁵⁾	11/1/2016	Common Stock	41637		41637	D ⁽³⁾
Stock Options (Right to Buy)	$48.0508							9/6/2008 ⁽⁶⁾	9/6/2017	Common Stock	41637		41637	D ⁽³⁾
Stock Options (Right to Buy)	$54.8329							9/4/2009 ⁽⁷⁾	9/4/2018	Common Stock	36432		36432	D ⁽³⁾
Stock Options (Right to Buy)	$26.3885							11/1/2010 ⁽⁸⁾	2/12/2019	Common Stock	18735		18735	D ⁽³⁾
Stock Options (Right to Buy)	$43.3725							11/1/2010 ⁽⁹⁾	9/10/2019	Common Stock	18736		18736	D ⁽³⁾
Stock Options (Right to Buy)	$47.6474							11/1/2011 ⁽¹⁰⁾	2/18/2020	Common Stock	14572		14572	D ⁽³⁾
Stock Options (Right to Buy)	$45.7933							11/1/2011 ⁽¹¹⁾	9/8/2020	Common Stock	14572		14572	D ⁽³⁾
Stock Options (Right to Buy)	$67.5613							11/1/2012 ⁽¹²⁾	2/17/2021	Common Stock	13011		13011	D ⁽³⁾
Stock Options (Right to Buy)	$48.56							11/1/2012 ⁽¹³⁾	9/8/2021	Common Stock	13011		13011	D ⁽³⁾
Stock Options (Right to Buy)	$59.0693							12/10/2013 ⁽¹⁴⁾	2/23/2022	Common Stock	6504		6504	D ⁽³⁾
Stock Options (Right to Buy)	$69.6708							12/10/2014 ⁽¹⁵⁾	2/21/2023	Common Stock	6148		6148	D ⁽³⁾
Stock Options (Right to Buy)	$70.2854							12/10/2014 ⁽¹⁶⁾	9/10/2023	Common Stock	6148		6148	D ⁽³⁾
Stock Options (Right to Buy)	$77.9443							12/10/2015 ⁽¹⁷⁾	2/19/2024	Common Stock	5892		5892	D ⁽³⁾
Stock Options (Right to Buy)	$78.4418							12/10/2015 ⁽¹⁸⁾	9/9/2024	Common Stock	5893		5893	D ⁽³⁾
Stock Options (Right to Buy)	$80.9492							12/9/2016 ⁽¹⁹⁾	2/19/2025	Common Stock	5892		5892	D ⁽³⁾

Explanation of Responses:
( 1)	Shares acquired pursuant to the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at the noted weighted-average price.
( 2)	10/03/2005 Grant - The option vests 20% annually over a 5 year period beginning on 10/03/2006.
( 3)	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, and by 2.5% on April 7, 2015, the ex-dividend dates, as a result of special dividends that were declared by T. Rowe Price Group, Inc.
( 4)	09/06/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.
( 5)	11/01/2006 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2007.
( 6)	09/06/2007 Grant - The option vests 20% annually over a 5 year period beginning on September 06, 2008.
( 7)	09/04/2008 Grant - The option vests 20% annually over a 5 year period beginning on 09/04/2009.
( 8)	2/12/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.
( 9)	09/10/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.
( 10)	02/18/2010 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2011.
( 11)	09/08/2010 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2011.
( 12)	02/17/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2012.
( 13)	09/08/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2011.
( 14)	02/23/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.
( 15)	02/21/2013 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2014.
( 16)	09/10/2013 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2014.
( 17)	02/19/2014 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2015.
( 18)	09/09/2014 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2015.
( 19)	02/19/2015 Grant - The option vests 20% annually over a 5 year period beginning on 12/09/2016.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORELAND KENNETH V T. ROWE PRICE GROUP, INC. P.O. BOX 89000 BALTIMORE, MD 21289-0320			CFO & Vice President

Signatures
/s/ Kenneth V. Moreland		8/25/2015
^** 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).
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