PRICE T ROWE GROWTH & INCOME FUND INC
DEFA14A, 1995-03-20
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                              SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of the
                          Securities Exchange Act of 1934
                                 (Amendment No.  )

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              (as permitted by Rule 14a-6(e)(2))
          [ ] Definitive Proxy Statement
          [X] Definitive Additional Materials
          [ ] Soliciting  Material pursuant  to Section  240.14a-11(c)  or
              Section 240.14a-12

                     T. Rowe Price Growth & Income Fund, Inc. 
          _______________________________________________________________
          __
                  (Name of Registrant as Specified in its Charter)

                      T. Rowe Price Growth & Income Fund, Inc.
          _______________________________________________________________
          __
                     (Name of Person(s) Filing Proxy Statement)

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          PAGE 3

          SUBJECT:  Talking Points Regarding Growth & Income Fund Fee 
          Increase


          As you know, we are  seeking a 10  basis point fee increase  for
          the Growth  & Income Fund (GIF).  Under our proposal, the Fund's
          management fee would  increase from .49% to .59%, and  the total
          expense  ratio  would go  from  .81%  to .91%.    Proxies  began
          mailing to  shareholders on Friday,  March 3.   Proxies to  plan
          sponsors (and  remaining retail shareholders)  should all  be in
          the mail by Wednesday, March 8.

          Attached are the key  points behind our decision  to seek a  fee
          increase.   Certainly  no client  or customer  anywhere likes  a
          price increase.  However, as  you are well aware, this issue  is
          of considerable  importance to Associates.   Please feel free to
          use  these key  points to  the  extent they  will be  helpful in
          discussing our proposed change in  the Fund's fee structure with
          shareholders and/or plan sponsors. 

          In a nutshell, our position is this:

          o   Over  the past  several  years the  Fund  has provided  well
              above average investment performance  at well below  average
              cost.

          o   Consequently, we  propose to bring the Fund's management fee
              in line  with that  charged by  competitors.   However, even
              after the  proposed change,  the Fund's management  fee (and
              total expense ratio) will remain below average.

          o   The  cost  of  hiring  and  retaining  qualified  investment
              professionals and providing high  quality services has risen
              significantly  over  the  years.    To  retain  top  quality
              people, our  management fees need to  be in line  with those
              paid to our competitors.

























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          Here,  in  more  detail,  are  the  key  points  supporting  our
          position:

          Performance

          o   Since  Steve Boesel  assumed management  of the  Fund nearly
              eight years  ago,  GIF  has  generated  well  above  average
              performance for shareholders.

                            Total Return through 1/31/95

                                   Steve Boesel's Tenure

                                     One     Three    Five    Since
                           3 Months  Year    Years   Years   3/31/87

          GIF                0.27%  -0.47%   32.63%  65.99%   97.14%
          Lipper Growth & 
           Income Fund Avg  -1.26%  -2.50%   22.33%  60.71%   89.26%

          GIF Ranking:      89 out  102 out  31 out  55 out   55 out
                            of 409  of 356   of 226  of 183   of 143

          Percentile:       22nd    29th     14th    30th     38th


                              Ten
                             Years

          GIF                 169.42%
          Lipper Growth &
           Income Fund Avg    207.98%

          GIF Ranking:        87 out 
                              of 109

          Percentile:

          o   Morningstar has awarded GIF four stars.


          Pricing

          o   Even after the proposed  fee change, expenses on GIF  remain
              well below average:

                         Management Fee            Total Expense Ratio
                       (in basis points)            (in basis points)

                             Lipper                     Lipper
                              G&I   Percentage           G&I   Percentage
                      GIF   Average Difference    GIF  Average Difference










          Current     49      66       <26%>      81     121      <33%>

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          Proposed    59      66       <11%>      91     121      <25%>


          o   GIF's  management fee is  inconsistent with the  fees on our
              other actively  managed general  stock funds.   The proposed
              change  brings the fund in line with the fees charged on our
              other funds.   It is useful to note that the management fees
              on seven out  of eight of our general stock  funds are below
              the average fees charged  on comparable funds, according  to
              Lipper. 

