PRICE T ROWE MID CAP VALUE FUND INC
N-30D, 1999-08-06
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Semiannual Report

Mid-Cap
Value Fund

June 30, 1999


T. Rowe Price


Report Highlights
- --------------------------------------------------------------------------------

Mid-Cap Value Fund

o    Positive economic news helped cyclicals, mid-size companies, and value
     stocks begin to recover in the second quarter of the year.

o    The fund's 12-month performance still trails several larger,
     growth-oriented indexes, but six-month gains reflect the turnaround.

o    The fund benefited strongly from several inexpensively priced cyclical and
     capital goods stocks.

o    We continued to find high-quality companies at very attractive prices
     during the period.

o    Rapid changes in market leadership make us cautious about the future, but
     we are confident our investment strategy will be effective in any market
     environment.


Fellow Shareholders

The second quarter of 1999 saw the market headwinds change sharply in favor of
your fund. Improved foreign economies and strong domestic growth encouraged
investors to shift their attention to cyclicals as well as small- and mid-cap
stocks, many of which had become quite inexpensive. After leading for several
quarters, blue chips took a back seat to more modestly sized companies, and
high-priced growth stocks lagged value stocks.

     Reflecting the turnaround, your fund had a strong second quarter, rising
     12.81%. That showing contributed to a 7.03% six-month gain that outpaced
     the growth-oriented S&P MidCap Index's 6.87% results. However, significant
     technology exposure in the Lipper Mid Cap Funds Average helped it
     outperform your fund so far in 1999. For the full year, your fund trailed
     the broad benchmarks, as its value focus was severely out of favor in all
     but the last three months of the period.


Performance Comparison
- --------------------------------------------------------------------------------

Periods Ended 6/30/99                            6 Months           12 Months
- --------------------------------------------------------------------------------

Mid-Cap Value Fund                                  7.03%               2.29%

S&P MidCap Index                                    6.87               17.18

Lipper Mid Cap Funds Average                       12.13               13.36


     Economic data released in the fourth quarter of 1998 and the first of 1999
     were surprisingly strong, with GDP growth running well ahead of projections
     and consumer spending outpacing personal earnings. The price of oil also
     rose significantly. The news prompted the Federal Reserve to raise the
     federal funds target rate by a quarter percentage point in hopes of
     forestalling inflationary pressures. Even this move, however, only modestly
     reduced investor optimism regarding the domestic economy.

     In this environment, some of the best-performing sectors during the past
     quarter were capital goods and consumer cyclicals, which rose 26% and 9%,
     respectively. For the full six-month period, energy was also among the
     market leaders, with a 33% advance. Each of these market segments was well
     represented in your portfolio as they carried very attractive value
     characteristics, and the fund benefited greatly in April and May as
     investors shunned the technology sector and focused on the solid values in
     industrial America. On the other hand, your fund did not participate very
     much when technology and communications services stocks rallied at the
     period's end. We have so far found few attractively priced opportunities in
     technology, particularly among Internet-dominated communications services
     companies. Too many of the stocks in these sectors have been priced well
     above what we consider appropriate valuations.

     The worst-performing market sectors for the half year were those with
     steady growth characteristics. Utilities, health care, and consumer staples
     all declined, by 5.86%, 3.65%, and 3.33%, respectively. Fortunately, your
     fund had an underweighted position in health care and also less utilities
     exposure than the value segment of the mid-cap indices.


INVESTMENT REVIEW

     In keeping with the trends described earlier, our top-three performers for
     the second quarter were A.O. Smith, Unifi, and Inco, each of which showed
     how 1999's more receptive environment for cyclicals could benefit
     low-priced, high-quality companies. A.O. Smith, a well-managed manufacturer
     that produces electric motors, water heaters, and storage tanks, suffered
     inexplicably in the first quarter, selling off by 22.6% despite solid
     fundamentals. Then it was rediscovered in the second quarter, rising 47.4%
     and adding nine cents to the fund's NAV. The company recently purchased the
     Industrial Motor assets of Magnetek, which we think should support higher
     earnings per share going forward. Trading at only 12 times its adjusted
     earnings per share, we still find great value here.


Information on Year-End Distributions
- --------------------------------------------------------------------------------

To help you with tax planning, we try to give you a good idea of the per-share
income and capital gain amounts our funds may distribute near year-end. In late
October, we will provide estimates of these amounts, which will be paid on
December 16, 1999, to shareholders of record on December 14. These preliminary
numbers will be included in The Price Report mailing to shareholders in late
October and will also be available on our Web site-www.troweprice.com.

We hope that these preliminary numbers will be useful to you in approximating
the income and capital gains taxes you may pay on distributions to taxable
accounts.

If your fund distributed any capital gains earlier in 1999, you can find the
amounts on your statements and should include them in your tax planning
calculations. Please keep in mind that the numbers are not final and are likely
to be revised before the December 14 declaration and record date. As the fall
progresses, you may want to check our Web site for revisions.

