PRICE T ROWE EQUITY INCOME FUND
N-30D, 1999-01-28
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- --------------------------------------------------------------------------------
                                  T. Rowe Price
- --------------------------------------------------------------------------------
                                  Annual Report
                               Equity Income Fund
- --------------------------------------------------------------------------------
                                December 31, 1998
- --------------------------------------------------------------------------------

REPORT HIGHLIGHTS
================================================================================

Equity Income Fund

*    Stocks  staged  a  powerful   late-year  rally  following  a  steep  summer
     correction,  but large-cap  growth stocks continued to outpace value stocks
     during the year.

*    The fund returned  2.78% and 9.23%,  respectively,  for the 6- and 12-month
     periods ended December 31, 1998,  roughly in line with its Lipper benchmark
     but behind the S&P 500.

*    Stocks were led by a small group of  technology  and  large-cap  companies,
     making it  difficult  for a  conservative  fund to keep pace with the broad
     market index.
 
*    We made substantial new investments in out-of-favor  stocks,  such as Baker
     Hughes and Boeing, with good long-term potential.

*    Stocks have been  advancing at a faster rate than the  fundamentals,  which
     could  make  1999 a  challenging  year.  However,  we  believe  our  steady
     investment program will continue to serve shareholders well over time.
<PAGE>

Fellow Shareholders

     Last year was  characterized  by  positive  economic  growth,  a  favorable
interest rate  environment,  and substantial  stock market  volatility.  A solid
first half was undermined by a severe third quarter  correction,  which gave way
to a near-euphoric rally in the final months. The S&P 500 Index advanced by more
than 20% for a record fourth  consecutive year.  However,  within the context of
another  strong year for equities,  large-cap  growth stocks  outpaced the value
stocks in which your fund invests.

================================================================================
Performance Comparison
- --------------------------------------------------------------------------------
Periods Ended 12/31/98                   6 Months         12 Months
- --------------------------------------------------------------------------------
Equity Income Fund                          2.78%             9.23%
S&P 500                                     9.22             28.57
Lipper Equity Income
Funds Average                               1.80             10.89
================================================================================

     For the last six months,  the fund returned  2.78%,  which was ahead of the
Lipper  universe  of  similarly  managed  funds  but below  the  return  for the
unmanaged  Standard & Poor's 500 Stock Index.  The second half was  particularly
volatile  in that the carnage of the third  quarter was quickly  followed by the
market's  exceptionally  strong rebound in the fourth.  We were pleased that the
fund provided  shareholders  with some downside  protection during the sell-off,
which is characteristic of our conservative  investment approach.  This inherent
defensiveness,  however,  made it  difficult  for the  fund to keep up with  the
strong rally during the fourth quarter.

     For the  year,  the  fund's  9.23%  return  was  respectable  but  somewhat
disappointing,  since it was the  first  time  since  1991  that  calendar  year
performance  slightly  lagged the Lipper peer group.  As discussed  later in the
report,  it is virtually  impossible for funds with  conservative  programs like
Equity Income to keep up with S&P 500 stocks during the broad market advances we
have seen in recent years. In times like these,  it is helpful for  shareholders
to keep in mind that the purpose of this type of fund is not to generate  robust
returns under all market  conditions.  The fund's goal is to produce  attractive
returns,  including  substantial  dividend income, over time -- and also to help
cushion shareholders' investment principal when times get rough.
<PAGE>

================================================================================
Preparing For The Year 2000
- --------------------------------------------------------------------------------

     The Year 2000 draws closer every day, and it holds special  meaning  beyond
the arrival of a new  millennium.  The issue for investors is that many computer
programs  throughout  the world use two digits  instead of four to identify  the
year and may assume the next century starts with 1900. If these programs are not
modified,  they will not be able to correctly handle the century change when the
year  changes  from "99" to "00" on January 1, 2000,  and they will no longer be
able to perform necessary  functions.  The Year 2000 issue affects all companies
and organizations.

     T. Rowe Price has been taking steps to assure that its computer systems and
processes  are  capable  of  functioning  in the Year 2000.  Detailed  plans for
remediation efforts have been developed and are currently being executed.

OUR PLAN OF ACTION 

     We began to address these issues  several  years ago by requiring  that all
new systems process and store  four-digit  years. All critical systems have been
reprogrammed  (including business applications required to service our customers
and processing infrastructure necessary to ensure the integrity of customer data
and investments),  and they are currently being tested. Because we exchange data
electronically  with  customers and vendors,  we are working with them to assess
the  adequacy  of  their  own  compliance  efforts.  Our goal is to  ensure  the
continuation  of the same level of service to all our mutual  fund  shareholders
and clients after December 31, 1999.

