PRICE T ROWE CAPITAL APPRECIATION FUND
N-30D, 1994-08-24
Previous: HILLS STORES CO /NEW/, DEFC14A, 1994-08-24
Next: TAX EXEMPT SECURITIES TRUST SERIES 248, 485BPOS, 1994-08-24




Fellow Shareholders

The Capital Appreciation Fund eked out a small gain in the quarter ended
June 30, but was marginally in the red for the first half of 1994. Compared
with both the unmanaged broad market indices and the Lipper Capital
Appreciation Fund Average, we are having a very good year. Are we ecstatic?
No, and we doubt that you are, either. We'd rather be making high returns
for shareholders. Are we discouraged? No, and we hope you are not. When
better times arrive, our performance should get back on track. In the
meantime, we are pleased to have successfully minimized losses.

Performance Comparison
                             Periods Ended 6/30/94
                            3 Months           6 Months
Capital Appreciation Fund       0.2%              -0.6%
S&P 500                         0.4               -3.4
Lipper Capital Appreciation
Fund Average                   -4.4               -7.6

Market Environment

Yogi Berra said it best: it was deja vu all over again. In the second
quarter, like the first, the stock market was fine for two months and then
wilted. Rising interest rates were the nemesis in the first quarter, and
concern over dollar weakness, primarily versus the Japanese yen, led to the
June decline. Many think that a strong economy and a weak dollar will force
the Federal Reserve to raise interest rates yet again. This, in turn, would
likely lead investors to sell bonds to avoid losses and then to sell
equities as they look less attractive than higher-yielding bonds.
     Meanwhile, economic growth and the corporate earnings that flow from
that growth continue to look very good. But the markets have disparaged
even this news. Strong growth has triggered worries about higher inflation
even though there is little evidence of this.
     Our working hypothesis is that economic growth will ebb and flow, but
will be healthy for at least a year. Further, we think that interest rates
are probably going to trend higher over the next year or two, but not soar.
For ourselves and our shareholders, we emphasize this: financial, monetary,
and economic cycles are interrelated and tend to self-correct. It seems
foolish to focus too much intellectual energy analyzing an environment that
is nearly impossible for us to predict except in the broadest terms. If our
hypothesis of a healthy economy is right, then the stock market should,
over time, return to health as well.

Portfolio Highlights

Our big winner of the first quarter, Kemper, was flat in the second. We
trimmed about half of our position despite being optimistic that the
company would eventually be sold. Locking in profits has long been a
management objective and seemed appropriate in this situation. American
Cyanamid was the largest contributor to second quarter performance. The
company, whose stock we began buying in January, is restructuring both
operationally and financially.
     Electric utilities were major losers, as the industry suffered from
rising interest rates and possible future competition. In past years, your
Fund has had several big utility winners; recent weakness gave us the
chance to add to positions.
     While not a major loser, Eastman Kodak convertible bonds were our
biggest disappointment this year. What had been our largest position _ 5%
of net assets _ was "called" by the company (redeemed for cash), thus
short-circuiting a promising investment.
     The Fund's asset allocation (shown on the next page) was little
changed from the first quarter report. Common stocks were slightly higher
(52% versus 50%) and convertibles were two percentage points lower. Our
substantial cash position continued to cushion the effect of market
declines on the Fund's share price.

Chart Number 1 (see appendix)

Outlook

Despite six months of dreary performance, the stock market remains
expensive compared with historic benchmarks _ price-to-earnings, dividend
yield, and price-to-book. Recent investor pessimism (a contrary indicator)
only partially offsets this negative in our view. Therefore, we anticipate
only gradually committing our cash reserves to purchase attractive
individual securities.  If, indeed, the wind of investor opinion has
changed from optimism to pessimism, we will need to become more aggressive
buyers. But there is no great hurry. The two cardinal rules of investing
are foremost in our thinking: (1) don't lose your money, and (2) don't
forget rule #1.
     Thank you for your interest, comments, and the expression of
confidence represented by your investment in the Fund.