If you would like information on tax matters relating to mutual funds, please
visit our Web site to download our Insights report, Tax Information for Mutual
Fund Investors, or call 1-800-225-5132 to request a copy.


     Unifi's shares also recovered smartly from an early-1999 sell-off, rising
     66.7% in the second quarter. This textile company suffered from the "Asian
     Flu" last year, as Far Eastern competitors dumped polyester fiber into the
     U.S. market and made operating conditions quite difficult. The worst
     troubles appear to have abated, however, and recently, operating rates and
     profits were rising once again. Longtime Chairman Allen Mebane has
     reassumed operating control of the firm, and we expect Unifi to quickly
     recover to its old profitable form.

     Finally, Inco, the world's largest producer of nickel outside the former
     Soviet Union, benefited from several positive developments in 1999 after a
     weak 1998. First, the price of nickel rose as producer cutbacks and delays
     in commissioning new mines in Australia drained the supply of the metal. At
     the same time, prospects improved for higher demand in Japan and the rest
     of Asia. Second, the company has been successful in developing the large,
     world-class Voiseys Bay nickel deposit in Labrador. Finally, first quarter
     results showed that the firm had made visible progress in restructuring its
     operations and balance sheet. These results helped drive Inco's shares from
     $13 to $18.

     During the second quarter rally, only two holdings were especially weak:
     Parametric Technology and Richfood Holdings. Parametric shares declined 30%
     as it missed its first quarter earnings expectations by one cent. But this
     computer-aided design software firm is spending about five cents per share,
     per quarter, ramping up its exciting new Windchill product line. Reports
     from beta testing sites are very encouraging and we remain positive on the
     holding. Richfood's stock price declined from $20 to $12 when investors
     reacted negatively to news that the firm had lost a major wholesale
     customer, Giant of Carlisle. The shares clearly fell below intrinsic value,
     as SuperValu, a competitor in wholesale and retail grocery, bid $18 per
     share for the company. Unfortunately, despite the takeover, the shares
     still fell 18.3% in the quarter, costing us a bit under four cents in NAV.
     In this case, we clearly underestimated the difficult operating conditions
     in the wholesale food industry.


SECTOR DIVERSIFICATION
- --------------------------------------------------------------------------------

Reserves                                                              5%

Consumer Nondurables                                                 13%

Energy, Utilities, and Miscellaneous                                 19%

Financial                                                            14%

Business Services and Transportation                                  5%

Capital Equipment, Process Industries,
 and Basic Materials                                                 16%

Technology                                                            4%

Consumer Services and Consumer Cyclicals                             24%


Based on net assets as of 6/30/99.


INVESTMENT STRATEGY

     During the period, we found good value throughout our sector, as evidenced
     in our largest purchases list (see page 8). EG&G, our second-largest
     purchase, produces components for semiconductors and security services
     (bomb scanners), and also acquired a business in life science analytic
     instruments from Perkin-Elmer early in 1999. The company has recently hired
     a bright young CEO, Greg Summe, whom we know from his days at AlliedSignal
     and GE. We think he will help improve returns at EG&G and turn it into a
     world-class competitor using the "six sigma" quality-control initiatives
     implemented by his former companies, as well as new management incentives
     and a bold growth agenda. Although not inexpensive at 19 times earnings,
     the shares look attractively valued versus other diversified industrials
     like Allied and Danaher.

     We also made a major commitment to Knight-Ridder, a newspaper publisher
     with 31 daily papers in such key cities as Philadelphia, San Jose, Miami,
     Kansas City, and Charlotte. The company is showing strong revenue growth
     and good cost control. We found the stock attractive at eight times 1999
     cash flow. In addition, the company has an exciting Internet business of
     online classified advertising, which may prove to be of great value
     someday.

     Our final major purchase was SLI, a company that manufactures and
     distributes lighting assemblies, bulbs, fixtures, and sockets. SLI has a
     market capitalization of approximately $1 billion, is expected to grow
     earnings at a 25% compounded annual growth rate, and is trading at 16 times
     1999 earnings per share and 13 times 2000 EPS. There are a number of
     fundamental reasons that make this company an attractive investment. Its
     CEO, Frank Ward, has an impressive track record of generating excellent
     returns for shareholders. Current analyst estimates do not reflect the
     substantial potential for operating margin improvement that the firm can
     achieve by making easy restructuring changes in its Sylvania International
     division, which accounts for almost two-thirds of total sales.
     Additionally, the lighting industry is an oligopoly with significant
     barriers to entry. Moreover, SLI has a focus on vertical integration that
     allows it to package its components into a lighting system (which carries a
     higher average selling price and margin) instead of just selling the light
     bulb (which is more of a commodity). Finally, management has a disciplined
     acquisition strategy in which transactions must immediately benefit
     earnings.

