PRICE T ROWE MID CAP VALUE FUND INC
N-30D, 1997-08-13
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Semiannual Report

Mid-Cap
Value Fund
June 30, 1997
T. Rowe Price

Report Highlights

Mid-Cap Value Fund

o    A nearly ideal climate for stock investing benefited
     investors.  Mid-size companies performed well, although
     larger firms in general had the highest gains.

o    The fund's strong return for the six-month period
     outperformed the Lipper Mid Cap Funds Average but trailed
     the S&P MidCap Index.

o    Financials, consumer cyclicals, and selected mergers and
     acquisitions propelled the fund's gains.  Utilities and
     energy firms lagged, but we still see opportunity in these
     out-of-favor sectors.

o    Big-cap stocks currently sell at substantial premiums to
     both mid-cap and small-cap stocks, and we believe the stage
     is set for well-positioned mid-caps to outperform.

Fellow Shareholders

Your T. Rowe Price Mid-Cap Value Fund closed out its first year
with a solid performance that significantly outpaced both the
S&P MidCap Index and the Lipper Mid Cap Funds Average. A
near-ideal climate of economic growth, healthy corporate
earnings, and strong demand for equities was beneficial to the
mid-size, quality companies that we pursue. 

Performance Comparison

Periods Ended 6/30/97        6 Months     12 Months
________________________________________________________

Mid-Cap Value Fund             11.25%       29.38%

S&P MidCap Index               12.99        23.33

Lipper Mid Cap Funds Average    9.09        15.61

The fund rose 29.38% in the year since its inception,
substantially outperforming the unmanaged S&P MidCap. As noted
in the table, the portfolio also gained a healthy edge against
the Lipper Mid Cap Funds Average. For the most recent six-month
period, the fund's 11.25% gain did not fully keep up with the
S&P MidCap, but continued to exceed its comparable Lipper
average. Because the fund focuses on the value sector of the
mid-cap universe, there will be periods when its performance
will differ significantly from its mid-cap benchmarks, which
include both growth and value stocks. Fortunately, for the first
year the market favored our style of investing.

While we managed to substantially outperform the relevant
indices for the year, the portfolio lost ground to the large-cap
S&P 500 in both the 6- and 12-month periods. The S&P's 20%-plus
first half return dwarfed all other domestic indices as
investors favored large, liquid stocks. However, such a
divergence of performance is relatively uncommon, and with
big-cap stocks selling at substantial premiums to both mid-cap
and small-cap stocks, we believe the stage is set for
mid-caps-particularly the well-positioned, cash-generating niche
businesses we prefer-to outperform.

Investment Review

Our investment approach is straightforward. We seek mid-size
companies that, because they are either overlooked or
misunderstood, are relatively inexpensive compared with their
intrinsic value or prospects. We use our proprietary research to
find little-known businesses in out-of-the-way sectors. Those
that have demonstrably good business fundamentals can grow
rapidly in value when they catch the market's eye.

So far in 1997, the mid-cap sector's performance has been
dominated by a whopping 24.4% gain in financial stocks.
Fortunately, as the Sector Diversification chart shows, your
portfolio held 19% of assets in financials, a full weighting
relative to the S&P MidCap. Other top-performing sectors
included consumer cyclicals, up 15.77%, and technology, up
12.9%. At 16% of assets, consumer services and cyclicals also
made up a significant weighting in the portfolio. However,
because many technology companies carry higher valuations than
we prefer, the tech sector remained underweighted.

Sector Diversification

Reserves                                             9%

Consumer Nondurables                                14%

Energy, Utilities, and Miscellaneous                18%

Financials                                                  19%

Business Services and Transportation                 2%

Capital Equipment, Process Industries, and
     Basic Materials                                18%

Technology                                                  4%

Consumer Services and Cyclicals                     16%

Lagging sectors included utilities, up a mere 5% in the half,
and energy stocks (up 6%) which took a breather following
several great quarters of performance. The fund's weighting in
these areas was below the mid-cap benchmark. Nevertheless,
energy and utilities together totaled 18% of the portfolio-a
healthy weighting-because we see some opportunities in these
out-of-favor areas. Electric utilities, for example, make up 7%
of the portfolio at present. The market, concerned that industry
deregulation may severely disrupt the group's typically steady
earnings and dividends, is assigning electrics low valuations.
In certain cases, though, we believe the market's negative
sentiment is extreme, and the contrarian in us sees excellent
opportunity in the better-positioned, more competitive issues.
The best-performing stocks in the portfolio over the last six
months included FBL Financial Group, Harleysville Group, and
Unifi. FBL Financial Group, a $770 million market cap life
insurer out of Des Moines, Iowa, went public in 1996 at an
extremely attractive discount to book value. FBL is
conservatively managed and possesses both a great distribution
channel and a strong franchise as the largest underwriter to
America's farms and ranches. Moreover, at the offering, its book
value was dramatically understated due to large unrealized gains
in its investment portfolio. A program to capture these gains
drove the company's book value from $24 to $30, and FBL's shares
rallied in line. All in all, the position added nearly $400,000
in value to the portfolio.

