U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
T. Rowe Price Mid-Cap Value Fund, Inc
100 East Pratt Street
Baltimore, MD 21202
2. Name of each series or class of funds for which this notice is
filed:
Not Applicable
3. Investment Company Act File Number: 811-07605
Securities Act File Number: 333-02993
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
<PAGE>
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
4,656,911 shares aggregating $48,481,101
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
4,656,911 shares aggregating $48,481,101
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
24,392 shares aggregating $280,260
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 48,481,101
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$ 280,260
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): -$4,613,498
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + -0-
<PAGE>
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): = $44,147,863
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $ 13,378.14
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commissions's Rules of Informal and Other Procedures
(17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
Carmen F. Deyesu, Treasurer
By (Signature and Title)*
February 21, 1997
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
February 21, 1997
T. Rowe Price Mid-Cap Value Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Mid-Cap Value Fund, Inc., a
Maryland corporation (the "Corporation"), is filing
with the Securities and Exchange Commission a Rule
24f-2 Notice containing the information specified in
paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940 (the "Rule"). The effect of the
Rule 24f-2 Notice, when accompanied by this opinion
and by the filing fee, if any, payable as prescribed
by paragraph (c) of the Rule will be to make definite
the number of shares sold by the Corporation during
the fiscal year ending December 31, 1996 in reliance
upon the Rule, if any (the "Rule 24f-2 Shares").
We have, as counsel, participated in various
corporate and other proceedings relating to the
Corporation and to the Rule 24f-2 Shares. We have
examined copies, either certified or otherwise proven
to our satisfaction to be genuine, of its Charter and
By-Laws, as currently in effect, and a certificate
dated February 5, 1997, issued by the Department of
Assessments and Taxation of the State of Maryland
certifying the existence and good standing of the
Corporation. We have also reviewed the Corporation's
Registration Statement on Form N-1A and the form of
the Rule 24f-2 Notice being filed by the Corporation.
We are generally familiar with the corporate affairs
of the Corporation.
The Corporation has advised us that the Rule
24f-2 Shares were sold in the manner contemplated by
the prospectus of the Corporation that was current and
effective under the Securities Act of 1933 at the time
of sale, and that the Rule 24f-2 Shares were sold in
numbers within the limits prescribed by the Charter of
the Corporation for a consideration not less than the
par value thereof as required by the laws of Maryland
and not less than the net asset value thereof as
required by the Investment Company Act of 1940.
Based upon the foregoing, it is our opinion
that:
1. The Corporation has been duly organized
and is legally existing under the laws of
the State of Maryland.
2. The Corporation is authorized to issue one
billion (1,000,000,000) shares of Capital
Stock, par value one hundredth of one cent
($.0001) per share. Under Maryland law,
(i) the number of authorized shares may be
increased or decreased by action of the
Board of Directors and (ii) shares which
were issued and which have subsequently
been redeemed by the Corporation are, by
virtue of such redemption, restored to the
status of authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued
and are fully paid and non-assessable.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission together
with the Rule 24f-2 Notice of the Corporation, and to
the filing of this opinion under the securities laws
of any state.
We are members of the Bar of the State of New
York and do not hold ourselves out as being conversant
with the laws of any jurisdiction other than those of
the United States of America and the State of New
York. We note that we are not licensed to practice
law in the State of Maryland, and to the extent that
any opinion expressed herein involves the law of
Maryland, such opinion should be understood to be
based solely upon our review of the documents referred
to above, the published statutes of that State and,
where applicable, published cases, rules or
regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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