     We sell stocks when we find their valuations rich or their fundamentals
     weakening, or when we no longer understand management's strategic
     direction. An example of the latter problem led us to eliminate NiSource
     after it proposed a takeover of Columbia Energy. The offer is a departure
     from its past strategy of buying smaller gas and water companies through
     friendly deals. Columbia Energy is larger than NiSource and has clearly
     indicated its opposition to being bought. This reluctance is likely to lead
     to a long, drawn-out process during which management will be more focused
     on completing the deal than on running the business. Getting regulatory
     approval from five states may also prove prickly without Columbia's
     support. From a financial perspective, we don't expect the deal to help
     earnings in the near term. Finally, successful completion of the deal would
     reduce the chances that NiSource would be taken over-eliminating one of the
     reasons that we favored the stock.

     We also trimmed existing positions in Tomkins and Aliant Communications. We
     sold about half of our 1.5% position in Tomkins back to the company during
     their recent Dutch tender offer. The stock was trading below the price the
     company was willing to purchase shares so we opportunistically took some
     money off the table. We continue to favor holding a position in this
     multinational industrial. Finally, we have begun to exit our position in
     Aliant as it trades at a very full value due to its pending merger with
     Alltel. Alltel's capitalization will be significantly above the mid-cap
     range, so we are in the process of exiting the position.


OUTLOOK

     The market has been rapidly rotating leadership between sectors thus far in
     1999, first toward growth-oriented blue chips and technology stocks, then
     toward the Internet, followed by a manic turn into cyclicals in May, then
     back to technology in June. Rapid and confused leadership shifts are
     typical signs of market tops. Will the Fed tighten interest rates further
     and finally take away our punch bowl? At the moment the Fed is talking
     neutrality but, of course, reserves the right to change its mind. Typically
     stocks do best in an environment of benign interest rates and robust
     corporate profits. Currently, these two factors are being tested. On the
     positive side, however, mid-caps remain inexpensive versus large-cap stocks
     and could possibly buck the trend in some future blue chip correction. This
     quarter offered a glimpse of the potential in small- and mid-cap shares.
     Stay tuned and stay invested: we believe there is more to come.

     Respectfully submitted,

     Greg A. McCrickard
     President and Chairman of the Investment Advisory Committee

     July 23, 1999


T. Rowe Price Mid-Cap Value Fund
- --------------------------------------------------------------------------------

Portfolio Highlights
- --------------------------------------------------------------------------------

TWENTY-FIVE LARGEST HOLDINGS

                                                 Percent of
                                                 Net Assets
                                                    6/30/99
- --------------------------------------------------------------------------------

Premark International                                  2.5%

BJ's Wholesale Club                                    2.5

Aliant Communications                                  2.0

Hubbell                                                2.0

A.O. Smith                                             1.9
- --------------------------------------------------------------------------------

Galileo International                                  1.8

ProLogis Trust                                         1.7

McCormick                                              1.7

International Multifoods                               1.7

PartnerRe Holdings                                     1.6
- --------------------------------------------------------------------------------

Sonoco Products                                        1.6

Inco                                                   1.5

New England Electric System                            1.5

Neiman-Marcus                                          1.5

Meredith                                               1.5
- --------------------------------------------------------------------------------

Parametric Technology                                  1.4

Teco Energy                                            1.3

Murphy Oil                                             1.3

Amerada Hess                                           1.3

Analogic                                               1.3
- --------------------------------------------------------------------------------

Warnaco Group                                          1.3

TCF Financial                                          1.3

Unifi                                                  1.3

Richfood Holdings                                      1.2

Mercantile Bankshares                                  1.2
- --------------------------------------------------------------------------------

Total                                                 39.9%

Note: Table excludes reserves.


T. Rowe Price Mid-Cap Value Fund
- --------------------------------------------------------------------------------

Portfolio Highlights
- --------------------------------------------------------------------------------

MAJOR PORTFOLIO CHANGES

Listed in descending order of size


6 Months Ended 6/30/99

Largest Purchases
- --------------------------------------------------------------------------------

Peoples Heritage Financial*

EG&G*

Knight-Ridder*

PMI Group*

SLI*

Arch Chemicals*

First Health Group*

Parker Hannifin*

Azurix*

Suiza Foods


Largest Sales
- --------------------------------------------------------------------------------

Clorox**

Aliant Communications

NiSource**

Tomkins

Louisiana Pacific**

Medtronic**

L-3 Communications Holdings

Convergys**

Valassis Communications

Harleysville Group**

 *  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. An index return does not reflect expenses, which have been deducted
     from the fund's return.