     Respectfully submitted,

     (signature)

     Richard P. Howard
     President and Chairman of the
     Investment Advisory Committee

July 19, 1994


Twenty-Five Largest Holdings
T. Rowe Price Capital Appreciation Fund / June 30, 1994

                                     Percent of
  Company                            Net Assets
  U.S. Treasury Notes<F1>               3.9 %
  Manville                               3.3
  Petrie Stores                          3.1
  Philip Morris                          2.9
  Rockefeller Center                     2.8
  American Cyanamid                      2.5
  Loews                                  2.2
  Automatic Data Processing              2.1
  Eli Lilly                              1.9
  Washington Post                        1.9
  Federated Department Stores            1.8
  Atlantic Richfield                     1.8
  Texaco                                 1.7
  Kemper                                 1.6
  Reebok                                 1.4
  Polaroid                               1.3
  Champion International                 1.3
  Newmont Mining                         1.3
  Chris-Craft Industries                 1.3
  Pennzoil                               1.2
  Price Company                          1.2
  Weyerhaeuser                           1.2
  Public Service of New Mexico           1.2
  CIGNA                                  1.1
  Unitrin                                1.1
  Total                                 47.1%

<F1>33% of these notes mature in less than 12 months.

Performance Contributions<F1>
Six Months Ended June 30, 1994
                                                      Cents-
                                     Percent of      Per-Share
  Sector                             Net Assets    Contribution
  Basic Materials                        2 %        -  4 cents
  Business Services &  Transportation    5          -   5
  Consumer Cyclicals                     9          -  13
  Consumer Nondurables                  12              5
  Consumer Services                     12          -   8
  Energy                                 9              2
  Financial                             10              7
  Process Industries                     4              1
  Technology                             1          -   6
  Utilities                              6          -   3
  U.S. Government/Options                4          -   4
  Subtotal                              74          -  28
  Miscellaneous                          2              5
  Reserves & Income                     24             16
  Total Portfolio                      100 %         - 7 cents

<F1> Includes preferred stocks and debt securities.

Note: Performance contribution numbers reflect principal change only.
Dividends and interest received on all Fund holdings are included in
"Reserves & Income."

Contributions to the Net Asset Value Per Share
T. Rowe Price Capital Appreciation Fund

  Three Months Ended June 30, 1994
  Ten Best Contributors
  American Cyanamid                      6 cents
  Eli Lilly                              3
  Telefonica de Espana                   2
  Scott Paper                            2
  Chris-Craft                            1
  Atlantic Richfield                     1
  Macy (R.H.)<F2>                        1
  CIGNA                                  1
  Murphy Oil                             1
  Upjohn                                 1
  Total                                 19 cents

  Ten Worst Contributors
  Manville                              -3 cents
  Reebok                                 2
  Entergy                                2
  Newmont Mining                         2
  Public Service of New Mexico           2
  Homestake Mining                       2
  Rockefeller Center                     1
  Loews                                  1
  Overseas Shipholding Group             1
  Sun Company                            1
  Total                                -17 cents

<F1> Position added
<F2> Position eliminated

  Six Months Ended June 30, 1994

  Ten Best Contributors
  Kemper                                13 cents
  American Cyanamid<F1>                  5
  Macy (R.H.)                            2
  Scott Paper                            2
  Telefonica de Espana                   2
  Rite Aid                               1
  Murphy Oil                             1
  Meredith                               1
  Monsanto                               1
  Coca-Cola Enterprises                  1
  Total                                  29cents

  Ten Worst Contributors
  Petrie Stores                         -6 cents
  Manville                               4
  Rockefeller Center                     4
  Overseas Shipholding Group             3
  Teledyne                               2
  Entergy                                2
  Loews                                  2
  American Express                       2
  Philip Morris                          2
  Washington Post                        2
  Total                                -29 cents


Statement of Net Assets (Value in thousands)
T. Rowe Price Capital Appreciation Fund / June 30, 1994 (Unaudited)

Common Stocks _ 51.9%

FINANCIAL _7.6%
                                                                   Value
INSURANCE _ 5.6%
    250,000  shs.     American Premier  Underwriters               $  6,281
     33,000      <F1> Fund American Enterprises                       2,326
     70,000           Kemper                                          4,235
    150,000           Loews                                          12,788
    160,000           Unitrin                                         6,400
      5,000      <F1> White River                                       168
                                                                     32,198

FINANCIAL SERVICES _1.8%
    240,000           American Express                                6,180
     90,000           Dreyfus                                         4,365
                                                                     10,545