     We are asking all vendors and companies we do business with for a Year 2000
compliance status, with the expectation that some organizations will not be able
to modify their interface files prior to December 31, 1999. In addition,  we are
scheduling  tests for  critical  vendors  and  companies  that  claim  Year 2000
compliance to ensure that time-related  data and calculations  function properly
as we move into the next century.

SMOOTH  TRANSITION  PLANNED 

     We believe our programs and  initiatives  will provide a smooth  transition
into the next  millennium.  We are assessing all systems  providing  products or
services to our retail mutual fund shareholders,  retirement plan sponsors,  and
participants, and we have modified them where necessary for the Year 2000.
<PAGE>

     The Securities Industry Association (SIA) is coordinating Year 2000 testing
to assure that securities  markets,  clearing  corporations,  depositories,  and
third  party  service  providers  can  send,  receive,  and  process  files  and
transactions  accurately.  In late July 1998,  the SIA  completed a beta test of
Year 2000 readiness. The test was considered successful in terms of transactions
completed  and will  serve as the basis for the  SIA's  industry-wide  approach.
During  October  1998,  T.  Rowe  Price  completed  its beta  test of Year  2000
readiness with the SIA and is ready for the industry-wide test that is scheduled
for March and April 1999.

     For a more  detailed  discussion  of our  Year  2000  effort,  as  well  as
continuing   updates   on   our   progress,    please   check   our   Web   site
(WWW.TROWEPRICE.COM).
================================================================================

YEAR-END DISTRIBUTIONS
 
     Your Board of  Trustees  declared a fourth  quarter  dividend  of $0.15 per
share,  bringing the total for 1998 to $0.61.  Earlier in the month, a $1.36 per
share  capital  gain  distribution  was  declared,  of which  $0.27  represented
short-term and $1.09  long-term  gains.  The dividend  distribution  was paid on
December  30, 1998,  to  shareholders  of record on December  28, 1998,  and the
capital gain  distribution  was paid on December 17, 1998,  to  shareholders  of
record on December 15, 1998.  You should have  received  your check or statement
reflecting them as well as Form 1099-DIV  summarizing  this information for 1998
tax purposes.

PORTFOLIO STRATEGY

     "It was the  best of  times,  it was the  worst  of  times."  This  opening
sentence  in Charles  Dickens'  classic,  A Tale of Two  Cities,  describes  the
dramatic  volatility  in  financial  markets,  as  well  as the  wide  range  of
performance  within the U.S.  equity market in 1998.  While the S&P 500 posted a
28%  advance,  more  than one half of this  return  was  generated  by 15 of the
largest-capitalization  companies in the index. Much of the market's  leadership
was contained in the  largest-cap  growth stocks,  while  high-yield and low P/E
stocks -- two characteristics the Equity Income Fund has historically sought out
- -- were out of favor.  So,  while the S&P 500  produced  a  healthy  return,  in
reality  the  average  stock on the New York Stock  Exchange  actually  declined
slightly in value.
<PAGE>

==============================
Four  of  our  largest   sales
during  the  past  six  months
were stocks of companies  that
were in the  process  of being
merged or acquired . . .
- ------------------------------

     When  looking at the  impact of yield and P/E  within the S&P 500,  the 100
highest-yielding  stocks and 100 lowest P/E stocks in the market  returned  7.8%
and -0.6%,  respectively.  Stock funds with broad  investment  programs had more
flexibility to make different  types of investments  than are permitted for your
fund. For example,  technology  stocks produced the best returns for the year --
although they endured an extremely  volatile ride along the way. However,  given
the conservative nature of our investment  program,  technology is not a natural
sector  for us to  invest  in,  since  these  stocks  normally  do not  meet our
investment criteria.

     The fund was 95%  invested  in equities  at  year-end.  Four of our largest
sales  during  the past six months  were  stocks of  companies  that were in the
process of being merged or acquired (see Major Portfolio Changes table following
the report). In each case, we were able to sell our shares at prices higher than
our original cost.

     We made significant new investments in several  companies,  including BAKER
HUGHES, BOEING, BANKAMERICA,  and CORNING, all of which we bought at prices well
below  their  highs  for the  year.  Many of our  holdings  typically  trade  at
below-average  valuation levels because,  for many diverse reasons,  their share
prices  declined  before  we took a  position  in them.  Baker  Hughes is a good
example.  While the jury may be out on this  investment for a while, we invested
in this oil service company at approximately  $19 per share,  down from the 1998
high of about $45. In our view, the company  represents  reasonable value at the
price we paid for the stock and  offers  the  potential  for good  returns  once
investors grow less concerned about recent trends in energy prices.