MID-CAP VALUE FUND
- --------------------------------------------------------------------------------

As of 6/30/99

                  S&P MidCap            Lipper Mid Cap           Mid-Cap
                  Index                 Funds                    Value Fund

6/30/96           10,000                10,000                   10,000

6/30/97           12,333                11,611                   12,938

6/30/98           15,681                14,192                   15,682

6/30/99           18,375                15,968                   16,041


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 6/30/99        1 Year     3 Years    Inception           Date
- --------------------------------------------------------------------------------

Mid-Cap Value Fund            2.29%      17.06%       17.03%        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 Highlights            For a share outstanding throughout each period
- --------------------------------------------------------------------------------

                             6 Months         Year                   6/28/96
                                Ended        Ended                   Through
                              6/30/99     12/31/98     12/31/97     12/31/96

NET ASSET VALUE
Beginning of period          $  13.66     $  14.47     $  11.56     $  10.00

Investment activities
  Net investment income          0.07         0.19         0.08*        0.10*
  Net realized and
  unrealized gain (loss)         0.89        (0.05)        3.05         1.53

  Total from
  investment activities          0.96         0.14         3.13         1.63

Distributions
  Net investment income          --          (0.19)       (0.08)       (0.07)
  Net realized gain              --          (0.76)       (0.14)        --

  Total distributions            --          (0.95)       (0.22)       (0.07)

NET ASSET VALUE
End of period                $  14.62     $  13.66     $  14.47     $  11.56
                             -----------------------------------------------

Ratios/Supplemental Data

Total return(diamond)           7.03%        1.39%        27.1%*       16.3%*

Ratio of total expenses to
average net assets             1.08%!        1.08%        1.25%*       1.25%*!

Ratio of net investment
income to average
net assets                     1.09%!        1.24%        1.18%*       2.10%*!

Portfolio turnover rate        20.7%!        32.0%        16.0%         3.9%!

Net assets, end of period
(in thousands)              $227,971      $221,338     $217,991     $ 49,189

(diamond)  Total return reflects the rate that an investor would have earned on
           an investment in the fund during each period, assuming reinvestment
           of all distributions.

*          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, 1999

Statement of Net Assets                              Shares/Par        Value
- --------------------------------------------------------------------------------
                                                                In thousands

Common Stocks  94.4%

FINANCIAL  14.0%

Bank and Trust  8.5%

Bank United                                              60,000   $    2,409

First Security                                           96,750        2,633

Mercantile Bancorporation                                25,000        1,428

Mercantile Bankshares                                    79,000        2,792

North Fork Bancorporation                               105,000        2,238

Northern Trust                                           28,500        2,765

Peoples Heritage
  Financial Group                                       120,000        2,261

