PRICE T ROWE OTC FUND INC
N-30D, 1995-02-15
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Annual Report

For yield, price, last transaction,
and current balance, 24 hours,
7 days a week, call:
1-800-638-2587 toll free
625-7676 Baltimore area

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

T. Rowe Price
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 OTC Fund. 

T. Rowe Price
_____________

OTC Fund

December 31, 1994

OTC

Fellow Shareholders

Last year was a roller coaster ride for small-cap investors. The year started
strongly, then ended with a resounding correction following asummer rally in
small-cap stocks. Your Fund rose a modest 0.1% for the 12 months ended
December 31, 1994, and outperformed two unmanaged small-cap indexes shown
below for both the final quarter and the year. It trailed the Standard &
Poor's 500 Stock Index, which is composed of the shares of large corporations.

Performance Comparison

                   Periods Ended 12/31/94
                   3 Months     12 Months
                  ________________________

OTC Fund*            -1.5%         0.1%

Nasdaq Composite**   -1.6         -3.2

Russell 2000         -1.9         -1.8

S&P 500               0.0          1.3

*  T. Rowe Price Associates became the investment manager of the Fund on
   September 2, 1992.
** Principal only

Year-End Distributions

Your Board of Directors declared a fourthquarter dividend of $0.03 per share
and also a $1.56 per share capital gain distribution, of which $0.12
represented short-term and $1.44 long-term gains. These distributions were
paid on December 29 to shareholders of record on December 27.  You should have
received your check or statement reflecting them, as well as Form 1099-DIV
summarizing this information for 1994 tax purposes.

Investment Review 

Richfood Holdings, among our 10 largest purchases in the fourth quarter, has
most of the characteristics we find attractive in a stock. The firm enjoys a
solid niche as the dominant wholesale grocer in the Mid-Atlantic region. Its
market dominance and low-cost distribution are evident in the industry, with
leading return-on-capital and return-on-equity rates of 14% and 21.8%,
respectively. Moreover, the company continues to expand by filling capacity
through internal growth and acquisition. Debt is only 31% of capitalization,
insiders own 12% of outstanding shares, and they have been acquiring shares
aggressively at current levels. We believe this company's recent acquisition
of Rotelle, a high-margin frozen foods distributor, will be a catalyst for
continued growth.
     The quarter's largest purchase, Ellett Brothers, a nationwide
distributor of outdoor sporting goods, shares many of the same attributes.
This company is growing through the expansion of both its customer base and
product categories, enjoys rapidly growing earnings, and has a solid
management team that retains 53% of the company's equity. The stock appears to
represent excellent value at 12 times 1994 earnings.
     Since we believe 1995 will be a year of solid performance for small
growth stocks, we added to our existing technology holdings in the final
quarter. We increased our position in Xilinx, a semiconductor manufacturer,
and added Symantec, a software utilities firm. We also want to highlight our
initial purchase of Corporate Express, a play on the consolidating contract
stationery market. The firm's excellent management and strong operating
systems allow it to grow by acquiring smaller, less efficient competitors.
Considering how large and fragmented this market is, we believe Corporate
Express can sustain earnings growth of 40% to 50% a year over the foreseeable
future and become the dominant contract stationery supplier in the country.
      On the sales side, we said goodbye in the fourth quarter to Intuit, a
major Fund purchase earlier in the year. We were attracted to the firm's
product position in home financial software and its strong management, a
sentiment shared by Microsoft, which announced its purchase of Intuit in the
fall. It is worth noting that this merger was the seventh your Fund has seen
since T. Rowe Price became the investment manager in September 1992.
     We also continued selling securities that we believe have become fully
valued. We had purchased Urban Outfitters, a rapidly growing fashion forward
retailer, because of its attractive earnings growth, its niche in the
industry, and a discounted P/E multiple. Fortunately, the market recognized
this value and quickly bid up the company's shares to a multiple in excess of
its growth rate, at which point we eliminated the position with a handsome
three-month return. We also eliminated several other positions we believed
were fully valued, including LCI International, the long distance reseller;
StrataCom, a networking equipment vendor; and Liqui-Box, a packaging company.