Harleysville Group, the portfolio's second largest holding,
added just over $370,000 in value as the insurer rallied in
1997's first half due to strong earnings. Those of you who
reside in the mid-Atlantic region will undoubtedly recall last
January's "Blizzard of 1996"; Harleysville is a major auto
insurer in the region, and its earnings were hard hit in that
quarter. The shares fell to book value and prompted a great
buying opportunity. Fortunately, your Mid-Cap Value portfolio
took full advantage of the market's uncertainty, and we were
well positioned to benefit from Harleysville's predictably
strong first half in 1997.

Performance was further enhanced in our first year through
acquisition activity.

Unifi, your portfolio's largest holding, was also one of our
largest gainers in 1997's first half. This $2 billion market cap
firm is the world's largest texturizer of polyester and nylon
filament. We have known Unifi's management for most of the last
10 years and have been fortunate enough to pick several very
profitable investment opportunities in the name. We put a major
position in your portfolio last summer as the stock looked cheap
relative to its prodigious amount of cash flow. Our position was
validated when management announced a "Dutch Tender" to
repurchase a substantial amount of stock. The shares rallied
further recently as the firm announced its intention to spin off
its less-profitable spun yarn division. We gained over $300,000
from our position in Unifi in the first half.

Performance was further enhanced in our first year through
acquisition activity. During this year, four of our companies
were acquired,validating our focus on attractive niche
businesses. In 1997, Measurex (which makes industrial process
controls) agreed to be acquired by industrial giant Honeywell at
$35 per share-a gain of 45% above its then market value.
Chemicals supplier Petrolite was acquired by natural resources
conglomerate Baker Hughes at a 35% premium to its market value.
Electric utility DQE was in the midst of an acquisition by
competitor Allegheny Power at a 17% premium. Finally, financial
services firm PHH was acquired by HFS at an attractive 61%
premium.

Unfortunately, not all the stock stories were positive. Leading
losers in the period were Tupperware and Unisource Worldwide,
but the losses were limited to just over $200,000 each.
Tupperware reported weaker-than-expected earnings on
disappointing sales in both the U.S. and Asia, and a strong U.S.
dollar undermined profits in Tupperware's thriving European
division. Unisource also reported disappointing first quarter
earnings, as its net fell over 60% on declining paper prices and
a slower-than-expected pace of acquisitions in its system
services division. More on Unisource in our next section.

Portfolio Highlights

The largest purchases in the first half included American
Standard, Aliant Communications, and Stanley Works. American
Standard is a global manufacturer of air conditioning, plumbing,
and commercial-vehicle braking products. This $3.5 billion
market cap stock possesses very strong brands such as Trane,
American Standard, and WABCO. American Standard is a
high-quality industrial company which sells at discount prices.
The stock struggled in recent weeks as investors worried about
a potentially weak summer air conditioning season. Despite the
weather, we still see ASD posting excellent full-year results,
and the stock is quite attractively priced at 12.4 times
anticipated 1998 earnings.

Aliant is a $700 million market cap, independent telephone
company in Lincoln, Nebraska. It offers service in most of the
state, except Omaha. Aliant is well run and well positioned. We
believe it can make the most of excellent growth opportunities,
including second phone line penetration, voice mail, and caller
ID services. Moreover, it is arguably one of the finest cellular
operators in the country, given its 13% penetration rate in
Nebraska. These attributes aside, its rural location shields it
somewhat from the increasing competition in local exchange
services. Early this year you could acquire this fine company at
a 20% discount to the average regional Bell operating company.
This discount plus a hefty 4% yield made a great bargain.