TCF Financial                                           105,000        2,927

                                                                      19,453


Insurance  4.4%

ACE Limited                                              16,500          466

Erie Indemnity                                           89,400        2,537

PartnerRe Holdings                                      100,000        3,737

PMI Group                                                29,000        1,822

W. R. Berkley                                            58,000        1,452

                                                                      10,014

Financial Services  1.1%

Delta Financial *                                       120,000          765

Leucadia National                                        65,000        1,649

                                                                       2,414

Total Financial                                                       31,881


UTILITIES  12.8%

Telephone Services  3.9%

Aliant Communications                                   100,000        4,625

Centurytel                                               60,000        2,385

Cincinnati Bell                                          80,000        1,995

                                                                       9,005

Electric Utilities  8.9%

DQE                                                      60,000        2,408

FirstEnergy                                              60,000        1,860

GPU                                                      48,000        2,025

Illinova                                                100,000   $    2,725

New England Electric System                              70,000        3,509

Pinnacle West Capital                                    69,000        2,777

Teco Energy                                             135,000        3,071

United Water Resources                                   80,000        1,815

                                                                      20,190

Total Utilities                                                       29,195


CONSUMER NONDURABLES  13.2%

Food Processing  4.4%

International Multifoods                                170,000        3,836

McCormick                                               125,000        3,945

Suiza Foods *                                            55,000        2,303

                                                                      10,084

Hospital Supplies/Hospital Management  0.7%

First Health Group *                                     72,000        1,550

                                                                       1,550

Miscellaneous Consumer Products  8.1%

Blyth Industries *                                       75,000        2,578

Hasbro                                                   67,500        1,886

Premark International                                   154,500        5,794

Reebok *                                                 75,000        1,397

Stanley Works                                            75,000        2,414

Tomkins (GBP)                                           365,100        1,582

Unifi *                                                 135,000        2,869

                                                                      18,520

Total Consumer Nondurables                                            30,154



CONSUMER SERVICES  11.4%

General Merchandisers  5.3%

BJ's Wholesale Club *                                   190,000        5,712

Neiman-Marcus *                                         135,000        3,468

Warnaco Group (Class A)                                 110,000        2,942

                                                                      12,122

Specialty Merchandisers  1.6%

CVS                                                      13,208   $      670

Intimate Brands *                                        31,500        1,493

SLI *                                                    50,000        1,350

                                                                       3,513

Media and Communications  4.5%

Chris-Craft *                                            53,045        2,500

Knight-Ridder                                            40,000        2,197

Meredith                                                100,000        3,462

Valassis Communications *                                58,500        2,143

                                                                      10,302

Total Consumer Services                                               25,937


CONSUMER CYCLICALS  11.1%

Automobiles and Related  3.7%

A.O. Smith (Class B)                                    152,500        4,270

Eaton                                                    10,000          920

Littelfuse *                                             60,000        1,138

SPX *                                                    25,000        2,088

                                                                       8,416

Building & Real Estate  6.4%

Archstone Communities Trust, REIT                        95,000        2,084

Arden Realty, REIT                                       72,500        1,785

Prologis Trust, REIT                                    180,000        3,645

Reckson Associates Realty, REIT                         100,000        2,350

Rouse                                                    85,000        2,157

Security Capital U.S. Realty
  (Class A) *                                            75,000        1,425

Starwood Hotels & Resorts, REIT                          15,000          459

Texas Industries                                         20,000          775

                                                                      14,680

Miscellaneous Consumer Durables  1.0%

Masco                                                    78,000        2,252

                                                                       2,252

Total Consumer Cyclicals                                              25,348


TECHNOLOGY  4.1%

Electronic Components  1.4%

Analogic                                                 95,000   $    2,954

Molex                                                     8,358          308

                                                                       3,262

Electronic Systems  1.1%

EG&G                                                     70,000        2,494

                                                                       2,494

Aerospace & Defense  1.6%

Harsco                                                   45,000        1,440

L 3 Communications *                                     45,000        2,174

                                                                       3,614

Total Technology                                                       9,370


CAPITAL EQUIPMENT  4.4%

Electrical Equipment  2.0%

Hubbell (Class A)                                        10,000          399

Hubbell (Class B)                                        90,000        4,083

                                                                       4,482

Machinery  2.4%

Coltec Industries *                                      19,000          412

Danaher                                                  24,000        1,395

Parker Hannifin                                          30,000        1,373

Teleflex                                                 55,000        2,389

                                                                       5,569

Total Capital Equipment                                               10,051


BUSINESS SERVICES AND

TRANSPORTATION  5.4%

Computer Service and Software  4.1%

Galileo International                                    75,000        4,008

Parametric Technology *                                 225,000        3,129

Reynolds & Reynolds                                      95,000        2,214

                                                                       9,351

Distribution Services  1.3%

Richfood Holdings                                       160,600   $    2,831

                                                                       2,831

Total Business Services and Transportation                            12,182


ENERGY  5.9%

Energy Services  2.4%

Baker Hughes                                             40,500        1,357

BJ Services *                                            40,000        1,178

Smith International *                                    35,000        1,520

Weatherford International                                 8,000          293

Witco                                                    50,000        1,000

                                                                       5,348

Exploration and Production  0.9%

Devon Energy                                             11,550          413

Union Pacific Resources                                 100,000        1,631

                                                                       2,044

Integrated Petroleum - Domestic  2.6%

Amerada Hess                                             50,000        2,975

Murphy Oil                                               62,500        3,051

                                                                       6,026

Total Energy                                                          13,418


PROCESS INDUSTRIES  6.2%

Diversified Chemicals  1.1%

Arch Chemicals                                          101,000        2,455

                                                                       2,455

Specialty Chemicals  1.1%

Great Lakes Chemical                                     45,000        2,073

Octel *                                                  30,250          378

                                                                       2,451

Paper and Paper Products  2.8%

Consolidated Papers                                      22,000          589

Sonoco Products                                         120,000        3,592

Wausau-Mosinee Paper                                     90,000        1,620

Willamette Industries                                    11,000          507

                                                                       6,308

Forest Products  1.2%

Domtar                                                  225,000   $    2,138

Rayonier                                                 15,000          747

                                                                       2,885

Total Process Industries                                              14,099


BASIC MATERIALS  5.5%

Metals  4.7%

Cambior                                                 150,000          488

Inco                                                    195,000        3,510

Nucor                                                    54,000        2,562

Reynolds Metals                                          30,000        1,770

Ryerson Tull                                            100,000        2,256

                                                                      10,586

Mining  0.8%

Newmont Mining                                           85,000        1,689

TVX Gold                                                180,000          180

                                                                       1,869

Total Basic Materials                                                 12,455


MISCELLANEOUS  0.4%

Azurix *                                                 50,000        1,000

Total Miscellaneous                                                    1,000

Total Common Stocks (Cost  $196,831)                                 215,090

Convertible Preferred Stocks  0.1%

Prologis Trust (Series B)
  REIT, 7.00%                                            12,000          311

Total Convertible Preferred Stocks (Cost $281)                           311

Convertible Bonds  0.8%

Liberty Property Trust,
  Sub. Deb., 9.00%, 7/1/01                           $  200,000          243