Outlook

Did the correction signal a premature end to the current small-company cycle? 
Our answer in a word: No! The current small-cap upswing began in November 1990
and, typically, small-cap bull markets run five to seven years with
intermittent periods of underperformance. These interim corrections have
occurred in every small-cap rally, and we believe that 1994's market action
can be viewed as a typical pause during an ongoing recovery. Our optimism is
based on several factors:
     Attractive valuation.  Small-cap stocks appear modestly priced compared
with their large-cap brethren. Relative P/E ratios remain in the lower half of
historical measures-not usually a signal of a market top.
     Strong domestic economy. We believe the U.S. economy will continue to
grow throughout 1995 and well into 1996.  Consequently, we don't see a
near-term recession knocking the market out of bed. While interest rates may
continue to rise throughout the balance of this economic upswing, we believe
earnings growth will more than compensate for any contraction in P/E
multiples.
     Possible capital gains tax cut.  If the Republican congressional
leadership succeeds in implementing a reduction in capital gains taxes,
small-cap investors could be major beneficiaries since the lower tax rate
would make capital gains more attractive to some investors

A Review of Our Investment Philosophy

In the 28 months since T. Rowe Price acquired the OTC Fund, we have
consistently searched for attractive business franchises at appealing
valuations. Considering the passage of time and our many new shareholders, we
feel it is important to review our thoughts on investing in small-cap stocks.
As we wrote two and a half years ago, we continue to seek firms with the
following attributes:

o  Strong business franchises
o  Attractive operating margins
o  Significant cash generation
o  Sound financial structure
o  Capable and consistent management
o  Substantial employee and management stock ownership
o  Appealing valuation based on price to cash flow, or price/earnings to
   estimated earnings growth rates

     We believe that when we acquire unique business franchises that create
substantial value through cash earnings growth, the market will not fail to
notice over time.  We also believe that investing alongside management closely
aligns our interest in creating shareholder value with management's. Your
Fund's results since 1992 compared with various benchmarks are shown below.

                 Performance since September 2, 1992, when
             T. Rowe Price Associates began managing the Fund:

     OTC Fund                                        36.52%
     Lipper Small Cap Growth Index                   34.41%
     Russell 2000                                    35.82%
     Nasdaq Composite                                31.63%
     S&P 500                                         17.37%

Note: See pages 1, 4, and 5 for other performance and total return
information.

than current income. Thus, small-cap stocks would appeal more to those
investors than dividend-paying stocks or bonds.  Also, with a lower capital
gains tax, closely held firms controlled by families might have an "urge to
merge," favorably affecting small-cap stocks.
     In conclusion, we believe a period of strong performance lies ahead for
small-cap stocks. If history is a guide, the current cycle should end like
other small-cap bull markets, with stocks overvalued and investors in a state
of euphoria-not exactly the present situation.
     As always, thank you for your continued confidence.

                                   Respectfully submitted,



                                   Greg McCrickard
                                   Chairman of the
                                   Investment Advisory Committee

January 20, 1995 

Twenty-Five Largest Holdings

T. Rowe Price OTC Fund / December 31, 1994

                                        Percent of
Company                                 Net Assets
________                                __________

Selective Insurance Group                   2.2%

Pittston Minerals                           1.9

Xilinx                                      1.6

3Com                                        1.6

Enterra                                     1.5

M.S. Carriers                               1.4

Autodesk                                    1.4

Analogic                                    1.3

Shorewood Packaging                         1.3

Collective Bancorp                          1.3

Glacier Bancorp                             1.3

Werner Enterprises                          1.2

United Financial                            1.2

St. Jude Medical                            1.2

Flair Corp.                                 1.1

Cellular                                    1.1

Insituform Technologies                     1.1

Holophane                                   1.1

Silicon Valley                              1.1

Maxim Integrated Products                   1.1

Electro Rent                                1.0

Mercantile Bancorporation                   1.0

Ellett Brothers                             1.0

Cellular Communications of Puerto Rico      0.9

Intertrans                                  0.9
__________________________________________________________________________
Total                                      31.8%

