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 *
MacLellan Robert F.
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
100 EAST PRATT STREET		 3. Date of Earliest Transaction (Month/Day/Year)
04/23/2015
(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 04/23/2015   A   109.473 A $ 82.07 (1) 4,601.684 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) $ 62.3835 (2)               (4) 04/27/2021 Common Stock 4,163   4,163 D  
Stock Options (Right to Buy) $ 54.3141 (2)               (5) 10/28/2021 Common Stock 4,163   4,163 D  
Stock Options (Right to Buy) $ 62.3258 (2)               (6) 10/31/2022 Common Stock 4,163   4,163 D  
Stock Options (Right to Buy) $ 69.7391 (3)               (7) 04/29/2023 Common Stock 4,304   4,304 D  
Stock Options (Right to Buy) $ 76.1588 (2)               (8) 10/29/2023 Common Stock 4,304   4,304 D  
Stock Options (Right to Buy) $ 79.8077 (3)               (9) 04/29/2024 Common Stock 4,304   4,304 D  
Stock Options (Right to Buy) $ 77.876 (3)               (10) 10/28/2024 Common Stock 4,304   4,304 D  
Stock Options (Right to Buy) $ 60.7408 (2)             04/27/2013(11) 04/27/2022 Common Stock 4,163   4,163 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MacLellan Robert F.
100 EAST PRATT STREET
BALTIMORE, MD 21202		   X      

Signatures

 /s/ Power of Attorney, Steven J. Banks, Director of Corporate Services   04/27/2015
**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) Credited as fully-vested dividend equivalents pursuant to the T. Rowe Price Group Inc. 2007 Non-Employee Director Equity Plan with respect to special dividend declared by the issuer on it's Common Stock.
(2) 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 a special dividends that were declared by T. Rowe Price Group, Inc.
(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 2.5% on April 7, 2012, the ex-dividend date, as a result of a special dividend that was declared by T. Rowe Price Group, Inc.
(4) Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $64.94 per share, the closing price of TROW shares on April 27, 2011. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
(5) Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $56.54 per share, the closing price of TROW shares on October 28, 2011. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
(6) Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $64.88 per share, the closing price of TROW shares on October 31, 2012. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
(7) Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $71.48 per share, the closing price of TROW shares on April 29, 2013. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
(8) Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $78.06 per share, the closing price of TROW shares on October 29, 2013. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
(9) Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $81.80 per share, the closing price of TROW shares on April 29, 2014. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
(10) Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $79.82 per share, the closing price of TROW shares on October 28, 2014. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.
(11) Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $63.23 per share, the closing price of TROW shares on April 27, 2012. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control.

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