Security Capital U. S. Realty, (144a),
  2.50%, 5/22/03                                      2,000,000        1,539

Total Convertible Bonds (Cost  $1,882)                                 1,782

Short-Term Investments  5.7%

Money Market Funds  5.7%

Reserve Investment Fund,
  5.05% #                                            13,038,603   $   13,039

Total Short-Term Investments (Cost $13,039)                           13,039

Total Investments in Securities

101.0% of Net Assets (Cost $212,033)                              $  230,222

Other Assets Less Liabilities                                         (2,251)


NET ASSETS                                                        $  227,971
                                                                  ----------

Net Assets Consist of:

Accumulated net investment income -
net of distributions                                              $    1,247

Accumulated net realized gain/loss -
net of distributions                                                   6,236

Net unrealized gain (loss)                                            18,189

Paid-in-capital applicable to 15,591,955
shares of $0.0001 par value capital stock
outstanding; 1,000,000,000 shares authorized                         202,299

NET ASSETS                                                        $  227,971
                                                                  ----------

NET ASSET VALUE PER SHARE                                         $    14.62
                                                                  ----------

   #   Seven-day yield
   *   Non-income producing
144a   Security was purchased pursuant to Rule 144a under the Securities Act
       of 1933 and may not be resold subject to that rule except to qualified
       institutional buyers- total of such securities at period-end amounts
       to 0.7% of net assets.
REIT   Real Estate Investment Trust
 GBP   British sterling

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
                                                                     6/30/99

Investment Income

Income
  Dividend                                                         $   2,050
  Interest                                                               217

  Total income                                                         2,267

Expenses
  Investment management                                                  701
  Shareholder servicing                                                  324
  Custody and accounting                                                  47
  Prospectus and shareholder reports                                      30
  Registration                                                            17
  Legal and audit                                                          6
  Directors                                                                3
  Miscellaneous                                                            2

  Total expenses                                                       1,130

Net investment income                                                  1,137

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on securities                                 5,068

Change in net unrealized gain or loss on securities                    8,057

Net realized and unrealized gain (loss)                               13,125

INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS                                             $  14,262
                                                                   ---------

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         Year
                                                          Ended        Ended
                                                        6/30/99     12/31/98

Increase (Decrease) in Net Assets

Operations
  Net investment income                              $    1,137   $    2,926
  Net realized gain (loss)                                5,068       12,035
  Change in net unrealized
  gain or loss                                            8,057      (14,187)

  Increase (decrease) in net
  assets from operations                                 14,262          774

Distributions to shareholders
  Net investment income                                    --         (2,892)
  Net realized gain                                        --        (11,566)

  Decrease in net assets
  from distributions                                       --        (14,458)

Capital share transactions*
  Shares sold                                            21,496       74,806
  Distributions reinvested                                 --         14,239
  Shares redeemed                                       (29,125)     (72,014)

  Increase (decrease) in net
  assets from capital
  share transactions                                     (7,629)      17,031

Net Assets

Increase (decrease) during period                         6,633        3,347
Beginning of period                                     221,338      217,991

End of period                                        $  227,971   $  221,338
                                                     -----------------------

*Share information
  Shares sold                                             1,574        5,137
  Distributions reinvested                                 --          1,109
  Shares redeemed                                        (2,184)      (5,113)

  Increase (decrease)
  in shares outstanding                                    (610)       1,133

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


T. Rowe Price Mid-Cap Value Fund
- --------------------------------------------------------------------------------
Unaudited                                                      June 30, 1999


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.

     The accompanying financial statements are prepared in accordance with
     generally accepted accounting principles for the investment company
     industry; these principles may require the use of estimates by fund
     management.

     Valuation Equity securities listed or regularly traded on a securities
     exchange 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. Other
     equity securities are valued at a price within the limits of the latest bid
     and asked prices deemed by the Board of Directors, or by persons delegated
     by the Board, best to reflect fair value.

     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.

     Investments in mutual funds are valued at closing net asset value per share
     of the mutual fund on the day of valuation.

     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. Credits earned on
     daily, uninvested cash balances at the custodian are used to reduce the
     fund's custody charges.


NOTE 2 - INVESTMENT TRANSACTIONS

     Purchases and sales of portfolio securities, other than short-term
     securities, aggregated $21,332,000 and $29,782,000, respectively, for the
     six months ended June 30, 1999.


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 income.

     At June 30, 1999, the cost of investments for federal income tax purposes
     was substantially the same as for financial reporting and totaled
     $212,034,000. Net unrealized gain aggregated $18,188,000 at period-end, of
     which $33,932,000 related to appreciated investments and $15,744,000 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 $122,000 was payable at June 30, 1999. 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, 1999, and for the six months then ended,
     the effective annual group fee rate was 0.32%. The fund pays a pro-rata
     share of the group fee based on the ratio of its net assets to those of the
     group.