Major Portfolio Changes

Three Months Ended December 31, 1994

TEN LARGEST PURCHASES

                                        Cost (000)
                                        __________

Ellett Brothers*                         $2,033

Electro Rent*                             1,978

Insituform Mid-America*                   1,941

Tractor Supply*                           1,406

Richfood Holdings*                        1,296

Corporate Express*                        1,265

EmCare Holdings                           1,124

Xilinx                                    1,045

Symantec*                                 1,038

Pacific Sunwear                             998


TEN LARGEST SALES

                                      Proceeds (000)
                                      ______________

Intuit**                                 $2,052

SEI Corp.                                 1,495

Tuboscope Vetco                           1,372

LCI International**                       1,364

Urban Outfitters**                        1,316

Maxim Integrated Petroleum                1,278

StrataCom**                               1,141

Lattice Semiconductor**                   1,045

Heartland Express                           855

Liqui-Box**                                 823

 *Position added

**Position eliminated

Chart 1 - Fiscal-Year Performance Comparison

Fiscal-Year Performance*

Periods Ended December 31, 1994

       1 Year             5 Years**          10 Years**
       _______           __________          ___________

        0.08%               8.27%              10.83%

*  Until September 2, 1992, the Fund was managed by USF&G Review Management.

 **     Average Annual Compound Total Return

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

Investment Record
T. Rowe Price OTC Fund

The table below shows the investment record of one share of the T. Rowe Price
OTC Fund purchased at the initial price of $16.67, for the period 9/2/92
through 12/31/94. Over this time, stock prices in general have risen. The
results shown should not be considered as a representation of the income or
capital gain or loss which may be realized from an investment made in the Fund
today.

<PAGE>
<TABLE>
Per-Share Data
<CAPTION>

 With Capital Gains and Income Dividends
 _________________________________________________________________________
                                                                        Annual Total
                   Taken in Cash  Reinvested in Additional Shares   Return on Investment
   Year        _____________________ __________________________________   % Change
   Ended Asset Capital Gain IncomeCapital Gain   Income  Value of  _______________________
   12/31 Value Distribution1DividendDistributionDividendInvestment     Fund     S&P 500
  <S>   <C>       <C>       <C>      <C>        <C>       <C>         <C>       <C>   
  19922 $14.37     $4.64     $0.07    $4.64      $0.07    $19.20       15.2%     -1.8%

  1993   15.39      1.58      -        2.11       -        22.74       18.4       5.3

  1994   13.80      1.56      0.03     2.30       0.04     22.76        0.1       1.3
_________________________________________________________________________________________________________

Total              $7.78     $0.10    $9.05      $0.11
<FN>
1 Includes short-term capital gains of $0.50 in 1992; $0.41 in 1993; and $0.12 in 1994.
2 From inception 9/2/92 to 12/31/92. Until 9/2/92 the Fund was managed by USF&G Review Management.
</FN>
/TABLE
<PAGE>
Statement of Net Assets (Value in thousands)
T. Rowe Price OTC Fund / December 31, 1994

Common Stocks-87.5%

FINANCIAL-12.8%

                                                        Value
                                                       ______
BANK & TRUST-7.1%
    60,000 shs.      Bell Bancorp. . . . . . . . .  $   1,402
   150,000        Collective Bancorp . . . . . . .      2,541
    70,000        First Security . . . . . . . . .      1,601
   146,410     !  Glacier Bancorp. . . . . . . . .      2,507
    61,500        Mercantile Bancorporation. . . .      1,922
    55,000     *  Premier Bancorp. . . . . . . . .        877
   170,000        United Financial of South
                     Carolina. . . . . . . . . . .      2,380
    52,500        ValliCorp Holdings . . . . . . .        807
                                                       14,037

INSURANCE-5.2%
    35,000        Foremost . . . . . . . . . . . .      1,242
    70,000        Harleysville Group . . . . . . .      1,671
    40,000        Intercargo . . . . . . . . . . .        345
   171,400        Selective Insurance. . . . . . .      4,285
    45,400     *  Transnational Re (Class A) . . .      1,050
    42,500        W. R. Berkley. . . . . . . . . .      1,578
                                                       10,171

FINANCIAL SERVICES-0.5%
    87,000     *  Regional Acceptance. . . . . . .        903

Total Financial                                                  25,111

CONSUMER NONDURABLES-13.2%

BEVERAGES-0.1%
    28,000     *  Chalone Wine Group . . . . . . .        171

FOOD PROCESSING-3.2%
   241,800     *  Foodmaker. . . . . . . . . . . .      1,058
    65,000     *  Lone Star Steakhouse &
                     Saloon. . . . . . . . . . . .      1,276
       164     *  Makepeace. . . . . . . . . . . .        902
    45,100     *  Seneca Foods . . . . . . . . . .      1,550
    50,000        Thorn Apple Valley . . . . . . .      1,419
                                                        6,205

