U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
T. Rowe Price Equity Income Fund
100 East Pratt Street
Baltimore, MD 21202
2. Name of each series or class of funds for which this notice is
filed:
Not Applicable
3. Investment Company Act File Number: 811-4400
Securities Act File Number: 33-0070
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
78,850,347 shares aggregating $1,431,238,039
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
78,850,347 shares aggregating $1,431,238,039
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
14,466,851 shares aggregating $272,282,040
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 1,431,238,039
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 272,282,040
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 598,163,781
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + -0-
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): = $1,105,356,298
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $381,157.34
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commissions's Rules of Informal and Other Procedures
(17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
Carmen F. Deyesu, Treasurer
By (Signature and Title)*
February 23, 1996
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
February 23, 1996
T. Rowe Price Equity Income Fund
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Equity Income Fund (the "Fund"), an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts, is
filing with the Securities and Exchange Commission a Rule 24f-2 Notice (the
"Rule
24f-2 Notice") containing the information specified in paragraph (b)(1) of
Rule
24f-2 under the Investment Company Act of 1940, as amended (the "Rule"). The
effect of the Rule 24f-2 Notice, when accompanied by the filing fee, if any,
payable as prescribed by paragraph (c) of the Rule and by this opinion, will be
to make definite in number the number of shares sold by the Fund during the
fiscal year ended December 31, 1995 in reliance upon the Rule (the "Rule 24f-2
Shares").
We have, as counsel to the Fund, participated in various proceedings
relating to the Fund and the Rule 24f-2 Shares. We have examined copies, either
certified or otherwise proved to our satisfaction to be genuine, of its Master
Trust Agreement and By-laws, as currently in effect, and a certificate dated
February 20, 1996, issued by the Secretary of State of the Commonwealth of
Massachusetts, certifying the existence and good standing of the Fund. We have
also reviewed the form of the Rule 24f-2 Notice being filed by the Fund. We are
generally familiar with the business affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the
manner contemplated by the prospectus of the Fund that was current and effective
under the Securities Act of 1933 at the time of sale, and that the Rule 24f-2
Shares were sold for a consideration not less than the net asset value thereof
as required by the Investment Company Act of 1940, as amended.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally existing under the
laws of The Commonwealth of Massachusetts.
2. The Fund is authorized to issue an unlimited number of shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable. However, we note that as set forth in the
Registration Statement, the Fund's shareholders might, under certain
circumstances, be liable for transactions effected by the Fund.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to
the filing of this Opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the Commonwealth of Massachusetts, and to
the extent that any opinion expressed herein involves the law of Massachusetts,
such opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of that Commonwealth and,
where applicable, published cases, rules or regulations of regulatory bodies of
that Commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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