     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 $184,000 for the six months ended June 30, 1999, of which
     $45,000 was payable at period-end.

     Additionally, the fund is one of several T. Rowe Price-sponsored mutual
     funds (underlying funds) in which the T. Rowe Price Spectrum Funds
     (Spectrum) may invest. Spectrum does not invest in the underlying funds for
     the purpose of exercising management or control. Expenses associated with
     the operation of Spectrum are borne by each underlying fund to the extent
     of estimated savings to it and in proportion to the average daily value of
     its shares owned by Spectrum, pursuant to special servicing agreements
     between and among Spectrum, the underlying funds, T. Rowe Price, and, in
     the case of T. Rowe Price Spectrum International, Rowe Price-Fleming
     International. Spectrum Growth Fund held approximately 52.2% of the
     outstanding shares of the Mid-Cap Value Fund at June 30, 1999. For the six
     months then ended, the fund was allocated $136,000 of Spectrum expenses,
     $27,000 of which was payable at period-end.

     The fund may invest in the Reserve Investment Fund and Government Reserve
     Investment Fund (collectively, the Reserve Funds), open-end management
     investment companies managed by T. Rowe Price Associates, Inc. The Reserve
     Funds are offered as cash management options only to mutual funds and other
     accounts managed by T. Rowe Price and its affiliates and are not available
     to the public. The Reserve Funds pay no investment management fees.
     Distributions from the Reserve Funds to the fund for the six months ended
     June 30, 1999, totaled $146,000 and are reflected as interest income in the
     accompanying Statement of Operations.


T. Rowe Price Mid-Cap Value Fund
- --------------------------------------------------------------------------------

T. Rowe Price Shareholder Services


Investment Services And Information

     KNOWLEDGEABLE SERVICE REPRESENTATIVES

     By Phone 1-800-225-5132 Available Monday through Friday from 8 a.m. to 10
     p.m. ET and weekends from 8:30 a.m. to 5 p.m. ET.

     In Person Available in T. Rowe Price Investor Centers.


     ACCOUNT SERVICES

     Checking Available on most fixed income funds ($500 minimum).

     Automatic Investing From your bank account or paycheck.

     Automatic Withdrawal Scheduled, automatic redemptions.

     Distribution Options Reinvest all, some, or none of your distributions.

     Automated 24-Hour Services Including Tele*Access(registered trademark) and
     the T. Rowe Price Web site on the Internet. Address: www.troweprice.com


     BROKERAGE SERVICES*

     Individual Investments Stocks, bonds, options, precious metals, and other
     securities at a savings over full-service commission rates.**


     INVESTMENT INFORMATION

     Combined Statement Overview of all your accounts with T. Rowe Price.

     Shareholder Reports Fund managers' reviews of their strategies and results.

     T. Rowe Price Report Quarterly investment newsletter discussing markets and
     financial strategies.

     Performance Update Quarterly review of all T. Rowe Price fund results.

     Insights Educational reports on investment strategies and financial
     markets. Investment Guides Asset Mix Worksheet, College Planning Kit,
     Diversifying Overseas: A Guide to International Investing, Personal
     Strategy Planner, Retirees Financial Guide, and Retirement Planning Kit.

     *    T. Rowe Price Brokerage is a division of T. Rowe Price Investment
          Services, Inc., Member NASD/SIPC.
     **   Based on a January 1999 survey for representative-assisted stock
          trades. Services vary by firm, and commissions may vary depending on
          size of order.


T. Rowe Price Mutual Funds
- --------------------------------------------------------------------------------

STOCK FUNDS

Domestic

Blue Chip Growth
Capital Appreciation
Capital Opportunity
Diversified Small-Cap Growth
Dividend Growth
Equity Income
Equity Index 500
Extended Equity Market Index
Financial Services
Growth & Income
Growth Stock
Health Sciences
Media & Telecommunications
Mid-Cap Growth
Mid-Cap Value
New America Growth
New Era
New Horizons*
Real Estate
Science & Technology
Small-Cap Stock
Small-Cap Value
Spectrum Growth
Total Equity Market Index
Value

International/Global

Emerging Markets Stock
European Stock
Global Stock
International Discovery
International Growth & Income
International Stock
Japan
Latin America
New Asia
Spectrum International


BOND FUNDS

Domestic Taxable

Corporate Income
GNMA
High Yield
New Income
Short-Term Bond
Short-Term U.S. Government
Spectrum Income
Summit GNMA
Summit Limited-Term Bond
U.S. Treasury Intermediate
U.S. Treasury Long-Term

Domestic Tax-Free

California Tax-Free Bond
Florida Intermediate Tax-Free**
Georgia Tax-Free Bond
Maryland Short-Term Tax-Free Bond
Maryland Tax-Free Bond
New Jersey Tax-Free Bond
New York Tax-Free Bond
Summit Municipal Income
Summit Municipal Intermediate
Tax-Free High Yield
Tax-Free Income
Tax-Free Intermediate Bond***
Tax-Free Short-Intermediate
Virginia Short-Term Tax-Free Bond
Virginia Tax-Free Bond

International/Global

Emerging Markets Bond
Global Bond
International Bond


MONEY MARKET FUNDS!