HOSPITAL SUPPLIES/HOSPITAL
MANAGEMENT-2.4%
    75,000     *  Cephalon . . . . . . . . . . . .        609
    40,000     *  Lincare. . . . . . . . . . . . .      1,165
    30,000     *  Quorum Health Group. . . . . . .        574
    60,000        St. Jude Medical . . . . . . . .      2,370
                                                        4,718

PHARMACEUTICALS-1.0%
    11,000 shs.   *  Chiron. . . . . . . . . . . .  $     881
    45,000     *  Immunex. . . . . . . . . . . . .        669
    35,000     *  Vertex Pharmaceuticals . . . . .        521
                                                        2,071

HEALTH CARE SERVICES-2.2%
   100,000     *  Emcare Holdings. . . . . . . . .      1,462
    38,000     *  Mariner Health . . . . . . . . .        827
    58,700     *  Multicare. . . . . . . . . . . .      1,148
    71,600     *  Orthodontic Centers of
                     America . . . . . . . . . . .        886
                                                        4,323

MISCELLANEOUS CONSUMER PRODUCTS-4.3%
    91,500        Boston Acoustics . . . . . . . .      1,624
    34,500     !  Crown City Plating . . . . . . .        246
   134,662        Culp . . . . . . . . . . . . . .      1,313
    55,600     *  Cygne Designs. . . . . . . . . .        751
    90,800        Monk-Austin. . . . . . . . . . .      1,226
    50,000        Phillips-Van Heusen. . . . . . .        762
    82,000        Richfood Holdings. . . . . . . .      1,312
    60,000     *  TSC. . . . . . . . . . . . . . .      1,245
                                                        8,479

Total Consumer Nondurables                             25,967

CONSUMER SERVICES-6.6%

GENERAL MERCHANDISERS-1.5%
    98,800     *  Brookstone . . . . . . . . . . .        642
    75,000     *  Carson Pirie Scott . . . . . . .      1,425
    40,000     *  Proffitt's . . . . . . . . . . .        880
                                                        2,947

SPECIALTY MERCHANDISERS-2.5%
    50,000        Charming Shoppes . . . . . . . .        328
    88,000     *  CSS Industries . . . . . . . . .      1,518
    80,000     *  JP Foodservice . . . . . . . . .        750
    21,000        Medicine Shoppe
                     International . . . . . . . .        567
    60,000     *  Pacific Sunwear. . . . . . . . .        900
    47,000     *  Vans . . . . . . . . . . . . . .        370
    35,800        Wolohan Lumber . . . . . . . . .        537
                                                        4,970

ENTERTAINMENT & LEISURE-0.4%
    35,000     *  Carmike Cinemas (Class A). . . .        805

MEDIA & COMMUNICATIONS-2.2%
    48,978 shs.   *! Cowles Media. . . . . . . . .  $   1,151
    78,000        Gray Communications
                     Systems . . . . . . . . . . .      1,297
    35,000     *  Mobile Telecommunication
                     Technologies. . . . . . . . .        685
    30,000     *  Shiva. . . . . . . . . . . . . .      1,196
                                                        4,329

Total Consumer Services                                          13,051

CONSUMER CYCLICALS-6.2%

AUTOMOBILES & RELATED-0.6%
     7,756        Adrian Steel . . . . . . . . . .      1,260

BUILDING & REAL ESTATE-1.1%
     7,684     *  First Republic of America. . . .        300
   200,000        Insituform Mid America . . . . .      1,763
                                                        2,063
          
MISCELLANEOUS CONSUMER DURABLES-4.5%
    20,970 wts.   *  Craftmatic Contour, 12/31/02.          0
   131,200 shs.      Ellett Brothers . . . . . . .      1,902
   118,400     *  Holophane. . . . . . . . . . . .      2,176
    55,000        Juno Lighting. . . . . . . . . .        963
   157,500        LADD Furniture . . . . . . . . .      1,004
    60,000     *  Scotts (Class A) . . . . . . . .        945
    73,500     *  Vallen . . . . . . . . . . . . .      1,038
   150,000     *  Winsloew Furniture . . . . . . .        909
                                                        8,937

Total Consumer Cyclicals                                         12,260

TECHNOLOGY-9.9%

ELECTRONIC COMPONENTS-4.7%
   138,213     *  Analogic . . . . . . . . . . . .      2,592
    30,000        Linear Technology. . . . . . . .      1,481
    60,000     *  Maxim Integrated Products. . . .      2,115
    52,500     *  Xilinx . . . . . . . . . . . . .      3,104
                                                        9,292