     This investment  strategy -- buying out-of-favor stocks with good long-term
potential -- has served shareholders well in the past, and we believe it will in
the  future  when  investors  focus  again  on  stocks  with  appealing   market
valuations.   The   Financial   Profile   table   below   lists  the   valuation
characteristics  found in the typical fund investment.  The data demonstrate the
degree to which the companies in which we invest have below-average  valuations.
The fund's  yield is more than double that of the broad  index,  its  price/book
value  ratio is about half,  its  price/earnings  ratio is a lot lower,  and the
historical  beta of 0.68  versus  1.00 for the index  means that the fund can be
expected to have about 68% of the volatility of the S&P 500.
<PAGE>

================================================================================
Financial Profile
- --------------------------------------------------------------------------------
                                  Equity Income
As of 12/31/98                             Fund                S&P 500
- --------------------------------------------------------------------------------
Current Yield                              2.7%                   1.3%
Price/Book Ratio                           3.3                    6.5
Price/Earnings Ratio
(1998 estimated EPS)                      18.3                   25.4
Historical Beta
(based on monthly
returns for 5 years)                       0.68                   1.00
================================================================================

     Among your fund's largest holdings (see Twenty-Five  Largest Holdings table
on  page  6)  are  companies  from  many  diverse   industries,   including  SBC
COMMUNICATIONS,  MELLON BANK, AMERICAN HOME PRODUCTS, EXXON, ANHEUSER-BUSCH, DOW
CHEMICAL,  GE, and  others  that  represent  a broad  cross-section  of the U.S.
economy.

SUMMARY AND OUTLOOK

     Twelve months ago, we commented on the rapid  appreciation  of stock prices
compared  with the growth in the  underlying  earnings and  dividends.  In 1997,
share prices  increased at a much faster rate than the underlying  fundamentals,
and this "delinkage" between price and value grew even more pronounced in 1998.

     We expect 1999 to be a more challenging year than the one just ended, which
could  lead  to  more  moderate  returns  than  the  robust  and,  in our  view,
unsustainable  performance  of the past four  years.  In this  environment,  our
investment approach will be steady and constant.  We will continue to search for
attractively valued stocks with solid long-term potential.

     As always,  we will strive to justify the confidence you have placed in us,
and we appreciate your continued support.

Respectfully submitted,

/s/

Brian C. Rogers
President and Chairman of the Investment Advisory Committee
January 22, 1999



<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------

================================================================================
Portfolio Highlights
- --------------------------------------------------------------------------------

TWENTY-FIVE LARGEST HOLDINGS 
                                                                     Percent of
                                                                     Net Assets
                                                                       12/31/98
SBC Communications .........................................               2.3%
ALLTEL .....................................................               1.9
Mellon Bank ................................................               1.8
American Home Products .....................................               1.7
Exxon ......................................................               1.6
- --------------------------------------------------------------------------------
Amoco ......................................................               1.5
Philip Morris ..............................................               1.5
Pharmacia & Upjohn .........................................               1.5
General Mills ..............................................               1.4
Anheuser-Busch .............................................               1.4
- --------------------------------------------------------------------------------
GTE ........................................................               1.3
Norfolk Southern ...........................................               1.2
Dow Chemical ...............................................               1.2
Mobil ......................................................               1.2
Chevron ....................................................               1.2
- --------------------------------------------------------------------------------
Fannie Mae .................................................               1.2
GE .........................................................               1.1
Atlantic Richfield .........................................               1.1
Kimberly-Clark .............................................               1.1
AT&T .......................................................               1.1
- --------------------------------------------------------------------------------
American General ...........................................               1.1
Union Pacific ..............................................               1.1
International Flavors & Fragrances .........................               1.0
Texaco .....................................................               1.0
Union Camp .................................................               1.0
- --------------------------------------------------------------------------------
Total ......................................................              33.5%
================================================================================

<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------

================================================================================
Portfolio Highlights
- --------------------------------------------------------------------------------

MAJOR PORTFOLIO CHANGES
Listed in descending order of size
6 Months Ended 12/31/98

Ten Largest Purchases
- --------------------------------------------------------------------------------
Unocal
Baker Hughes *
Boeing *
Telebras *
Toys "R" Us *
Armstrong World
BankAmerica *
Kellogg
Royal Dutch Petroleum
Corning *

Ten Largest Sales
- --------------------------------------------------------------------------------
United States Surgical **
Bankers Trust New York **
BellSouth
Willis-Corroon **
Amoco
PECO Energy
Frontier
Baxter International **
Amgen **
Abbott Laboratories

*    Position added
**   Position eliminated
================================================================================

<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------

================================================================================
Performance Comparison
- --------------------------------------------------------------------------------

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

[Equity Income Fund SEC graph shown here]

================================================================================
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.