BANK & TRUST _ 0.2%
        150           Bank for International  Settlements (CHF)       1,125
Total Financial                                                      43,868

UTILITIES _ 3.9%

TELEPHONE _ 0.7%
    101,489           Telefonica de Espana, ADR                       4,085

ELECTRIC UTILITIES _ 3.2%
    300,000           Centerior Energy                                3,037
    235,000           Entergy                                         5,816
    110,000      General Public Utilities                             2,888
    580,000  <F1>     Public Service of New Mexico                    6,670
                                                                     18,411
Total Utilities                                                      22,496

CONSUMER NONDURABLES _ 11.1%

BEVERAGES _ 0.5%
    160,000      Coca-Cola Enterprises                                2,720

FOOD PROCESSING _ 0.7%
    215,000      Pet                                                  4,004

HOSPITAL SUPPLIES/ HOSPITAL MANAGEMENT _ 0.5%
      3,300      <F1> Lynx Therapeutics                                   1
     70,001           Manor Care                                      1,759
     45,000           United States Surgical                          1,001
                                                                      2,761

PHARMACEUTICALS _ 5.2%
    255,000  shs.     American Cyanamid                            $ 14,280
    190,000           Eli Lilly                                      10,806
    165,000           Upjohn                                          4,806
                                                                     29,892

MISCELLANEOUS CONSUMER  PRODUCTS _ 4.2%
    325,000           Philip Morris                                  16,737
    260,000           Reebok                                          7,768
                                                                     24,505
Total Consumer Nondurables                                           63,882

CONSUMER SERVICES _ 8.7%

GENERAL MERCHANDISERS _ 0.5%
    140,000  <F1>     Hills Stores Company                            2,660

SPECIALTY MERCHANDISERS _ 3.0%
    115,178  <F1>     Federated Department Stores                     2,303
    552,000           Petrie Stores                                  13,593
     82,000           Rite Aid                                        1,661
                                                                     17,557

MEDIA & COMMUNICATIONS _ 5.2%
     10,000           CBS                                             3,100
    200,000  <F1>     Chris-Craft Industries                          7,225
    120,000           Meredith                                        5,100
    150,000           New York Times                                  3,581
     46,000           Washington Post (Class B)                      10,638
                                                                     29,644
Total Consumer Services                                              49,861

CONSUMER CYCLICALS _ 1.4%

MISCELLANEOUS CONSUMER DURABLES _ 1.4%
    241,200           Polaroid                                        7,688
     10,000           Tandy                                             345
Total Consumer Cyclicals                                              8,033

TECHNOLOGY _ 1.4%

INFORMATION PROCESSING _ 0.5%
     50,000           IBM                                             2,938

AEROSPACE & DEFENSE _ 0.9%
     50,000      <F1> Litton Industries                               1,681
    230,000      <F1> Teledyne                                        3,680
                                                                      5,361
Total Technology                                                      8,299

BUSINESS SERVICES & TRANSPORTATION _ 2.4%

TRANSPORTATION SERVICES _ 2.4%
    305,000  shs.     Overseas Shipholding Group                   $  5,566
    150,000           PHH                                             5,344
    120,000           Ryder System                                    3,015
Total Business Services & Transportation                             13,925

ENERGY _ 9.1%

EXPLORATION & PRODUCTION _ 0.1%
     80,000           Ranger Oil                                        530

GAS TRANSMISSION _ 0.2%
    150,000           Noram Energy                                      900

INTEGRATED PETROLEUM-DOMESTIC _ 6.7%
    100,000           Atlantic Richfield                             10,212
     50,000           Kerr-McGee                                      2,356
    145,000           Murphy Oil                                      6,199
    340,000  <F1>     Oryx Energy                                     5,100
    140,000           Pennzoil                                        7,175
    140,000           Sun Company                                     3,763
    100,000           Union Texas Petroleum                           1,787
     70,000           Unocal                                          2,004
                                                                     38,596

INTEGRATED PETROLEUM- INTERNATIONAL _ 1.7%
    165,000           Texaco                                          9,962

ENERGY SERVICES _ 0.4%
     75,000           Helmerich & Payne                               1,988
Total Energy                                                         51,976

PROCESS INDUSTRIES _ 3.6%

DIVERSIFIED CHEMICALS _ 1.3%
     50,000           Cabot                                           2,556
     60,000           Monsanto                                        4,538
                                                                      7,094