ELECTRONIC SYSTEMS-1.1%
   105,000     *  Silicon Valley Group . . . . . .      2,152

INFORMATION PROCESSING-0.4%
    30,000     *  DH Technology. . . . . . . . . .        724

TELECOMMUNICATIONS-3.1%
    60,000     *  3Com . . . . . . . . . . . . . .      3,094
    55,000     *  Cellular Communications of
                     Puerto Rico . . . . . . . . .      1,829
    20,000     *  Glenayre Technologies. . . . . .      1,162
                                                        6,085

AEROSPACE & DEFENSE-0.6%
    18,000 shs.      Woodward Governor . . . . . .  $   1,206

Total Technology                                                 19,459

CAPITAL EQUIPMENT-5.7%

MACHINERY-5.7%
   101,000        AMTROL . . . . . . . . . . . . .      1,692
    55,000        DT Industries. . . . . . . . . .        605
   120,000        Flair. . . . . . . . . . . . . .      2,250
    60,000        Greenfield Industries. . . . . .      1,425
    37,290        Harding Brothers (Class A) . . .      1,109
   126,600     *  Hurco Companies. . . . . . . . .        530
    17,450     *  Laser Alignment. . . . . . . . .        404
    55,000     *  Lindsay Manufacturing. . . . . .      1,643
   180,000     *  Sudbury. . . . . . . . . . . . .      1,058
    25,000        Watts Industries (Class A) . . .        528

Total Capital Equipment                                          11,244

BUSINESS SERVICES & TRANSPORTATION-18.6%

COMPUTER SERVICE & SOFTWARE-4.3%
    70,000        Autodesk . . . . . . . . . . . .      2,774
    45,000        HBO. . . . . . . . . . . . . . .      1,547
    30,000     *  MapInfo. . . . . . . . . . . . .        761
    50,000        SEI. . . . . . . . . . . . . . .        850
    58,200     *  Symantec . . . . . . . . . . . .      1,022
    32,900     *  Synopsys . . . . . . . . . . . .      1,431
                                                        8,385

DISTRIBUTION SERVICES-0.2%
    24,000     *  Tech Data. . . . . . . . . . . .        407

ENVIRONMENTAL-1.7%
    89,250     *  EMCON. . . . . . . . . . . . . .        340

    88,608        Heidemij N.V.. . . . . . . . . .        803
   130,000     *  TRC. . . . . . . . . . . . . . .      1,040
    50,000     *  United Waste Systems . . . . . .      1,263
                                                        3,446

TRANSPORTATION SERVICES-5.3%
    60,000        Expeditors International of
                     Washington. . . . . . . . . .      1,282
    20,000     *  Heartland Express. . . . . . . .        593
    70,250        International Shipholding. . . .      1,370
   140,000        Intertrans . . . . . . . . . . .      1,802
   130,000     *  M.S. Carriers. . . . . . . . . .      2,795
    41,400     *  TRISM. . . . . . . . . . . . . .        290
   101,000        Werner Enterprises . . . . . . .      2,386
                                                       10,518

T. Rowe Price OTC Fund/Statement of Net Assets

MISCELLANEOUS BUSINESS SERVICES-6.7%
    60,000 shs.   *  Corporate Express . . . . . .  $   1,163
   120,000     *  Electro Rent . . . . . . . . . .      1,995
    40,000        Gilbert Associates (Class A) . .        535
   184,200     *  Insituform Technologies
                     (Class A) . . . . . . . . . .      2,176
   105,000     *  Isomedix . . . . . . . . . . . .      1,641
   100,000        McGrath RentCorp . . . . . . . .      1,662
   126,000     *  Shorewood Packaging. . . . . . .      2,567
    75,000        Unitog . . . . . . . . . . . . .      1,359
                                                       13,098

RAILROADS-0.4%
    28,900     *  North Carolina Railroad. . . . .        730

Total Business Services & Transportation               36,584

ENERGY-5.9%

ENERGY SERVICES-5.3%
   115,000     *  Atwood Oceanics. . . . . . . . .      1,380
   151,500     *  Enterra. . . . . . . . . . . . .      2,878
    50,000     *  Garnet Resources . . . . . . . .        172
    10,000     *  Geophysique (FRF). . . . . . . .        565
    19,200        ICO. . . . . . . . . . . . . . .         77
   100,000     *  Maverick Tube. . . . . . . . . .        925
   101,200        Moorco International . . . . . .      1,493
   130,000     *  Oceaneering International. . . .      1,333
    61,500        Petroleum Helicopters. . . . . .        638
    33,500        Petroleum Helicopters
                     (non-voting). . . . . . . . .        339
   110,000     *  Tuboscope Vetco. . . . . . . . .        674
                                                       10,474