================================================================================
Periods Ended 12/31/98            1 Year      3 Years      5 Years      10 Years
- --------------------------------------------------------------------------------
Equity Income Fund                 9.23%       19.21%       18.75%        15.18%

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

<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------
<TABLE>
                                           For a share outstanding throughout each period
====================================================================================================================================
Financial Highlights
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                     Year
                                                    Ended
                                                 12/31/98           12/31/97          12/31/96          12/31/95          12/31/94
<S>                                                   <C>                <C>                <C>               <C>               <C>
NET ASSET VALUE
Beginning of period ....................       $    26.07         $    22.54         $   20.01         $   15.98         $   16.65
Investment activities
        Net investment income ..........             0.61               0.66              0.64              0.66              0.60
        Net realized and
        unrealized gain (loss) .........             1.74               5.67              3.38              4.56              0.13
        Total from
        investment activities ..........             2.35               6.33              4.02              5.22              0.73
Distributions
        Net investment income ..........            (0.61)             (0.66)            (0.65)            (0.65)            (0.59)
        Net realized gain ..............            (1.49)             (2.14)            (0.84)            (0.54)            (0.81)
        Total distributions ............            (2.10)             (2.80)            (1.49)            (1.19)            (1.40)
NET ASSET VALUE
End of period ..........................       $    26.32         $    26.07         $   22.54         $   20.01         $   15.98
Ratios/Supplemental Data
Total return^ ..........................             9.23%             28.82%            20.40%            33.35%             4.53%
Ratio of expenses to
average net assets .....................             0.77%              0.79%             0.81%             0.85%             0.88%
Ratio of net investment
income to average
net assets .............................             2.26%              2.67%             3.08%             3.69%             3.63%
Portfolio turnover rate ................             22.6%              23.9%             25.0%             21.4%             36.3%
Net assets, end of period
(in millions) ..........................       $   13,495         $   12,771         $   7,818         $   5,215         $   3,204
<FN>
^    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.
</FN>
</TABLE>

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


<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------
                                                               December 31, 1998

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

Common Stocks  95.7%
FINANCIAL  15.3%
Bank and Trust  9.6%
Bank One ...............................           2,100,000          $  107,231
BankAmerica ............................             850,000              51,106
BankBoston .............................           1,400,000              54,513
Chase Manhattan ........................           1,400,000              95,288
Citigroup ..............................           2,650,000             131,175
First Union ............................           1,700,000             103,381
Fleet Financial Group ..................           2,400,000             107,250
J. P. Morgan ...........................           1,200,000             126,075
Mellon Bank ............................           3,500,800             240,680
Mercantile Bankshares ..................           1,715,900              66,009
National City ..........................           1,000,000              72,500
PNC Bank ...............................             958,300              51,868
Wells Fargo ............................           2,250,000              89,859
                                                                       1,296,935

Insurance  4.6%
American General .......................           1,828,600             142,631
EXEL (Class A) .........................           1,200,000              90,000
Lincoln National .......................             800,000              65,450
SAFECO .................................           2,600,000             111,719
St. Paul Companies .....................           3,869,450             134,463
Transamerica ...........................             650,000              75,075
                                                                         619,338

Financial Services  1.1%
Fannie Mae .............................           2,100,000             155,400
                                                                         155,400
Total Financial ........................                               2,071,673


<PAGE>

UTILITIES  16.3%
Telephone  9.7%
ALLTEL .................................           4,200,000             251,212
AT&T ...................................           1,900,000             142,975
BCE ADR ................................           1,916,600              72,711
Bell Atlantic ..........................           2,400,000          $  127,200
BellSouth ..............................           1,300,000              64,838
Frontier ...............................             400,000              13,600
GTE ....................................           2,800,000             182,000
SBC Communications .....................           5,832,617             312,774
Telebras ADR ...........................             850,000              61,784
U S West ...............................           1,300,000              84,013
                                                                       1,313,107

Electric Utilities  6.6%
BGE ....................................           1,000,000              30,875
Central and South West .................           1,000,000              27,438
Dominion Resources .....................           1,000,000              46,750
DQE ....................................           1,750,000              76,891
Duke Energy ............................           1,500,000              96,094
Entergy ................................           1,500,000              46,687
FirstEnergy ............................           3,159,965             102,896
GPU ....................................             800,000              35,350
Houston Industries .....................           2,400,000              77,100
PacifiCorp .............................           3,100,000              65,294
PECO Energy ............................             900,000              37,462
Southern Company .......................           3,500,000             101,719
Teco Energy ............................           1,600,000              45,100
Unicom .................................           2,400,000              92,550
                                                                         882,206
Total Utilities ........................                               2,195,313

CONSUMER NONDURABLES  17.9%
Cosmetics  1.1%
International Flavors & Fragrances .....           3,185,600             140,764
                                                                         140,764