PAPER & PAPER PRODUCTS _ 0.2%
     24,000           Scott Paper                                     1,254

FOREST PRODUCTS _ 1.2%
    170,000           Weyerhaeuser                                    6,800

BUILDING & CONSTRUCTION _ 0.9%
    750,000           Manville                                        5,250
Total Process Industries                                             20,398

BASIC MATERIALS _ 1.3%

MINING _ 1.3%
    195,000  shs.     Homestake Mining                             $  3,656
    100,000           Newmont Mining                                  4,025
Total Basic Materials                                                 7,681

Miscellaneous _ 1.4%                                                 8,003

Total Common Stocks (Cost _ $272,493)                              298,422

Preferred Stocks _ 2.5%
     46,292           Gulf States Utilities, 8.75%, Dep. Series D     2,303
      4,800      <F1> Lynx Therapeutics, Series A                         5
    525,000           Manville, $2.70, Cum. Series B                 12,272
Total Preferred Stocks (Cost _ $12,148)                             14,580

Convertible Preferred Stocks _ 2.5%
     10,000           GATX, $3.875, Series A                            520
     75,000      <F1> Kemper, Series E (144a)                         4,744
     55,000      <F1> Newmont Mining, $2.75 (144a)                    3,224
    182,000           Tandy, $2.14, Series C, PERCS                   5,892
Total Convertible Preferred Stocks  (Cost _ $13,047)                14,380

Convertible Bonds _ 13.7%
$ 4,000,000           American Brands, 5.75%,  4/11/05                4,545
 30,000,000           Automatic Data Processing,
                         Zero Coupon,2/20/12                         12,037
  7,000,000           Champion International, Sub.Deb.,
                         6.50%,4/15/11                                7,324
  6,000,000           CIGNA, 8.20%, 7/10/10                           6,548
  8,500,000           Federated Department Stores,
                         Zero Coupon,2/15/04                          8,075
    500,000           Homestake Mining,Sub. Deb.,5.50%, 6/23/00         526
  4,000,000           Petrie Stores, Sub. Deb., 8.00%,  12/15/10      4,420
  5,200,000           Potomac Electric Power, Deb.,  5.00%, 9/1/02    4,355
 $5,000,000           Price Company, Sub. Deb.,  5.50%, 2/28/12    $  4,331
  2,750,000           Price Company, Sub. Deb.,  6.75%, 3/1/01        2,640
 18,000,000           Rockefeller Center, Deb., 8.00%, 12/31/00      15,885
  5,600,000           Rouse, 5.75%, 7/23/02                           4,858
 10,000,000           U.S. West, Zero Coupon,  6/25/11                3,013
Total Convertible Bonds (Cost _ $79,777)                            78,557

Miscellaneous Convertible Bonds _ 0.7%  (Cost _ $3,878)             3,975

Corporate Bonds _ 0.3%
  1,700,000           Manville, Def. Sub. Deb.,
                         9.00%, 12/31/03                              1,700
Total Corporate Bonds (Cost _ $1,415)                                1,700

U.S. Government Obligations _ 3.9%
  2,500,000           U.S. Treasury Notes,  3.875%, 3/31/95           2,475
  5,000,000           U.S. Treasury Notes,  4.25%, 12/31/95           4,884
  2,500,000           U.S. Treasury Notes,  4.25%, 5/15/96            2,419
  2,500,000           U.S. Treasury Notes,  4.625%, 11/30/94          2,499
  2,500,000           U.S. Treasury Notes,  4.625%, 8/15/95           2,473
  2,500,000           U.S. Treasury Notes,  4.625%, 2/15/96           2,448
  2,500,000           U.S. Treasury Notes,  5.125%, 11/15/95          2,478
  2,500,000           U.S. Treasury Notes,  6.00%, 11/15/94           2,511
Total U.S. Government Obligations  (Cost _ $22,730)                 22,187

Index Notes _ 0.4%
    169,600      <F1> Republic of Austria,
                         Stock Index Growth Notes, 8/15/96            2,099
Total Index Notes (Cost _ $1,822)                                    2,099