Stanley Works is a global producer of tools, hardware, and
specialty hardware items for the consumer, commercial, and
industrial markets. Even a brief tour of your local hardware
store will turn up dozens of items branded with the Stanley
Works logo. Long a terrific franchise, the firm has often been
cited as an underperforming property. Earlier in 1997, Stanley
Works announced that John Trani, a long-time key executive at
General Electric, had been hired as its new chairman. New
management at an underperforming franchise has long been one of
our favorite catalysts to help the market realize a company's
value. We've followed Trani's career at GE over the years, and
we were quite familiar with the role he played in building GE's
medical equipment division into a global powerhouse. Stanley has
the niche and we believe Trani has the skills to dramatically
improve returns. Priced at only 12 times 1998 earnings at
purchase, the shares have already proven quite the bargain by
rising over 30% in a very brief period. We expect more great
things to come.

Finally, we'd like to use a specific stock to highlight a
less-discussed aspect of our investment philosophy. As a rule,
we are patient investors and prefer to find solid companies to
own for two to three years. Occasionally, however, we blunder.
Our strategy in these cases is to quickly identify the mistake
and rectify it. Unisource Worldwide, identified earlier as a
losing fund investment, illustrates this point.

As a rule, we are patient investors and prefer to find solid
companies to own for two to three years.

Unisource was the paper distribution arm of Alco Standard, a
fine company with a great track record. At the time of
Unisource's spin-out from Alco, we believed the company
possessed solid management, an attractive business niche, and
significant growth opportunities through both internal sales and
a series of planned acquisitions. Unfortunately, the company
prereleased a poor quarter and disappointing business outlook
this past March. In retrospect it is clear that the business is
very vulnerable to paper prices and, further, that management is
struggling to pull together an adequate control system so
crucial to managing a difficult and fragmented cyclical
business.

Had we remained comfortable with the base business, we might
have added aggressively to the position as investors punished
the shares. In the wake of the company's many disappointments
and a slower-than-expected implementation of a cost reduction
program, we preferred to sell a portion of our shares at a
modest loss. Unisource may have a good niche, but much work
needs to be done before we can be confident that the firm is on
track.

Rounding out the major sales were Measurex and Petrolite as
tender offers followed the previously mentioned mergers.

Outlook

Stock valuations overall continue to look quite expensive, as
evidenced by the historically low 1.7% dividend yield on the S&P
500. The equity markets have been following a strong blue chip
rally for the past two and a half years, where much of the
market's gains have been concentrated in a few large household
names. As the quarter ended, the recent flood of "indexing"
dollars to large-caps at the expense of small- and mid-cap
investing strategies continued unabated.

However, we still see excellent value in the mid-cap sector. We
also believe that valuations will eventually catch up with the
large-caps and that investors will once again seek the better
values to be found among mid-size stocks. When the market
rotation occurs out of big-cap stocks it will undoubtedly be
accompanied by increased volatility and price weakness.
Fortunately, our investing strategy tends to help the fund hold
its value better during an overall downward movement in the
equity markets. We remain confident that our style of finding
attractively priced, cash-generating niche businesses will
enable us to con-tinue to build long-term value for our
shareholders. Thanks again for your continued support. 

Respectfully submitted,

Greg A. McCrickard

President and Chairman of the Investment Advisory Committee

July 24, 1997

T. Rowe Price Mid-Cap Value Fund

Portfolio Highlights

TWENTY-FIVE LARGEST HOLDINGS 

                                                 Percent of
                                                 Net Assets
                                                    6/30/97
______________________________________________________________
__________


Unifi                                                   2.1%

Harleysville Group                                      1.9

Tomkins                                                 1.7

Analogic                                                1.6

Aliant Communications                                   1.5
______________________________________________________________
__________

Masco                                                   1.5

Hubbell                                                 1.4

Richfood Holdings                                       1.4

First Brands                                            1.3

Selective Insurance                                     1.3
______________________________________________________________
__________

DQE                                                     1.3

FBL Financial Group                                     1.2

TriMas                                                  1.2

McCormick                                               1.2

W. R. Berkley                                           1.2
______________________________________________________________
__________

Great Lakes Chemical                                    1.1

Union Texas Petroleum                                   1.1

Stanley Works                                           1.1

Mercantile Bankshares                                   1.1

Chris-Craft                                             1.1
______________________________________________________________
_________

Signet Banking                                          1.1

AmerUs Life                                             1.0

Gulfstream Aerospace                                    1.0

American Standard                                       1.0

Teleflex                                                1.0
______________________________________________________________
__________