INTEGRATED PETROLEUM-DOMESTIC-0.6%
   126,000     *  Benton Oil & Gas . . . . . . . .      1,126

Total Energy                                                     11,600

PROCESS INDUSTRIES-2.3%

DIVERSIFIED CHEMICALS-0.5%
    73,616        Aceto. . . . . . . . . . . . . .      1,021

SPECIALTY CHEMICALS-1.6%
    50,000        A. Schulman. . . . . . . . . . .      1,363
    27,300        Furon. . . . . . . . . . . . . .        614
    90,000     *  Hauser Chemical Research . . . .        433
    39,210        IVAX . . . . . . . . . . . . . .        745
                                                        3,155

BUILDING & CONSTRUCTION-0.2%
    20,000     *  Wackenhut Corrections. . . . . .        334


Total Process Industries                                          4,510

BASIC MATERIALS-3.4%

MINING-3.4%
     9,295 shs.   *! Coal Creek. . . . . . . . . .  $   1,108
   150,000        Pittston Minerals. . . . . . . .      3,825
    15,728        Rochester & Pittsburgh . . . . .        547
   164,000     *+ TVX Gold . . . . . . . . . . . .      1,107
                                                        6,587

Total Basic Materials                              6,587

Miscellaneous Stocks-2.9%                               5,713

Total Common Stocks (Cost  $139,706)                  172,086

Convertible Preferred Stock-0.4%

    51,000        ICO, $25.00. . . . . . . . . . .        893

Total Convertible Preferred Stock (Cost  $1,033)          893

Convertible Bonds-1.9%

$1,500,000        American City Business
                     Journals, 6.00%, 12/31/11 . .      1,552
 2,000,000        Cellular, 6.75%, 7/15/09 . . . .      2,180

Total Convertible Bonds (Cost  $2,525)                  3,732

Short-Term Investments-12.4%

CERTIFICATES OF DEPOSIT-1.0%
 2,000,000        Societe Generale,
                     5.80%, 3/1/95 . . . . . . . .      2,000

COMMERCIAL PAPER-10.9%
 2,000,000        Abbey National North
                     America, 5.50%, 2/2/95. . . .      1,972
 2,000,000        B.A.T. Capital, 6.03%, 1/6/95. .      1,994
 2,000,000        Caisse des Depots et
                     Consignations, 4(2),
                     6.02%, 1/17/95. . . . . . . .      1,991
 2,500,000        Ciesco L.P., 5.71%, 1/23/95. . .      2,473
 2,500,000        Countrywide Funding,
                     6.30%, 1/5/95 . . . . . . . .      2,497
 2,000,000        Ford Credit Europe,
                     5.78%, 1/30/95. . . . . . . .      1,980
 2,000,000        Hanson Finance (U.K.),
                     5.86%, 1/25/95. . . . . . . .      1,982
 3,000,000        John Hancock Capital,
                     4(2), 6.00%, 1/5/95 . . . . .      2,997
 1,540,000        President & Fellows Harvard
                     College, 6.00%, 1/3/95. . . .      1,539
 2,000,000        Reed Elsevier, 6.05%, 1/19/95. .      1,985
                                                       21,410

MEDIUM-TERM NOTES-0.5%
$1,000,000        Morgan Stanley Group, VR,
                     6.525%, 7/13/95 . . . . . . .  $   1,001

Total Short-Term Investments (Cost  $24,411)           24,411

Total Investments in Securities-102.2%
   (Cost $167,675)                                              201,122

Other Assets Less Liabilities                          (4,396)

Net Assets Consisting of:
Accumulated net investment income-
   net of distributions. . . . . . . . .  $     85
Accumulated realized gains/losses-
   net of distributions. . . . . . . . .     5,744
Net unrealized gain. . . . . . . . . . .    33,447
Paid-in-capital applicable to
   14,253,441 shares of $0.50 par value
   capital stock outstanding;
   200,000,000 shares authorized . . . .   157,450
                                            _________
NET ASSETS                                           $196,726
                                                      _________
                                                      _________

NET ASSET VALUE PER SHARE                             $ 13.80
                                                      _______
                                                      _______

    *   Non-income producing

    !   Affiliated company

    +   Security contains some restrictions as to public resale total of such
        securities at year-end amounts to 0.6% of net assets.