Options Purchased _ 0.1%
        100  cts.        Entergy 'B', 9/17/94 (a) $35                   102
        100           Federated Department Stores 'B',
                         8/20/94 (a)$25.00                               50
        500  cts.     Federated Department Stores Put,
                         8/20/94 (a) $13.375                       $      1
        375           Federated Department Stores Put,
                         8/20/94 (a) $15.61                               3
        375           Federated Department Stores Put,  8/20/94
                         (a) $15.61, capped (a) $10.61                    4
        100           Mellon "B", 9/17/94 (a) $60                        45
        100           Toys R Us, 12/17/94 (a) $35                        29
        740           Toys R Us, 12/17/94 (a) $40                       537
Total Options Purchased (Cost _ $904)                                  771

Options Written _ 0.0%
      1,078           Federated Department Stores Call,
                         8/20/94 (a) $19.77                           (163)
Total Options Written (Cost _ $(268))                                (163)

Short-Term Investments _ 24.2%

COMMERCIAL PAPER _ 17.9%
$ 5,000,000           ANZ Delaware, 4.50%, 8/18/94                    4,944
 10,000,000           Asset Securitization Cooperative, 4(2),
                         4.35 - 4.43%,  7/26 - 8/8/94                 9,916
  5,000,000           Bankers Trust New York 4.20%,  10/4/94          4,895
  5,000,000           BMW U.S. Capital, 4.48%,  8/23/94               4,944
  5,000,000           BNP U.S. Finance, 3.38%,  7/8/94                4,913
  5,000,000           BP Oil New Zealand, 4.45%,  9/12/94             4,944
  5,000,000           Commerzbank United States Finance,
                         3.41%, 8/19/94                               4,889
  5,000,000           Commonwealth Bank of Australia,4.57%,9/23/94    4,944
  5,000,000           Countrywide Funding, 4.38%, 7/15/94             4,986
  5,000,000           Daimler-Benz North America, 4.30%, 7/19/94      4,983
  5,000,000           Dover, 4(2), 4.28%, 7/19/94                     4,983
  5,000,000           Great Lakes Chemical, 4.30%,  7/22/94           4,983
  3,242,000           Harvard University, 4.30%,  7/1/94              3,242
  5,997,000           Mobil Australia, 4.43%, 8/16/94                 5,934
  5,000,000           National Australia Funding (Delaware),
                         4.27%, 7/25/94                               4,975
 10,000,000           Preferred Receivables Funding, 4.27 - 4.50%,
                         7/19 - 9/1/94                                9,922
$ 5,000,000           Statoil (Den Norske Stats Oljeselskap),
                         4.28%, 7/20/94                            $  4,982
  5,000,000           Unilever Capital, 4(2), 4.53%,  7/5/94          4,966
  5,000,000           Western Australian Treasury, 4.43%, 8/18/94     4,945
                                                                    103,290

MEDIUM-TERM NOTES _ 6.3%
  5,000,000           Bear Stearns, VR, 4.56%,  12/13/94              5,000
  1,000,000           Citicorp, VR, 5.963%, 2/13/95                   1,011
  5,000,000           Corporate Asset Fund, VR (144a),
                         4.316%, 12/12/94                             4,999
  5,000,000           First National Bank, VR,  4.39%, 1/9/95         4,997
  5,000,000           Goldman Sachs Group, VR,  4.517%, 12/2/94       5,000
  5,000,000           Merrill Lynch, VR, 4.388%,  9/2/94              5,000
  5,000,000           Morgan Stanley Group, VR,  4.713%, 7/13/95      5,004
  5,000,000           Wells Fargo, VR, 5.013%,  8/31/94               5,012
                                                                     36,023

Total Short-Term Investments  (Cost _ $139,313)                    139,313

Total Investments in Securities _ 100.2%
                  (Cost _ $547,259)                               $575,821
Other Assets less Liabilities _ (0.2)%                            $(1,364)

Net Assets Consisting of:

Accumulated net investment income -
   net of distributions                                $   7,889
Accumulated realized gains/losses -
   net of distributions                                   22,272
Net unrealized appreciation of  investments               28,567
Paid-in-capital applicable to 45,610,830
  shares of no par value shares of
  beneficial interest outstanding;
  unlimited number of shares                             515,729

