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                    T. ROWE PRICE TAX-FREE INCOME FUND, INC.

                             ARTICLES SUPPLEMENTARY
                          CLASSIFYING AUTHORIZED STOCK


     T. Rowe Price Tax-Free Income Fund, Inc., a Maryland corporation, having
its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

     FIRST: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Article Fifth of the Charter of the Corporation, the Board of
Directors has duly classified a number of shares of its unissued Common Stock
(determined in connection with the SECOND paragraph below) into one (1) new
class of Common Stock to be designated the T. Rowe Price Tax-Free Income
Fund-Advisor Class.

     SECOND: After giving effect to the foregoing classification, the Board of
Directors has heretofore duly divided and classified an aggregate of 500,000,000
shares of the unissued Common Stock of the Corporation into the following
classes on the dates indicated in the parentheses following the names of the
respective class: T. Rowe Price Tax-Free Income Fund (September 24, 1976) and T.
Rowe Price Tax-Free Income Fund-Advisor Class (___________, 2002). Each such
class shall consist, until further changed, of the lesser of (x) 500,000,000
shares or (y) the number of shares that could be issued by issuing all of the
shares of the Corporation currently or hereafter authorized less the total
number of shares of the Corporation then issued and outstanding of all other
classes. The shares of Common Stock of the T. Rowe Price Tax-Free Income
Fund-Advisor Class shall represent the same interest in the Corporation and have
identical voting, dividend, liquidation, and other rights with the shares of the
other classes of Common Stock of the Corporation; provided, however, that
notwithstanding anything in the charter of the Corporation to the contrary:

               (1)
          Expenses uniquely related to the shares of Common Stock of
          the T. Rowe Price Tax-Free Income Fund-Advisor Class
          (including, without limitation, distribution expenses under
          a Rule 12b-1 plan and administrative expenses under an
          administration or service agreement, plan or other
          arrangement, however designated) shall be borne by that
          Class, and shall be appropriately reflected (in the manner
          determined by the Board of Directors) in the net asset
          value, dividends, distribution and liquidation rights of the
          shares of that Class, all as the Board of Directors may
          determine by resolution from time to time, and shall be
          described in the prospectus or statement of additional
          information for such Class as and to the extent required by
          the Investment Company Act of 1940, as amended, and the
          rules and regulations thereunder.



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               (2)
          As to any matter with respect to which a separate vote of
          any Class is required by the Investment Company Act
          (including, without limitation, approval of any plan,
          agreement or other arrangement referred to in subsection (1)
          above), such requirement as to a separate vote by that Class
          shall apply in lieu of any voting requirements established
          by the Maryland General Corporation Law. As to any matter
          which does not affect the interest of the T. Rowe Price
          Tax-Free Income Fund-Advisor Class of Common Stock, only the
          holders of shares of the affected Class or Classes shall be
          entitled to vote.

     THIRD:
The shares aforesaid have been duly classified by the Board of Directors
pursuant to authority and power contained in the Charter of the Corporation.
These Articles Supplementary do not increase the aggregate authorized capital
stock of the Corporation.


     IN WITNESS WHEREOF, T. Rowe Price Tax-Free Income Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its Vice President
and witnessed by its Secretary on _______________, 2002.


WITNESS:                       T. ROWE PRICE TAX-FREE INCOME
                          FUND, INC.



/s/Patricia B. Lippert                          By:  /s/Henry H. Hopkins
---------------------------------        -----------------------------
Patricia B. Lippert, Secretary     Henry H. Hopkins, Vice President


     THE UNDERSIGNED, Vice President of T. Rowe Price Tax-Free Income Fund,
Inc., who executed on behalf of the Corporation Articles Supplementary of which
this certificate is made a part, hereby acknowledges in the name and on behalf
of said Corporation the foregoing Articles Supplementary to be the corporate act
of said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.





 /s/Henry H. Hopkins
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                               Henry H. Hopkins, Vice President









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