Taxable

Prime Reserve
Summit Cash Reserves
U.S. Treasury Money

Tax-Free

California Tax-Free Money
New York Tax-Free Money
Summit Municipal
Money Market
Tax-Exempt Money


BLENDED ASSET FUNDS

Balanced
Personal Strategy Balanced
Personal Strategy Growth
Personal Strategy Income
Tax-Efficient Balanced

T. ROWE PRICE NO-LOAD
VARIABLE ANNUITY

Equity Income Portfolio
International Stock Portfolio
Limited-Term Bond Portfolio
Mid-Cap Growth Portfolio
New America Growth Portfolio
Personal Strategy Balanced Portfolio
Prime Reserve Portfolio

* Closed to new investors.  ** Formerly named Florida Insured Intermediate
Tax-Free.  *** Formerly named Tax-Free Insured Intermediate Bond.

! Investments in the funds are not insured or guaranteed by the FDIC or any
other government agency. Although the funds seek to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
funds.

Please call for a prospectus. Read it carefully before investing.

The T. Rowe Price No-Load Variable Annuity [#V6021] is issued by Security
Benefit Life Insurance Company. In New York, it [#FSB201(11-96)] is issued by
First Security Benefit Life Insurance Company of New York, White Plains, NY.
T. Rowe Price refers to the underlying portfolios' investment managers and the
distributors, T. Rowe Price Investment Services, Inc.; T. Rowe Price Insurance
Agency, Inc.; and T. Rowe Price Insurance Agency of Texas, Inc. The Security
Benefit Group of Companies and the T. Rowe Price companies are not affiliated.
The variable annuity may not be available in all states. The contract has
limitations. Call a representative for costs and complete details of the
coverage.


T. Rowe Price Retirement Plans and Resources
- --------------------------------------------------------------------------------

Retirement Plans and Resources

     We recognize that saving for retirement is the number one investment goal
     for most Americans. We can help you meet your retirement needs, whether you
     are starting an IRA or designing a retirement program for your employees.
     T. Rowe Price offers an assortment of retirement plans for individuals, the
     self-employed, small businesses, corporations, and nonprofit organizations.
     We provide recordkeeping, communications, and investment management
     services, as well as a variety of educational materials, self-help planning
     guides, and software tools to help you choose and implement a retirement
     plan appropriate for you. For information or to request literature, call us
     at 1-800-638-5660.

     IRAs AND QUALIFIED PLANS

     Traditional IRA
     Roth IRA
     Rollover IRA
     SEP-IRA
     SIMPLE IRA
     Profit Sharing
     Money Purchase Pension
     "Paired" Plans (Money Purchase Pension and Profit Sharing Plans)
     401(k)
     403(b)
     457 Deferred Compensation


     RETIREMENT RESOURCES AT T. ROWE PRICE

     Planning and Informational Guides

     Minimum Required Distributions Guide
     Retirement Planning Kit
     Retirees Financial Guide
     Tax Considerations for Investors

     Investment Kits

     The IRA Investing Kit
     Roth IRA Conversion Kit
     Rollover IRA Kit
     The T. Rowe Price SIMPLE IRA Plan Kit
     The T. Rowe Price SEP-IRA Plan
     The Simplified Keogh Plan(registered trademark) From
     T. Rowe Price
     The T. Rowe Price 401(k) Century Plan(registered trademark)
          (for small businesses)
     Money Purchase Pension/Profit Sharing Plan Kit
     Investing for Retirement in Your 403(b) Account
     The T. Rowe Price No-Load Variable Annuity Information Kit

     Insights Reports

     The Challenge of Preparing for Retirement
     Financial Planning After Retirement
     The Roth IRA: A Review

     Software Packages

     T. Rowe Price Retirement Planning AnalyzerTM CD-ROM or diskette $19.95. To
     order, please call 1-800-541-5760. Also available on the Internet for
     $9.95.
     T. Rowe Price Variable Annuity AnalyzerTM CD-ROM or diskette, free. To
     order, please call 1-800-469-5304.

     Many of these resources are also available for viewing or ordering on the
     Internet at www.troweprice.com.


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 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 appropriate
to the fund or funds covered in this
report.


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

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

4410 ArrowsWest Drive
Colorado Springs, CO 80907

Warner Center
21800 Oxnard Street, Suite 270
Woodland Hills, CA 91367

Invest With Confidence(registered trademark)
T. Rowe Price

T. Rowe Price Investment Services, Inc., Distributor.        F15-051  6/30/99



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