Net Assets - 100.0%                                               $ 574,457

Net Asset Value Per Share                                         $   12.59

    <F1>  Non-income producing
    4(2)  Commercial Paper sold within terms of a private placement
          memorandum, exempt 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."
    144a  Security was purchased pursuant to Rule 144a under the
          Securities Act of 1933 and may not be resold subject to that
          rule except to qualified institutional buyers - total of such
          securities at period-end amounts to 1.4% of net assets.
   PERCS  Participating Equity Redemption Certificates
      VR  Variable rate
   (CHF)  Swiss franc denominated


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

Statement of Operations
T. Rowe Price Capital Appreciation Fund /
Six Months Ended June 30, 1994 (Unaudited)

                                               Amounts in Thousands
  INVESTMENT INCOME
  Income
    Dividends                                   $4,914
    Interest                                     5,492

    Total income                                              $10,406

  Expenses
    Investment management fees                   1,885
    Shareholder servicing fees & expenses          983
    Custodian and accounting fees & expenses        84
    Prospectus & shareholder reports                63
    Registration fees & expenses                    36
    Legal & auditing fees                           16
    Trustees' fees & expenses                        9
    Proxy & annual meeting                           8
    Miscellaneous                                    8

    Total expenses                                            3,092

  Net investment income                                       7,314

  REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

  Net realized gain                              13,640
  Change in net unrealized appreciation
    or depreciation                           (24,564)

  Net loss on investments                                  (10,924)

  DECREASE IN NET ASSETS FROM OPERATIONS                      $(3,610)


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


Statement of Changes in Net Assets
T. Rowe Price Capital Appreciation Fund (Unaudited)

                                          Six Months Ended  Year Ended
                                            June 30,1994   Dec. 31, 1993
                                                Amounts in Thousands

INCREASE (DECREASE) IN NET ASSETS
Operations
   Net investment income                           $7,314        $10,807
   Net realized gain on investments                13,640         22,125
   Change in net unrealized appreciation or
      depreciation of investments                (24,564)         34,379

   Increase (decrease) in net assets
      from operations                             (3,610)         67,311

Distributions to shareholders
   Net investment income                               _        (7,294)
   Net realized gain on investments                    _       (13,366)

   Decrease in net assets from distributions
      to shareholders                                  _       (20,660)
Capital share transactions
   Sold 8,316 and 18,222 shares                   105,994        219,700
   Distributions reinvested of 0 and 1,592 shares      _         20,008
   Redeemed 5,053 and 8,997 shares               (64,171)      (109,387)

   Increase in net assets from capital
      share transactions                           41,823        130,321

Total increase                                     38,213        176,972

NET ASSETS
   Beginning of period                            536,244        359,272
   End of period                                 $574,457       $536,244

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

Notes to Financial Statements
T. Rowe Price Capital Appreciation Fund / June 30, 1994
(Unaudited)

Note 1 - Significant Accounting Policies

T. Rowe Price Capital Appreciation 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 (including Nasdaq) 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.  Other equity securities and those listed
securities that are not traded on a particular day 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.  In the absence of a last sale price,
purchased and written options are valued at the latest bid and
asked prices, respectively.
     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,
all assets and liabilities initially expressed in foreign
currencies are converted into U.S. dollars at 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.

B) Currency translation - Foreign currency amounts are translated
into U.S. dollars at prevailing exchange rates as follows: assets
and liabilities at the rate of exchange at the end of the
respective period, purchases and sales of securities and income
and expenses at the rate of exchange prevailing 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.

C) 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 which may differ from generally accepted
accounting principles.

Note 2 - Financial Instruments

As a part of its investment program, the Fund engages in the following
activities, the nature and risk of which are set forth more fully in the
Fund's Prospectus and Statement of Additional Information.

A) Written Options - Call and put options give the holder the
right to purchase or sell, respectively, a security or currency at
a specified price until a certain date.  Transactions in call
options written and related premiums received during the six
months ended  June 30, 1994, were as follows:

                         Face Amount
                         Subject to
                           Options    Premiums
  Options Outstanding at
    Beginning of Period    107,750     $268,000
  Options Exercised,
   Expired or Closed          _        _
  Options Outstanding
    at End of Period       107,750     $268,000