Total                                                  32.4%

T. Rowe Price Mid-Cap Value Fund

Portfolio Highlights

MAJOR PORTFOLIO CHANGES

Listed in descending order of size


6 Months Ended 6/30/97

Ten Largest Purchases
___________________________________

Unisource Worldwide *

American Standard *

Aliant Communications

Century Telephone Enterprises *

Gulfstream Aerospace *

Valassis Communications *

Stanley Works *

Kilroy Realty *

Texas Industries *

Richfood Holdings


Ten Largest Sales
___________________________________

Measurex **

Unisource Worldwide

Petrolite **

PECO Energy **

ARM Financial **

Tupperware

Compania A Venezuela **

Philip Services

Frontier

HFS **

*Position added
**Position eliminated

T. Rowe Price Mid-Cap Value Fund

Performance Comparison

This chart shows the value of a hypothetical $10,000 investment
in the fund over the past 10 fiscal year periods or since
inception (for funds lacking 10-year records). The result is
compared with a broad-based average or index. The index return
does not reflect expenses, which have been deducted from the
fund's return.

Performance Comparison
As of 6/30/97

<TABLE>
<CAPTION>                                                    
                                                    Lipper
                         Mid-Cap      S&P MidCap    Mid Cap
                       Value Fund        Index   Funds Average
<S>                  <C>           <C>            <C>
6/28/96              $   10,000    $   10,000     $   10,000
6/97                 $   12,938    $   12,333     $   11,561
</TABLE>

Average Annual Compound Total Return

This table shows how the fund would have performed each year if
its actual (or cumulative) returns for the periods shown had
been earned at a constant rate.

                                       Since   Inception
Periods Ended 6/30/97      1 Year  Inception        Date

Mid-Cap Value Fund         29.38%     29.20%     6/28/96

Investment return and principal value represent past performance
and will vary. Shares may be worth more or less at redemption
than at original purchase.

T. Rowe Price Mid-Cap Value Fund
Unaudited

Financial HighlightsFor a share outstanding throughout each period

                                6 Months        6/28/96
                                   Ended        Through
                                 6/30/97       12/31/96

NET ASSET VALUE
Beginning of period              $ 11.56        $    10.00

Investment activities
   Net investment income            0.05*             0.10*

   Net realized and
   unrealized gain (loss)           1.25              1.53

   Total from
   investment activities            1.30              1.63

Distributions
   Net investment income               -             (0.07)

NET ASSET VALUE
End of period                    $ 12.86         $   11.56

Ratios/Supplemental Data

Total return                      11.25%*           16.30%*

Ratio of expenses to
average net assets                 1.25%*!           1.25%*!

Ratio of net investment
income to average
net assets                         1.05%*!           2.10%*!

Portfolio turnover rate            21.5%!             3.9%!

Average commission rate paid     $0.0335         $  0.0286

Net assets, end of period
(in thousands)                   $75,347         $  49,189

*  Excludes expenses in excess of a 1.25% voluntary expense
   limitation in effect through 12/31/97.
!  Annualized.

The accompanying notes are an integral part of these financial
statements. 

T. Rowe Price Mid-Cap Value Fund
Unaudited                                                     
June 30, 1997

Statement of Net Assets             Shares/Par        Value
                                               In thousands
Common Stocks  90.1%