Beverages  2.1%
Anheuser-Busch .........................           2,900,000             190,312
Brown-Forman (Class B) .................           1,300,000              98,394
                                                                         288,706

Food Processing  4.3%
General Mills ..........................           2,480,000             192,820
Heinz ..................................           1,593,600              90,238
Kellogg ................................           2,500,000           $  85,312
McCormick ..............................           2,981,600             100,722
Quaker Oats ............................           1,944,800             115,716
                                                                         584,808
<PAGE>

Hospital Supplies/Hospital Management  1.4%
Abbott Laboratories ....................           1,150,000              56,350
Bausch & Lomb ..........................           1,325,300              79,518
Smith & Nephew (GBP) ...................          16,840,700              51,202
                                                                         187,070

Pharmaceuticals  3.1%
American Home Products .................           4,000,000             225,250
Pharmacia & Upjohn .....................           3,500,000             198,187
                                                                         423,437

Miscellaneous Consumer Products  5.9%
Armstrong World ........................           1,800,000             108,562
Fortune Brands .........................           2,400,000              75,900
Philip Morris ..........................           3,800,000             203,300
PPG Industries .........................           1,500,000              87,375
RJR Nabisco ............................           2,750,000              81,641
Stanley Works ..........................             800,000              22,200
Tomkins (GBP) ..........................          17,200,000              81,728
UST ....................................           3,800,000             132,525
                                                                         793,231
Total Consumer Nondurables .............                               2,418,016

CONSUMER SERVICES  4.7%
General Merchandisers  1.0%
J.C. Penney ............................           1,700,000              79,687
May Department Stores ..................           1,000,000              60,375
                                                                         140,062

Specialty Merchandisers  0.6%
Toys "R" Us * ..........................           3,000,000              50,625
Tupperware .............................           1,800,000              29,588
                                                                          80,213

Entertainment and Leisure  0.8%
Hilton .................................           2,500,000              47,812
Reader's Digest (Class A) ..............           2,100,000              52,894
                                                                         100,706

Media and Communications  2.3%
Dow Jones ..............................           1,300,000           $  62,563
Dun & Bradstreet .......................           2,000,000              63,125
Knight-Ridder ..........................           2,100,000             107,362
R.R. Donnelley .........................           1,750,000              76,672
                                                                         309,722
Total Consumer Services ................                                 630,703
<PAGE>

CONSUMER CYCLICALS  6.7%
Automobiles and Related  2.4%
Eaton ..................................             200,000              14,138
Genuine Parts ..........................           3,000,000             100,312
GM .....................................           1,600,000             114,500
TRW ....................................           1,700,000              95,519
                                                                         324,469

Building and Real Estate  2.4%
Archstone Communities Trust, REIT ......           1,400,000              28,350
Crescent Real Estate Equities, REIT ....           2,200,000              50,600
Rouse ..................................             700,000              19,250
Simon DeBartolo Group, REIT ............           3,489,532              99,452
Starwood Hotels & Resorts, REIT ........           4,000,000              90,750
Weingarten Realty Investors, REIT ......             600,000              26,775
                                                                         315,177

Miscellaneous Consumer Durables  1.9%
Corning ................................           1,200,000              54,000
Eastman Kodak ..........................           1,700,000             122,400
Whirlpool ..............................           1,500,000              83,062
                                                                         259,462
Total Consumer Cyclicals ...............                                 899,108

TECHNOLOGY  2.8%
Electronic Systems  0.8%
Hewlett-Packard ........................           1,500,000             102,469
                                                                         102,469

Electronic Components  0.9%
AMP ....................................           2,355,075             122,611
                                                                         122,611

Aerospace and Defense  1.1%
AlliedSignal ...........................           1,850,000           $  81,978
Boeing .................................           2,000,000              65,250
                                                                         147,228
Total Technology .......................                                 372,308

CAPITAL EQUIPMENT  2.4%
Electrical Equipment  2.0%
GE .....................................          1,500,000              153,094
Hubbell (Class B) ......................          1,300,000               49,400
Tyco International .....................            950,750               71,722
                                                                         274,216

Machinery  0.4%
Cooper Industries ......................           1,200,000              57,225
                                                                          57,225
Total Capital Equipment ................                                 331,441
<PAGE>

BUSINESS SERVICES AND 
TRANSPORTATION  5.2%
Transportation Services  0.2%
Alexander & Baldwin ....................          1,022,500               23,453
                                                                          23,453

Miscellaneous Business Services  2.2%
Browning-Ferris ........................           2,750,000              78,203
GATX ...................................           1,000,000              37,875
H&R Block ..............................           1,920,600              86,427
Waste Management .......................           2,000,000              93,250
                                                                         295,755