B) Other - Purchases and sales of portfolio securities, other than
short-term and U.S. Government  securities, aggregated $147,618,000 and
$106,738,000, respectively, for the six months ended June 30, 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 June 30, 1994, the aggregate cost of investments for federal
income tax and financial reporting purposes was $547,259,000 and
net unrealized appreciation aggregated $28,562,000, of which
$41,318,000 related to appreciated investments and $12,756,000 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, computed daily and paid monthly, consisting of an Individual Fund Fee
equal to 0.30% 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.  The effective annual Group Fee rate at
June 30, 1994 and for the six months then ended was 0.34%.  The Fund pays a
pro rata portion of the Group Fee based on the ratio of the Fund's net
assets to those of the Group.
     Additionally, the management fee is subject to a performance
adjustment dependent upon the investment performance of the Fund
as compared to the Standard & Poor's 500 Stock Index over a
running 36-month period, as set forth in the investment management
agreement.  The performance adjustment for the six months ended
June 30, 1994, increased management fees by $97,000.
     T. Rowe Price Services, Inc. (TRPS) and Retirement Plan Services,
Inc. (RPS) are wholly owned subsidiaries of the Manager.  TRPS
provides transfer and dividend disbursing agent functions and
shareholder services for all accounts.  RPS provides subaccounting
and recordkeeping services for certain retirement accounts
invested in the Fund.  The Manager, under a separate agreement,
calculates the daily share price and maintains the financial
records of the Fund.  For the six months ended June 30, 1994, the
Fund incurred fees totalling approximately $904,000 for these services
provided
 by related parties.  At June 30, 1994, these investment
management and service fees payable were $530,000.

<TABLE>
<CAPTION>

Financial Highlights
T. Rowe Price Capital Appreciation Fund (Unaudited)

                                                         For a share outstanding throughout each period
                                                     Six Months
                                                        Ended                  Year Ended December 31,
                                                    June 30, 1994   1993      1992      1991      1990      1989

<S>                                                   <C>         <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                   $12.66      $11.39    $11.02     $9.98    $10.82    $10.42

Investment Activities
   Net investment income                                 0.16        0.26      0.51      0.44      0.37<F3>  0.46<F2>
   Net realized and
   unrealized gain (loss)                               (0.23)       1.52      0.52      1.67     (0.51)     1.75

Total from Investment Activities                        (0.07)       1.78      1.03      2.11     (0.14)     2.21

Distributions
   Net investment income                                _          (0.18)    (0.50)    (0.43)    (0.39)    (0.45)
   Net realized gain                                    _          (0.33)    (0.16)    (0.64)    (0.31)    (1.36)

Total Distributions                                     _          (0.51)    (0.66)    (1.07)    (0.70)    (1.81)

NET ASSET VALUE, END OF PERIOD                         $12.59      $12.66    $11.39    $11.02     $9.98    $10.82

RATIOS / SUPPLEMENTAL DATA

Total Return                                            (0.6)%      15.7%      9.4%     21.6%     (1.3)%    21.4%

Ratio of Expenses to
   Average Net Assets                                    1.11%<F1>   1.09%     1.08%     1.20%     1.25%<F3> 1.50%<F2>

Ratio of Net Investment
   Income to Average  Net Assets                         2.63%<F1>   2.37%     4.28%     3.90%     3.44%     3.85%

Portfolio Turnover Rate                                  50.2%<F1>   39.4%     30.3%     50.7%     49.9%     98.9%

Net Assets, End of Period
   (in thousands)                                     $574,457    $536,244  $359,272  $215,693  $141,923  $133,175


<FN>
   <F1> Annualized.
   <F2> Excludes expenses in excess of a 1.50% voluntary expense
        limitation in effect through December 31, 1989.
   <F3> Excludes expenses in excess of a 1.25% voluntary expense
        limitation in effect through December 31, 1993.
</FN>
</TABLE>


Shareholder Services

To help shareholders monitor their current  investments and make
decisions that accurately reflect their financial goals, T. Rowe
Price offers a wide variety of information and services _ at no
extra cost.

Knowledgeable Service Representatives
By Phone _ Shareholder Service Representatives are available from
8:00 a.m. to 10:00 p.m., Monday - Friday, and weekends from 9:00
a.m.  to 5:00 p.m E.T. Call 1-800-225-5132 to speak  directly with
a representative who will be able  to assist you with your
accounts.

In Person _ Visit one of our investor center locations to meet
with a representative who can help you with your accounts. While
there, you can drop off applications or obtain prospec  - tuses
and other literature.

