SecProbe.io

CORRESP
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filename1.htm

October
30, 2023

Ryan
Sutcliffe
U.S. Securities and Exchange Commission
Division of Investment
Management
100 F Street, N.E.
Washington, D.C. 20549

Re:
 T. Rowe Price Retirement Funds, Inc. (“Registrant”)
on
behalf of the following series:
 T. Rowe Price Retirement
2005 Fund—I Class

  T. Rowe Price Retirement 2010 Fund—I Class

  T.
Rowe Price Retirement 2015 Fund—I Class

  T. Rowe Price Retirement 2020 Fund—I Class

  T.
Rowe Price Retirement 2025 Fund—I Class

  T. Rowe Price Retirement 2030 Fund—I Class

  T.
Rowe Price Retirement 2035 Fund—I Class

  T. Rowe Price Retirement 2040 Fund—I Class

  T.
Rowe Price Retirement 2045 Fund—I Class

  T. Rowe Price Retirement 2050 Fund—I Class

  T.
Rowe Price Retirement 2055 Fund—I Class

  T. Rowe Price Retirement 2060 Fund—I Class

  T.
Rowe Price Retirement 2065 Fund—I Class

  T. Rowe Price Retirement Balanced Fund—I Class (collectively
the “Acquiring
Funds”)

 File Nos.: 333-92380/811-21149

Dear
Mr. Sutcliffe:

The following is in response to an additional comment provided by Ryan Sutcliffe
on October 25, 2023 regarding the Registrant’s Registration Statement filed on Form N-14 (the “N-14
Registration
Statement”) under Section 8(a) of the Securities Act of 1933. The N-14 Registration Statement
was filed on September 19, 2023, and relates to the reorganizations of the T. Rowe Retirement I Funds
into the Acquiring Funds. On October 20, 2023, we responded to initial comments provided by Ryan Sutcliffe
and Lauren Hamilton. Mr. Sutcliffe’s additional comment on the N-14 Registration Statement from October
25, 2023, and our response to that comment are set forth below.

Comment:

With respect to the Retirement
2060 Fund and Retirement 2065 Fund, the Staff disagrees with the characterization that the following
factors—portfolio management; portfolio composition; investment objectives, policies, and restrictions;
and expense structure—favor the acquiring funds being the accounting and performance survivors. It
appears to the Staff that those factors are neutral. Please consider discussing any performance differences
between the acquired and acquiring funds.

Response:

The Registrant acknowledges the similarities
between each acquiring fund and its corresponding acquired fund on the various factors to be considered
in determining the accounting and performance survivor of each reorganization. While the asset size of
each of the Retirement I 2060 Fund and the Retirement I 2065 Fund is larger than that of its respective
acquiring fund, it is not significantly larger. Further, the acquired funds will soon be closed to new
investments. In addition, the Retirement 2060 Fund incepted before its corresponding acquired fund, while
the Retirement 2065 Fund incepted at the same time as its corresponding acquired fund.

The
Registrant submits that given the similarities between the surviving fund and the acquiring fund (which
are also shared with the acquired fund, as noted in the analysis provided), it has determined that the
acquiring fund will be the accounting and performance survivor of each reorganization.

  * * *

If
you have any questions, please call me at 410-345-6646 or email me at brian.poole@troweprice.com.

Sincerely,

/s/
Brian R. Poole

Brian R. Poole

Vice President and Managing Legal Counsel, T. Rowe Price Associates,
Inc.