Railroads  2.8%
Burlington Northern Santa Fe ...........           2,250,000              75,938
Norfolk Southern .......................           5,250,000             166,359
Union Pacific ..........................           3,150,000             141,947
                                                                         384,244
Total Business Services and Transportation                               703,452

ENERGY  12.4%
Energy Services  0.9%
Baker Hughes ...........................           4,000,000              70,750
Witco ..................................           2,800,000           $  44,625
                                                                         115,375

Integrated Petroleum - Domestic  4.2%
Amerada Hess ...........................           2,000,000              99,500
Atlantic Richfield .....................           2,300,000             150,075
British Petroleum ADR ..................             733,680              69,700
Occidental Petroleum ...................           2,000,000              33,750
Phillips Petroleum .....................           1,200,000              51,150
Unocal .................................           3,600,000             105,075
USX-Marathon ...........................           1,900,000              57,237
                                                                         566,487

Integrated Petroleum - International  7.3%
Amoco ..................................           3,500,000             206,500
Chevron ................................           1,900,000             157,581
Exxon ..................................           2,900,000             212,063
Mobil ..................................           1,850,000             161,181
Royal Dutch Petroleum ADR ..............           2,400,000             114,900
Texaco .................................           2,600,000             137,475
                                                                         989,700
Total Energy ...........................                               1,671,562
<PAGE>

PROCESS INDUSTRIES  10.0%
Diversified Chemicals  3.2%
Dow Chemical ...........................           1,800,000             163,687
DuPont .................................           2,200,000             116,737
Hercules ...............................           3,500,000              95,813
Olin ...................................           2,000,000              56,625
                                                                         432,862

Specialty Chemicals  3.3%
3M .....................................           1,780,000             126,602
Great Lakes Chemical ...................           2,200,000              88,000
Imperial Chemical ADR ..................           1,250,000              43,672
Lubrizol ...............................           1,300,000              33,394
Nalco Chemical .........................           2,000,000              62,000
Pall ...................................           3,443,000              87,151
                                                                         440,819

Paper and Paper Products  2.6%
Consolidated Papers ....................           2,510,200              69,031
Kimberly-Clark .........................           2,700,000             147,150
Union Camp .............................           2,000,000           $ 135,000
                                                                         351,181

Forest Products  0.9%
Georgia-Pacific ........................           1,000,000              58,562
International Paper ....................           1,500,000              67,219
                                                                         125,781
Total Process Industries ...............                               1,350,643

BASIC MATERIALS  1.7%
Metals  1.4%
Inco ...................................           3,000,000              31,688
Phelps Dodge ...........................           1,300,000              66,137
Reynolds Metals ........................           1,000,000              52,687
USX U.S. Steel .........................           1,500,000              34,500
                                                                         185,012

Mining  0.3%
Newmont Mining .........................           2,750,000              49,672
                                                                          49,672
Total Basic Materials ..................                                 234,684
Total Miscellaneous Common Stocks 0.3%                                    41,063
Total Common Stocks (Cost $9,711,354)                                 12,919,966

Convertible Preferred Stocks  0.1%
Crown Cork & Seal, 4.50% ................            500,000              14,625
Total Convertible Preferred Stocks (Cost $24,026)                         14,625
<PAGE>

Corporate Bonds  0.3%
Starwood Hotel & Resort, Sr. Secured Notes
                VR, 8.868%, 2/23/03 ......      $ 33,750,000              33,413
Total Corporate Bonds (Cost  $33,716) ....                                33,413

Short-Term Investments  4.2%
Money Market Funds  4.2%
Reserve Investment Fund, 5.42% #+ ........       566,787,408             566,787
Total Short-Term Investments (Cost  $566,787)                            566,787

Total Investments in Securities
100.3% of Net Assets (Cost $10,335,883) ..                          $ 13,534,791

Other Assets Less Liabilities ............                              (39,741)

NET ASSETS ...............................                          $ 13,495,050
Net Assets Consist of:
Accumulated net investment income - net of distributions            $    (2,528)
Accumulated net realized gain/loss - net of distributions               117,577
Net unrealized gain (loss)                                            3,198,911
Paid-in-capital applicable to 512,712,115 shares of no par
value capital stock outstanding; unlimited shares authorized         10,181,090

NET ASSETS ................................                        $ 13,495,050

NET ASSET VALUE PER SHARE .................                        $      26.32

#      Seven-day yield
+      Affiliated company
*      Non-income producing
ADR    American Depository Receipt
REIT   Real Estate Investment Trust
VR     Variable rate
GBP    British Sterling

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

<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------

================================================================================
Statement of Operations
- --------------------------------------------------------------------------------
In thousands

                                                                            Year
                                                                           Ended
                                                                        12/31/98
Investment Income
Income
        Dividend .............................................        $  345,533
        Interest .............................................            64,806
        Total income .........................................           410,339
Expenses
        Investment management ................................            77,394
        Shareholder servicing ................................            25,010
        Prospectus and shareholder reports ...................             1,031
        Registration .........................................               601
        Custody and accounting ...............................               445
        Trustees .............................................                40
        Legal and audit ......................................                23
        Miscellaneous ........................................                82
        Total expenses .......................................           104,626
Net investment income ........................................           305,713

Realized and Unrealized Gain (Loss)
Net realized gain (loss)
        Securities ...........................................           784,485
        Foreign currency transactions ........................               180
        Net realized gain (loss) .............................           784,665
Change in net unrealized gain or loss
        Securities ...........................................            68,424
        Other assets and liabilities
        denominated in foreign currencies ....................                 4
        Change in net unrealized gain or loss ................            68,428
Net realized and unrealized gain (loss) ......................           853,093

INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS .......................................        $1,158,806

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

<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------

<TABLE>
====================================================================================================================================
Statement of Changes in Net Assets
- ------------------------------------------------------------------------------------------------------------------------------------
In thousands

<CAPTION>
                                                                                                      Year
                                                                                                     Ended
                                                                                                  12/31/98                 12/31/97
<S>                                                                                                    <C>                      <C>
Increase (Decrease) in Net Assets
Operations
        Net investment income ....................................................            $    305,713             $    281,009
        Net realized gain (loss) .................................................                 784,665                  859,742
        Change in net unrealized gain or loss ....................................                  68,428                1,503,279
        Increase (decrease) in net assets from operations ........................               1,158,806                2,644,030
Distributions to shareholders
        Net investment income ....................................................                (309,762)                (281,472)
        Net realized gain ........................................................                (730,134)                (948,478)
        Decrease in net assets from distributions ................................              (1,039,896)              (1,229,950)
Capital share transactions *
        Shares sold ..............................................................               3,094,274                3,858,730
        Distributions reinvested .................................................               1,005,143                1,194,182
        Shares redeemed ..........................................................              (3,494,462)              (1,513,941)
        Increase (decrease) in net assets from capital
        share transactions .......................................................                 604,955                3,538,971
Net Assets
Increase (decrease) during period ................................................                 723,865                4,953,051
Beginning of period ..............................................................              12,771,185                7,818,134
End of period ....................................................................            $ 13,495,050             $ 12,771,185
*Share information
        Shares sold ..............................................................                 115,398                  156,117
        Distributions reinvested .................................................                  38,342                   47,135
        Shares redeemed ..........................................................                (130,881)                 (60,273)
        Increase (decrease) in shares outstanding ................................                  22,859                  142,979
</TABLE>

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

<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------
                                                               December 31, 1998

================================================================================
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

     T. Rowe  Price  Equity  Income  Fund  (the  fund) is  registered  under the
Investment Company Act of 1940 as a diversified,  open-end management investment
company and commenced operations on October 31, 1985.

     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  deter mined 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
Trustees, 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 the 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 Trustees.

     AFFILIATED  COMPANIES As defined by the Investment  Company Act of 1940, an
affiliated  company is one in which the fund owns at least 5% of the outstanding
voting securities.
<PAGE>

     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.

NOTE 2 - INVESTMENT TRANSACTIONS

     Purchases  and  sales  of  portfolio  securities,   other  than  short-term
securities, aggregated $3,102,347,000 and $2,860,498,000,  respectively, for the
year ended December 31, 1998.

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,  1998,  the cost of  investments  for  federal  income tax
purposes  was  substantially  the same as for  financial  reporting  and totaled
$10,335,883,000. Net unrealized gain aggregated $3,198,908,000 at period end, of
which  $3,797,918,000  related to appreciated  investments  and  $599,010,000 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  $6,518,000 was payable at December 31, 1998. The fee is computed daily
and paid  monthly,  and  consists  of an  individual  fund fee equal to 0.25% 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
December 31, 1998, and for the year 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.
<PAGE>

     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  $18,515,000 for the year ended
December 31, 1998, of which $1,697,000 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  and
Spectrum Income Fund held  approximately  5.1% of the outstanding  shares of the
Equity Income Fund at December 31, 1998.  For the year then ended,  the fund was
allocated  $1,622,000  of  Spectrum  expenses,  $173,000 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  year  ended  December  31,  1998,  totaled
$40,668,000 and are reflected as interest income in the  accompanying  Statement
of Operations.

<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------

================================================================================
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF
T. ROWE PRICE EQUITY INCOME FUND

     In our opinion,  the  accompanying  statement of net assets and the related
statements  of  operations  and of  changes  in net  assets  and  the  financial
highlights present fairly, in all material  respects,  the financial position of
T. Rowe Price Equity  Income Fund (the  "Fund") at December  31,  1998,  and the
results of its  operations,  the  changes  in its net  assets and the  financial
highlights  for  each  of the  fiscal  periods  presented,  in  conformity  with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at December  31, 1998 by
correspondence  with  custodians,  provide a  reasonable  basis for the  opinion
expressed above.