Automated 24-Hour Services
     Tele*Access(R) (1-800-638-2587) provides  information such as
account balance, date and amount of your last transaction, latest
dividend payment, and fund prices and yields. Additionally, you
have the ability to request prospectuses, statements, account and
tax forms, reorder checks, and initiate purchase, redemption, and
exchange orders for identically registered accounts.
     PC*Access(R) provides the same information  as Tele*Access, but
on a personal computer via dial-up modem.

Account Services
     Checking _ Write checks for $500 or more  on any money market
and most bond fund  accounts.
     Automatic Investing _ Build your account over time by investing
directly from your bank account or paycheck with Automatic Asset
Builder. Additionally, Automatic Exchange  enables you to set up
systematic investments from one fund account into another, such as
from a money fund into a stock fund. A low,  $50 minimum makes it
easy to get started.
     Automatic Withdrawal _ If you need money from your fund account
on a regular basis, you can establish scheduled, automatic
redemptions.
     Dividend and Capital Gains Payment Options _ Reinvest all or
some of your distributions, or take them in cash. We give you
maximum flexibility and convenience.

Investment Information
     Combined Statement _ A comprehensive overview of your T. Rowe
Price accounts. The summary page gives your earnings by tax
category, provides total portfolio value, and lists your
investments by type _ stock, bond, and money market. Detail pages
itemize account transactions by fund.
     Quarterly Shareholder Reports _ Portfolio managers review the
performance of the funds in plain language and discuss T. Rowe
Price's economic outlook.
     The T. Rowe Price Report _ A quarterly newsletter with relevant
articles on market trends, personal financial planning, and
T. Rowe Price's economic perspective.
     Insights _ A library of information that  includes reports on
mutual fund tax issues, investment strategies, and financial
markets.
     Detailed Investment Guides _ Our widely acclaimed Asset Mix
Worksheet, College Planning Kit, Retirees Financial Guide,
Retirement Planning Kit (also available on disk for PC use), and
Guide to Risk-Adjusted Performance can help you determine and
reach your investment goals.

Discount Brokerage
You can trade stocks, bonds, options, precious metals, and other
securities at a substantial savings over regular commission rates.
Call a Shareholder Service Representative for more information.

T. Rowe Price No-Load Mutual Funds

Stability
Prime Reserve
Summit Cash Reserves
U.S. Treasury Money
California Tax-Free Money
New York Tax-Free Money
Summit Municipal Money Market
Tax-Exempt Money

Conservative Income
Adjustable Rate  U.S. Government
Short-Term Bond
Short-Term Global Income
Summit Limited-Term Bond
U.S. Treasury Intermediate
Florida Insured Intermediate Tax-Free
Maryland Short-Term  Tax-Free Bond
Summit Municipal Intermediate
Tax-Free Insured Intermediate Bond
Tax-Free Short-Intermediate

Income
Global Government Bond
GNMA
New Income
Spectrum Income
Summit GNMA
U.S. Treasury Long-Term
California Tax-Free Bond Georgia Tax-Free Bond
Maryland Tax-Free Bond
New Jersey Tax-Free  Bond
New York Tax-Free Bond
Summit Municipal Income
Tax-Free Income
Virginia Tax-Free Bond

Aggressive Income
High Yield
International Bond
Tax-Free High Yield
CONSERVATIVE Growth
Balanced Capital Appreciation Dividend Growth
Equity Income
Equity Index
Growth & Income
Spectrum Growth

Growth
Blue Chip Growth
European Stock
Growth Stock
International Stock
Japan Mid-Cap Growth
New Era
Small-Cap Value

Aggressive Growth
International Discovery
Latin America
New America Growth
New Asia
New Horizons OTC
Science & Technology


PERSONAL STRATEGY FUNDS
Personal Strategy Income
Personal Strategy Balanced
Personal Strategy Growth

Call if you want to know about any T. Rowe Price fund. We'll send
you a prospectus with more complete information, including
management fees and other expenses. Read it carefully before you
invest or send money.

APPENDIX

Chart Number 1:
A pie chart showing the percent of the Fund's assets investment
among common stocks 52.21%, preferred stocks 2.75%, convertibles
16.87%, bonds 2.86%, and reserves 25.31%.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission