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T. ROWE PRICE
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MID-CAP VALUE FUND, INC.
Supplement to Prospectus dated June 27, 1996
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This supplement is to notify you that the information that
appears below in italics has been modified from the June 27,
1996, prospectus. The changed paragraph is located under "Fund,
Market, and Risk Characteristics: What to Expect" on page 3 of
the prospectus. The revision is the result of a typesetting
omission and does not reflect a change in the fund's investment
program.
What is the fund's investment program?
Reflecting a "value approach" to investing, the fund will seek
companies whose current stock prices do not appear to reflect
their underlying value as measured by assets, earnings, cash
flow, or business franchises. The fund will invest at least 65%
of its assets in companies whose market capitalization (stock
price multiplied by shares outstanding) falls between $300
million and $5 billion.
Most of the assets will be invested in U.S. common stocks.
However, the fund may also purchase other types of securities,
for example, foreign stocks, convertible securities, and
warrants, when considered consistent with the fund's investment
objective and program. The fund may also engage in a variety of
investment management practices, such as buying and selling
futures and options. (Please see "Investment Policies and
Practices" for further details about the fund's investments.)
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The date of this Supplement is July 15, 1996.
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