                                 Management   Lipper Category
          TRP Fund                   Fee          Average

          Value                     .69%            .66%
          Capital Appreciation      .64%            .76%
          Blue Chip Growth          .64%            .73%
          Equity Income             .59%            .65%
          Growth Stock              .59%            .73%
          New Era                   .59%            .62%
          Dividend Growth           .54%            .66%
          Growth & Income           .49%            .66%


          o   The cost  of doing  business has increased  significantly in
              recent years  as competition  has increased.   Primary costs
              are:

                  - hiring and retaining qualified investment and
                    management personnel, 
                  - providing high quality shareholder and administrative
                    services, and
                  - reinvesting in the necessary infrastructure
                    (information systems as well as physical plant).

          o   With nearly twice the number of mutual fund complexes as
              there were ten years ago, T. Rowe Price needs to be
              compensated in line with our competitors in order to
              attract and retain the best people.

          [The following point is provided for background only -- most
          folks probably won't want to get into this level of detail.]

          o   As with most of our other funds, the Growth & Income Fund's
              management fee consists of two components:  an individual
              fund fee plus a group fee.  The individual fund fee
              reflects the characteristics involved in managing a
              particular fund, while the group fee is designed to share
              economies of scale as our total assets under management
              increase.  The group fee is based on a schedule of rates
              that declines as total assets under management increase. 
              This structure reflects the fact that most of the resources
              we bring to bear in managing the T. Rowe Price Funds are
              shared across multiple funds. 












          PAGE 6
               -  Since the group fee's inception in 1987, it has
                  declined 3 basis points as a result of overall
                  asset growth.

               -  Technically, what we are doing is seeking an increase in
                  the Growth & Income Fund's individual fund fee from .15%
                  to .25%.  When combined with the group fee (currently
                  .34%) the overall management fee rate will increase from
                  .49% to .59%.

          "Common Sense" Points

          o    We're in a unique business -- how many of our clients need
               to get a customer vote to raise their prices!

          o    The cost of doing business has gone up for us over the
               past several years, just like it has for everyone else.

          o    While it's true our revenues (assets under management
               times management fee rate) increase as fund assets grow --
               even if the management fee rate stays constant -- that's
               the same as any business.  Like everyone else, a greater
               volume (i.e. greater assets) generates increased revenues. 
               Also like everyone else, when volume increases, our
               investment management and administrative costs increase as
               well, albeit to a smaller extent.

          Expenses Covered by Management Fee

          o   Investment management:         portfolio managers, research
                                             analysts, traders, and
                                             economists.

          o   Shareholder Communications:    professional time to prepare
                                             quarterly shareholder
                                             reports; quarterly
                                             newsletter; Insights
                                             Library.

          o   Fund Administration:           legal and regulatory
                                             compliance, general business
                                             oversight, performance
                                             tracking.

          o   Shareholder Service Oversight: senior management oversight
                                             and quality control of
                                             various service providers to
                                             the Fund.  (The cost of
                                             providing these services --
                                             but not the oversight and
                                             quality control over these
                                             functions -- is included in 













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                                             the Fund's operating
                                             expenses.)

          o   General Corporate Overhead:    senior management; finance;
                                             human resources; information
                                             systems; and plant,
                                             property, and equipment.

          History of Management Fee Changes

          o   We are not changing the management fee on any of our 66
              other funds.

          o   The GIF has not had any fee change since the current
              contract was approved in May, 1987.

          o   The last fee change for T. Rowe Price Funds occurred in
              1991.

                o   Five funds had fee increases:
                  -   Growth Stock
                  -   New Horizons
                  -   New America Growth
                  -   Science & Technology
                  -   Small-Cap Value

                o   Four funds had fee decreases:
                  -   International Discovery
                  -   Short-Term Bond
                  -   Tax-Free Short-Intermediate
                  -   U.S. Treasury Money

          A copy of the proxy statement as well as the accompanying
          letter are attached for your reference.  Please feel free to
          call me with any questions.






























          


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