FINANCIAL  18.6%

Bank and Trust  5.4%

Bank United                              9,800    $     374

First Security                          26,250          718

Mercantile Bancorporation               11,000          668

Mercantile Bankshares                   20,000          798

Northern Trust                          14,200          688

Signet Banking                          22,000          792

                                                      4,038
Insurance  10.5%

ACE Limited                              5,500          406

AmerUs Life                             28,000          779

FBL Financial Group                     24,000          906

Harleysville Group                      38,000        1,446

LaSalle Re Holdings                     17,000          502

PartnerRe Holdings                      18,000          686

PennCorp Financial Group                10,000          385

PMI Group                                2,000          125

Selective Insurance                     20,300          983

UICI *                                  14,100          415

UNUM                                    10,400          437

W. R. Berkley                           15,000          877

                                                      7,947

Financial Services  2.7%

Delta Financial *                       28,000          535

Green Tree Financial                    12,000          428

H&R Block                               12,000          387

Sallie Mae                               5,600          711

                                                      2,061

Total Financial                                      14,046

UTILITIES  11.1%

Telephone Services  4.2%

Aliant Communications                   58,000        1,135

Century Telephone Enterprises           22,000    $     741

Frontier                                15,000          299

Southern New England Telecomm           14,000          544

Telephone and Data Systems              11,500          437

                                                      3,156

Electric Utilities  6.9%

DQE                                     34,000          960

Illinova                                30,000          660

New York State Electric & Gas           13,800          288

NIPSCO                                  17,400          719

Ohio Edison                             23,000          502

Pinnacle West Capital                   24,500          736

Teco Energy                             26,000          665

United Water Resources                  34,000          659

                                                      5,189

Total Utilities                                       8,345

CONSUMER NONDURABLES  14.1%

Food Processing  1.7%

International Multifoods                15,000          377

McCormick                               35,000          886

                                                      1,263

Pharmaceuticals  0.7%

Perrigo *                               40,000          502

                                                        502

Health Care Services  1.0%

Apria Healthcare *                      20,000          355

PacifiCare Health Systems (Class A) *    2,000          121

PacifiCare Health Systems (Class B) *    5,000          319

                                                        795

Miscellaneous Consumer Products  9.8%

First Brands                            44,000        1,009

Premark International                   23,000          615

Reebok                                  10,000          468

Richfood Holdings                       40,000        1,040

Stanley Works                           20,000          800

Tomkins (GBP)                          290,000        1,265

Unifi                                   42,000    $   1,570

WestPoint Stevens *                     15,500          606

                                                      7,373

Hospital Supplies/Hospital 
Management  0.9%

Quest Diagnostics *                     32,500          668

                                                        668

Total Consumer Nondurables                           10,601

CONSUMER SERVICES  7.2%

Specialty Merchandisers  1.3%

CVS                                      7,604          390

McKesson                                 6,000          465

Tupperware                               4,000          146

                                                      1,001
Entertainment and Leisure  0.2%

FelCor Suites Hotels                     4,000          149

                                                        149

Media and Communications  4.1%

Chris-Craft *                           16,480          795

New York Times (Class A)                11,000          544

Pulitzer Publishing                      7,599          403

Scholastic *                            10,000          350

Valassis Communications *               30,000          720

Washington Post (Class B)                  600          239

                                                      3,051

General Merchandisers  1.6%

Neiman Marcus Group *                   20,000          525

Warnaco Group (Class A)                 22,000          701

                                                      1,226

Total Consumer Services                               5,427

CONSUMER CYCLICALS  8.6%

Automobiles and Related  1.3%

Littelfuse *                            13,400          375

SPX                                     10,000          648

                                                      1,023

Building & Real Estate  5.8%

Arden Realty Group, REIT                 7,500    $     195

CarrAmerica Realty, REIT                 7,000          201

Federal Realty Investment 
   Trust, REIT                          15,500          419

Kilroy Realty, REIT                     18,500          467

Owens Corning                           12,000          518

Patriot American Hospitality, REIT       9,300          237

Rouse                                   12,000          354

Security Capital Atlantic, REIT         24,500          587

SECURITY CAPITAL PACIFIC TRUST, REIT    13,000          297

Simon DeBartolo Group, REIT              6,290          201

Starwood Lodging, REIT                   7,800          333

Texas Industries                        20,000          531

                                                      4,340

Miscellaneous Consumer Durables  1.5%

Masco                                   26,500        1,107

                                                      1,107

Total Consumer Cyclicals                              6,470

TECHNOLOGY  3.9%

Electronic Components  2.3%

Analogic                                34,500        1,184

Maxim Integrated Products *              5,450          310

Molex                                    6,687          244

                                                      1,738

Aerospace & Defense  1.6%

Gulfstream Aerospace *                  26,000          767

Tracor *                                16,000          400

                                                      1,167

Total Technology                                      2,905

CAPITAL EQUIPMENT  8.0%

Electrical Equipment  1.4%

Hubbell (Class A)                        1,000           42

Hubbell (Class B)                       23,000        1,012

                                                      1,054

Machinery  6.6%

American Standard *                     17,000    $     761

Aptargroup                              10,000          452

Coltec Industries *                     19,000          371

Danaher                                 10,000          508

FMC *                                    4,500          357

Greenfield Industries                   20,000          545

IDEX                                    10,000          330

Teleflex                                24,000          750

TriMas                                  32,000          900

                                                      4,974

Total Capital Equipment                               6,028

BUSINESS SERVICES AND 
TRANSPORTATION  1.9%

Environmental  0.2%

Philip Services *                       10,000          159

                                                        159

Transportation Services  0.8%

Landstar Systems *                      10,000          282

Werner Enterprises                      14,000          273

                                                        555

Computer Service and Software  0.9%

Sterling Software                       22,500          703

                                                        703

Total Business Services and Transportation            1,417

ENERGY  7.1%

Energy Services  3.2%

Camco International                     10,000          547

Cooper Cameron *                         6,000          281

McDermott International                 25,000          730

Santa Fe International *                 4,800          163

Witco                                   19,000          721

                                                      2,442

Exploration and Production  2.0%

Devon Energy                            11,550    $     424

Rutherford-Moran Oil *                  22,000          518

Weatherford Enterra *                   13,500          520

                                                      1,462

Integrated Petroleum - Domestic  1.9%

Murphy Oil                              12,500          609

Union Texas Petroleum                   40,000          838

                                                      1,447

Total Energy                                          5,351

PROCESS INDUSTRIES  5.2%

Specialty Chemicals  1.9%

Georgia Gulf                            19,000          552

Great Lakes Chemical                    16,500          865

                                                      1,417

Paper and Paper Products  2.4%

Consolidated Papers                     11,000          594

James River                              8,725          323

Jefferson Smurfit *                     20,000          322

Unisource Worldwide                     12,500          200

Willamette Industries                    5,500          385

                                                      1,824

Forest Products  0.9%

Deltic Timber                            2,428           71

Rayonier                                15,000          631

                                                        702

Total Process Industries                              3,943

BASIC MATERIALS  4.4%

Metals  2.9%

Cambior                                 35,000          396

Nucor                                   12,000          678

Reynolds Metals                          6,000          427

Rustenburg Platinum (ZAR)               36,000          659

                                                      2,160

Mining  1.5%

LONRHO (GBP)                           200,000    $     423

Newmont Mining                          13,760          537

TVX Gold *                              40,000          212

                                                      1,172

Total Basic Materials                                 3,332

Total Common Stocks (Cost  $56,893)                  67,865

Convertible Preferred Stocks  0.5%

Security Capital Industrial Trust,
REIT, (Series B), 7.00%                 12,000          332

Total Convertible Preferred 
   Stocks (Cost  $281)                                  332

Convertible Bonds  0.3%

Liberty Property Trust, Sub. 
   Deb., 8.00%, 7/1/01             $   200,000          248

Total Convertible Bonds (Cost  $205)                        248

Short-Term Investments  10.0%

Certificates of Deposit  4.0%

Banque Nationale de Paris, 
   5.74%, 7/28/97                    1,000,000        1,000

Deutsche Bank AG, 5.78%, 8/12/97     1,000,000        1,000

Union Bank of California, 
   5.55%, 7/11/97                    1,000,000        1,000

                                                      3,000

Commercial Paper  6.0%

Beta Finance, 4(2), 5.58%, 9/19/97                1,000,000 988

Chrysler Financial, 5.67%, 7/10/97                1,200,000 
1,198

Investments in Commercial Paper 
   through a Joint Account
   6.05 - 6.20%, 7/1/97              2,363,270        2,363

                                                      4,549

Total Short-Term Investments (Cost  
   $7,549)                                            7,549

Total Investments in Securities

100.9% of Net Assets (Cost $64,928)               $  75,994

Other Assets Less Liabilities                          (647)

NET ASSETS                                        $  75,347

Net Assets Consist of:

Accumulated net investment 
   income - net of distributions                            $350

Accumulated net realized gain/loss - 
   net of distributions                                 819

Net unrealized gain (loss)                           11,066

Paid-in-capital applicable to 
   5,858,939 shares of $0.0001 par
   value capital stock outstanding; 
   1,000,000,000 shares authorized                   63,112

NET ASSETS                                        $  75,347
                                                  _________

NET ASSET VALUE PER SHARE                         $   12.86
                                                  _________

     *   Non-income producing
  REIT   Real Estate Investment Trust
  4(2)   Commercial paper sold within terms of a private
         placement memorandum, exempt from registration under
         section 4.2 of the Securities Act of 1933, as amended,
         and may be sold only to dealers in that program or
         other  "accredited investors."
   GBP   British sterling
   ZAR   South African rand

The accompanying notes are an integral part of these financial
statements. 

T. Rowe Price Mid-Cap Value Fund
Unaudited

Statement of Operations
In thousands
                                                   6 Months
                                                      Ended
                                                    6/30/97

Investment Income

Income
   Dividend                                       $     542
   Interest                                             181

   Total income                                         723

Expenses
   Investment management                                191
   Shareholder servicing                                118
   Custody and accounting                                45
   Registration                                          17
   Prospectus and shareholder reports                     7
   Legal and audit                                        4
   Directors                                              3
   Miscellaneous                                          8

   Total expenses                                       393

Net investment income                                   330

Realized and Unrealized Gain (Loss)

Net realized gain (loss) Securities                     834
   Foreign currency transactions                         (1)

   Net realized gain (loss)                             833

Change in net unrealized gain or loss 
   on securities                                      6,022

Net realized and unrealized gain (loss)               6,855

INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS                            $   7,185
                                                   ________

The accompanying notes are an integral part of these financial
statements. 

T. Rowe Price Mid-Cap Value Fund
Unaudited

Statement of Changes in Net Assets
In thousands

                                      6 Months      6/28/96
                                         Ended      Through
                                       6/30/97     12/31/96
Increase (Decrease) in Net Assets

Operations

   Net investment income           $       330    $     303
   Net realized gain (loss)                833          (17)
   Change in net unrealized 
     gain or loss                        6,022        5,044

   Increase (decrease) in net 
     assets from operations              7,185        5,330

Distributions to shareholders
   Net investment income                     -         (289)

Capital share transactions*
   Shares sold                          30,192       48,225
   Distributions reinvested                  -          280
   Shares redeemed                     (11,219)      (4,590)

   Increase (decrease) in net 
     assets from capital
     share transactions                 18,973       43,915

Net equalization                             -          133

Net Assets

Increase (decrease) during period       26,158       49,089
Beginning of period                     49,189          100

End of period                      $    75,347    $  49,189
                                   ________________________

*Share information

   Shares sold                           2,552        4,647
   Distributions reinvested                  -           24
   Shares redeemed                        (948)        (426)

   Increase (decrease) in 
     shares outstanding                  1,604        4,245

The accompanying notes are an integral part of these financial
statements. 


T. Rowe Price Mid-Cap Value Fund
Unaudited                                         June 30, 1997

Notes to Financial Statements

Note 1 - Significant Accounting Policies

T. Rowe Price Mid-Cap Value Fund, Inc. (the fund) is registered
under the Investment Company Act of 1940 as a diversified,
open-end management investment company and commenced operations
on June 28, 1996.

Valuation  Equity securities are valued at the last quoted sales
price on the day the valuations are made. A security which is
listed or traded on more than one exchange is valued at the
quotation on the exchange determined to be the primary market
for such security. Listed securities not traded on a particular
day and securities regularly traded in the over-the-counter
market are valued at the mean of the latest bid and asked
prices.

Debt securities are generally traded in the over-the-counter
market and are valued at a price deemed best to reflect fair
value as quoted by dealers who make markets in these securities
or by an independent pricing service. Short-term debt securities
are valued at amortized cost which, when combined with accrued
interest, approximates fair value.

For purposes of determining the fund's net asset value per
share, the U.S. dollar value of all assets and liabilities
initially expressed in foreign currencies is determined by using
the mean of the bid and offer prices of such currencies against
U.S. dollars quoted by a major bank.

Assets and liabilities for which the above valuation procedures
are inappropriate or are deemed not to reflect fair value are
stated at fair value as determined in good faith by or under the
supervision of the officers of the fund, as authorized by the
Board of Directors.

Currency Translation  Assets and liabilities are translated into
U.S. dollars at the prevailing exchange rate at the end of the
reporting period. Purchases and sales of securities and income
and expenses are translated into U.S. dollars at the prevailing
exchange rate on the dates of such transactions. The effect of
changes in foreign exchange rates on realized and unrealized
security gains and losses is reflected as a component of such
gains and losses.

Premiums and Discounts  Premiums and discounts on debt
securities are amortized for both financial reporting and tax
purposes.

Other  Income and expenses are recorded on the accrual basis.
Investment transactions are accounted for on the trade date.
Realized gains and losses are reported on the identified cost
basis. Dividend income and distributions to shareholders are
recorded by the fund on the ex-dividend date. Income and capital
gain distributions are determined in accordance with federal
income tax regulations and may differ from those determined in
accordance with generally accepted accounting principles.
Effective January 1, 1997, the fund discontinued its practice of
equalization. The results of operations and net assets were not
affected by this change.