PricewaterhouseCoopers LLP
Baltimore, Maryland
January 21, 1999

<PAGE>

T. Rowe Price Equity Income Fund
- --------------------------------------------------------------------------------

================================================================================
Tax Information (Unaudited) for the Tax Year Ended 12/31/98
- --------------------------------------------------------------------------------

     We are providing this information as required by the Internal Revenue Code.
The amounts  shown may differ  from those  elsewhere  in this report  because of
differences between tax and financial reporting requirements.

     The fund's distributions to shareholders included:

*    $152,195,000 from short-term capital gains,

*    $577,939,000  from long-term capital gains, all of which was subject to the
     20% rate gains category.

     For corporate  shareholders,  $308,487,000 of the fund's distributed income
and short-term capital gains qualified for the dividends-received deduction.
================================================================================

<PAGE>

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  [Registration Mark]
          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.

<PAGE>

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 
<PAGE>

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 
<PAGE>

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

*    Formerly named Equity Index.
**   Closed to new investors.
***  Formerly named Florida Insured Intermediate Tax-Free.
+    Formerly named Tax-Free Insured Intermediate Bond.
++   Formerly named Global Government Bond.
+++  Neither the funds nor their share prices are insured or  guaranteed  by the
     U.S. government.
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.

<PAGE>

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
<PAGE>

          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 [Registration Mark] From T. Rowe Price
          The T. Rowe  Price  401(k)  Century  PlanRegistration  Mark (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  ANALYZER  TM 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  ANALYZER TM 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.

<PAGE>

T. Rowe Price Insights Reports
- --------------------------------------------------------------------------------

THE FUNDAMENTALS OF INVESTING

          Whether you are unsure how to get started or are saving for a specific
          goal, such as retirement or college, the T. Rowe Price Insights series
          can  help you  make  informed  investment  decisions.  These  reports,
          written in plain English about fundamental  investment  topics, can be
          useful at every stage of your investment  journey.  They cover a range
          of topics,  from the basic, such as getting started with mutual funds,
          to the more advanced, such as managing risk through diversification or
          buying individual  securities through a broker. To request one or more
          Insights, call us at 1-800-638-5660.

          INSIGHTS REPORTS
          ----------------------------------------------------------------------

          GENERAL INFORMATION
          The ABCs of Giving
          Back to Basics: The ABCs of Investing
          The Challenge of Preparing for Retirement
          Financial Planning After Retirement
          Getting Started: Investing With Mutual Funds
          The Roth IRA: A Review
          Tax Information for Mutual Fund Investors

          INVESTMENT STRATEGIES
          Conservative Stock Investing
          Dollar Cost Averaging
          Equity Index Investing
          Growth Stock Investing
          Investing for Higher Yield
          Managing Risk Through Diversification
          The Power of Compounding
          Value Investing
<PAGE>

          TYPES OF SECURITIES
          The Basics of  International  Stock  Investing  
          The Basics of Tax-Free Investing
          The  Fundamentals  of Fixed  Income  Investing  
          Global Bond Investing
          Investing in Common Stocks 
          Investing in Emerging Growth Stocks
          Investing in Financial Services Stocks
          Investing in Health Care Stocks
          Investing in High-Yield Municipal Bonds
          Investing in Money Market Securities
          Investing in Mortgage-Backed Securities
          Investing in Natural Resource Stocks
          Investing in Science and Technology Stocks
          Investing in Small-Company Stocks 
          Understanding Derivatives
          Understanding High-Yield "Junk" Bonds

          BROKERAGE INSIGHTS
          Combining Individual Securities With Mutual Funds
          Getting Started: An Introduction to Individual Securities
          What You Should Know About Bonds
          What You Should Know About Margin and Short-Selling
          What You Should Know About Options
          What You Should Know About Stocks

          T. Rowe Price  Insights are also  available for reading or downloading
          on the Internet at WWW.TROWEPRICE.COM.
<PAGE>


FOR YIELD, PRICE, LAST TRANSACTION,
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A WEEK, CALL TELE*ACCESS [REGISTRATION MARK]:
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FOR ASSISTANCE
WITH YOUR EXISTING
FUND ACCOUNT, CALL:
shareholder service center
1-800-225-5132 toll free
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TO OPEN A BROKERAGE ACCOUNT
OR OBTAIN INFORMATION, CALL:
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INTERNET ADDRESS:
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T. Rowe Price Associates
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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 Equity Income Fund.

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T. Rowe Price Investment Services, Inc., Distributor.          F71-050  12/31/98


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