 4(2)   Commercial Paper sold within terms of a private placement memorandum,
        except 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."

   VR   Variable rate

  FRF   French franc


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

Statement of Operations

T. Rowe Price OTC Fund / Year Ended December 31, 1994

                                         (Amounts in thousands)
INVESTMENT INCOME
Income
  Dividends (including $141 from 
    affiliated issues) . . . . . . . . . . .    $   1,720
  Interest . . . . . . . . . . . . . . . . .          889
                                                ___________
                                                         
  Total income . . . . . . . . . . . . . . .        2,609
                                                ___________
Expenses
  Investment management. . . . . . . . . . .        1,534
  Shareholder servicing. . . . . . . . . . .          347
  Custody and accounting . . . . . . . . . .          148
  Prospectus and shareholder reports . . . .           50
  Registrations. . . . . . . . . . . . . . .           33
  Legal and auditing . . . . . . . . . . . .           32
  Proxy and annual meeting . . . . . . . . .           32
  Directors. . . . . . . . . . . . . . . . .           13
  Miscellaneous. . . . . . . . . . . . . . .          (48)
                                                ___________
  Total expenses . . . . . . . . . . . . . .        2,141
                                                ___________
Net investment income. . . . . . . . . . . .          468
                                                ___________

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain on securities. . . . . . .       20,036
Change in net unrealized gain or 
  loss on securities . . . . . . . . . . . .      (20,462)
                                                ___________
Net realized and unrealized loss . . . . . .         (426)
                                                ___________
INCREASE IN NET ASSETS FROM OPERATIONS . . .    $      42
                                                ___________
                                                ___________

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

Statement of Changes in Net Assets

T. Rowe Price OTC Fund

                                         Year Ended December 31,
                                         _______________________
                                            1994        1993
                                          ________    ________
                                         (Amounts in thousands)
                                                    
INCREASE (DECREASE) IN NET ASSETS FROM
Operations
  Net investment income (loss) . . . . .   $    468   $    (16)
  Net realized gain. . . . . . . . . . .     20,036     24,877
  Change in net unrealized gain or loss.    (20,462)     7,769
                                            __________        __________
  Increase in net assets from operations         42     32,630
                                            __________        __________
Distributions to shareholders
  Net investment income. . . . . . . . .       (383)         -
  Net realized gain. . . . . . . . . . .    (19,961)   (19,192)
                                            __________        __________
  Decrease in net assets from 
    distributions. . . . . . . . . . . .    (20,344)   (19,192)
                                            __________        __________
Capital share transactions1
  Shares sold. . . . . . . . . . . . . .     34,781     41,461
  Distributions reinvested . . . . . . .     18,722     17,461
  Shares redeemed. . . . . . . . . . . .    (41,084)   (54,589)
                                            __________        __________
  Increase in net assets from capital 
    share transactions . . . . . . . . .     12,419      4,333
                                            __________        __________
Increase (decrease) in net assets. . . .     (7,883)    17,771

NET ASSETS
Beginning of year. . . . . . . . . . . .    204,609    186,838
                                            __________        __________
End of year. . . . . . . . . . . . . . .   $196,726   $204,609
                                            __________        __________
                                            __________        __________

1Capital share transactions (number of shares)
  Shares sold. . . . . . . . . . . . . .      2,284      2,717
  Distributions reinvested . . . . . . .      1,367      1,166
  Shares redeemed. . . . . . . . . . . .     (2,695)    (3,589)
                                            __________        __________
  Increase in capital shares outstanding        956        294
                                            __________        __________
                                            __________        __________

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

Notes to Financial Statements

T. Rowe Price OTC Fund / December 31, 1994

Note 1-Significant Accounting Policies

T. Rowe Price OTC Fund (the Fund) is registered under the Investment Company
Act of 1940 as a diversified, open-end management investment company.

A) 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 that are not traded on a particular day and
securities that are 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 their 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.

B) Affiliated Companies-Investments in companies 5% or more of whose
outstanding voting securities are held by the Fund are defined as "Affiliated
Companies" in Section 2(a)(3) of the Investment Company Act of 1940.