Note 2 - Investment Transactions

Commercial Paper Joint Account  The fund, and other affiliated
funds, may transfer uninvested cash into a commercial paper
joint account, the daily aggregate balance of which is invested
in high-grade commercial paper. All securities purchased by the
joint account satisfy the fund's criteria as to quality, yield,
and liquidity.

Other  Purchases and sales of portfolio securities, other than
short-term securities, aggregated $23,545,000 and $6,136,000,
respectively, for the six months ended June 30, 1997.

Note 3 - Federal Income Taxes

No provision for federal income taxes is required since the fund
intends to continue to qualify as a regulated investment company
and distribute all of its taxable income. The fund has unused
realized capital loss carryforwards for federal income tax
purposes of $14,000 which expires in 2004. The fund intends to
retain gains realized in future periods that may be offset by
available capital loss carryforwards. 

At June 30, 1997, the aggregate cost of investments for federal
income tax and financial reporting purposes was $64,928,000, and
net unrealized gain aggregated $11,066,000, of which $11,974,000
related to appreciated investments and $908,000 to depreciated
investments.

Note 4 - Related Party Transactions

The investment management agreement between the fund and T. Rowe
Price Associates, Inc. (the manager) provides for an annual
investment management fee, of which $42,000 was payable at June
30, 1997. The fee is computed daily and paid monthly, and
consists of an individual fund fee equal to 0.35% of average
daily net assets and a group fee. The group fee is based on the
combined assets of certain mutual funds sponsored by the manager
or Rowe Price-Fleming International, Inc. (the group). The group
fee rate ranges from 0.48% for the first $1 billion of assets to
0.30% for assets in excess of $80 billion. At June 30, 1997, and
for the six months then ended, the effective annual group fee
rate was 0.33%. The fund pays a pro-rata share of the group fee
based on the ratio of its net assets to those of the group.

Under the terms of the investment management agreement, the
manager is required to bear any expenses through December 31,
1997, which would cause the fund's ratio of expenses to average
net assets to exceed 1.25%. Thereafter, through December 31,
1999, the fund is required to reimburse the manager for these
expenses, provided that average net assets have grown or
expenses have declined sufficiently to allow reimbursement
without causing the fund's ratio of expenses to average net
assets to exceed 1.25%. Pursuant to this agreement, $22,000 of
management fees were not accrued by the fund for the six months
ended June 30, 1997. Additionally, $78,000 of unaccrued 1996
management fees are subject to reimbursement through December
31, 1999.

In addition, the fund has entered into agreements with the
manager and two wholly owned subsidiaries of the manager,
pursuant to which the fund receives certain other services. The
manager computes the daily share price and maintains the
financial records of the fund. T. Rowe Price Services, Inc., is
the fund's transfer and dividend disbursing agent and provides
shareholder and administrative services to the fund. T. Rowe
Price Retirement Plan Services, Inc., provides subaccounting and
recordkeeping services for certain retirement accounts invested
in the fund. The fund incurred expenses pursuant to these
related party agreements totaling approximately $121,000 for the
six months ended June 30, 1997, of which $23,000 was payable at
period-end.

During the six months ended June 30, 1997, the fund, in the
ordinary course of business, placed security purchase and sale
orders aggregating $216,000 with certain affiliates of the
manager and paid commissions of $1,000 related thereto.

For yield, price, last transaction, 
current balance, or to conduct 
transactions, 24 hours, 7 days 
a week, call Tele*Access(registered trademark): 
1-800-638-2587 toll free

For assistance 
with your existing 
fund account, call: 
Shareholder Service Center
1-800-225-5132 toll free 
410-625-6500 Baltimore area

To open a Discount Brokerage 
account or obtain information,
call:   1-800-638-5660 toll free

Internet address:
www.troweprice.com

T. Rowe Price Associates
100 East Pratt Street
Baltimore, Maryland  21202

This report is authorized for 
distribution only to shareholders 
and to others who have received 
a copy of the prospectus of the 
T. Rowe Price Mid-Cap Value Fund.

Investor Centers:
101 East Lombard St.
Baltimore, MD 21202

T. Rowe Price 
Financial Center
10090 Red Run Blvd.
Owings Mills, MD 21117

Farragut Square
900 17th Street, N.W.
Washington, D.C. 20006

ARCO Tower
31st Floor
515 South Flower St.
Los Angeles, CA 90071

4200 West Cypress St.
10th Floor
Tampa, FL 33607

T.RowePrice, Invest With Confidence(registered trademark)
T. Rowe Price Investment Services, Inc., Distributor.         
F15-051  6/30/97



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