C) Currency translation- Assets and liabilities are converted 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 or losses is reflected as a component of such gains or losses.

D) 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 an 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.  

Note 2-Investment Transactions
Purchases and sales of portfolio securities, other than short-term and U.S.
Government securities, aggregated $75,242,000 and $90,443,000, respectively,
for the year ended December 31, 1994.

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.  
     At December 31, 1994, the aggregate cost of investments for federal
income tax and financial reporting purposes was $167,675,000 and net unrealized
gain aggregated $33,447,000, of which $44,160,000 related to appreciated
investments and $10,713,000 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 $129,000 was payable at December 31, 1994.  The fee is computed
daily and paid monthly, and consists of an Individual Fund Fee equal to 0.45%
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 0.31% for assets in excess of $34
billion.  At December 31, 1994, and for the year then ended, the effective
annual Group Fee rate was 0.34%.  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.
(TRPS) 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 $344,000 for
the year ended December 31, 1994, of which $37,000 was payable at year end.

Financial Highlights

T. Rowe Price OTC Fund 

                       For a share outstanding throughout each
                               Year Ended December 31,
                     __________________________________________
                        1994     1993   1992    1991    1990
                     __________________________________________

NET ASSET VALUE,
  BEGINNING OF YEAR. . $15.39 $14.37  $16.86  $12.72  $16.23
                       _____________ _______ _______ _______

Investment Activities
  Net investment 
  income . . . . . . .   0.04      -    0.02    0.07    0.11
  Net realized and 
  unrealized gain 
  (loss) . . . . . . .  (0.04)  2.60    2.20    4.84   (3.43)
                       _____________ _______ _______ _______

Total from Investment 
  Activities . . . . .      -   2.60    2.22    4.91   (3.32)
                       _____________ _______ _______ _______

Distributions
  Net investment 
  income . . . . . . .  (0.03)     -   (0.07)  (0.09)  (0.09)
  Net realized 
  gain . . . . . . . .  (1.56) (1.58)  (4.64)  (0.68)  (0.10)
                       _____________ _______ _______ _______

Total 
  Distributions. . . .  (1.59) (1.58)  (4.71)  (0.77)  (0.19)
                       _____________ _______ _______ _______

NET ASSET VALUE, 
  END OF YEAR. . . . . $13.80 $15.39  $14.37  $16.86  $12.72
                       _____________ _______ _______ _______
                       _____________ _______ _______ _______

RATIOS/SUPPLEMENTAL DATA
Total Return . . . . .    0.1%  18.4%   13.9%   38.6%  (20.5)%

Ratio of Expenses to 
  Average Net Assets .   1.11%  1.20%   1.32%  1 .34%   1.47%

Ratio of Net 
  Investment Income
  to Average 
  Net Assets . . . . .   0.24% (0.01)%  0.03%   0.48%   0.73%

Portfolio Turnover 
  Rate . . . . . . . .   41.9%  40.8%   30.7%   31.2%   34.8%
Net Assets, 
  End of Year 
  (in thousands) . . .      $196,726$204,609        $186,838$266,584 $215,299

Report of Independent Accountants

To the Shareholders and Board of Directors
of T. Rowe Price OTC Fund, Inc.

     We have audited the accompanying statement of net assets of T. Rowe Price
OTC Fund, Inc. as of December 31, 1994, and the related statement of operations
for the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of
the three years in the period then ended.  These financial statements and
financial highlights are the responsibility of the Fund's management.  Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.  We did not audit the financial
highlights for each of the two years in the period ended December 31, 1991.
Those statements were derived from the financial statements which were audited
by other independent accountants whose report expressed unqualified opinions
thereon. 
     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of investments
owned as of December 31, 1994, by correspondence with the custodian and
brokers.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of T. Rowe Price OTC Fund, Inc., the results of its operations, the
changes in its net assets, and financial highlights for each of the respec-tive
periods stated in the first paragraph, in conformity with generally accepted
accounting principles.

COOPERS & LYBRAND L.L.P.

Baltimore, Maryland
January 23, 1995   

Chart 1 - Fiscal-Year Performance Comparison

Fiscal-Year Performance Comparison line graph for OTC Fund annual report (Dec.
31, 1994)

Shows $10,000 investments in OTC Fund, Nasdaq Composite, and Russell 2000 from
1984 to 1994 growing to $27,966, $30,401, and $29,811, respectively.





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