PRICE T ROWE CAPITAL APPRECIATION FUND
N-30D, 1996-02-02
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                                 ANNUAL REPORT

                             ----------------------

                           Capital Appreciation Fund

                             ----------------------

                      FOR YIELD, PRICE, LAST TRANSACTION,
                         AND CURRENT BALANCE, 24 HOURS,
                              7 DAYS A WEEK, CALL:
                            1-800-638-2587 toll free
                            625-7676 Baltimore area

                             ----------------------


                       FOR ASSISTANCE WITH YOUR EXISTING
                              FUND ACCOUNT, CALL:
                           Shareholder Service Center
                            1-800-225-5132 toll free
                            625-6500 Baltimore area

                             ----------------------


                                 T. ROWE PRICE
                             100 East Pratt Street
                           Baltimore, Maryland 21202

                             ----------------------

    This report is authorized for distribution only to shareholders and to
     others who have received a copy of the prospectus of the T. Rowe Price
                           Capital Appreciation Fund.
<PAGE>

- --------------------------------------------------------------------------------
Fellow Shareholders
- --------------------------------------------------------------------------------
     Nothing but aces.  Strong  corporate  earnings,  low inflation,  a possible
balanced  budget,  and two  Federal  Reserve  rate  reductions  were  all  major
positives  for U.S.  financial  markets in 1995.  The stock market soared to new
highs and the bond market more than recovered its 1994 losses.

     The Capital  Appreciation  Fund had a pleasant 22.6% return.  This exceeded
our long-term  expectations,  but was below the unmanaged  broad market averages
and many  competitive  funds.  Our  risk-averse  style  was not in sync with the
go-for-broke  stock  market  of 1995,  although  fund  results  were  reasonable
nonetheless.  The sophisticated  strategies of many professional investors today
are analogous to the  intricacies  of contract  bridge,  and for them 1995 was a
grand slam.  In  contrast,  we are always  trying as hard to  minimize  possible
losses as to maximize gains;  comparing  levels of complexity,  you might say we
are playing the game of Old Maid.

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

                                    Periods Ended 12/31/95
                                    6 Months     12 Months
                                  -------------------------
Capital Appreciation Fund             8.5%         22.6%

S&P 500                              14.5          37.6

Lipper Capital Appreciation
  Fund Average                       11.9          30.3

================================================================================

YEAR-END DISTRIBUTIONS

     The fund's Board of Trustees  declared a year-end  income dividend of $0.44
per share, a long-term capital gain of $0.40 per share, and a short-term capital
gain of $0.32 per share.  All were paid December 28 to shareholders of record on
December 26. Your check or statement  reflecting these  distributions was mailed
in early  January and Form  1099-DIV  reporting  them for tax  purposes was sent
toward month-end.
<PAGE>

MARKET ENVIRONMENT

     The stock market reached one high after another in 1995. Almost all sectors
were strong -- blue chips, value stocks, growth stocks,  technology stocks, most
industries, and so on. Retailing, one of the largest segments of the economy but
only a  moderate  portion  of the  equities  market,  was  one of the  few  poor
performers. As companies have reduced costs by downsizing,  the wages that drive
retail sales have  stagnated  -- an unusual  development  given  strong  overall
profit  growth.  This,  in turn,  explains  the low  level of  inflation.  Wages
represent nearly  two-thirds of costs throughout the economy,  and when they are
stagnant there is little upward pressure on prices.

     The Federal Reserve,  which had raised short-term  interest rates six times
in 1994, took advantage of the benign price environment to lower them twice this
past year.  Investors responded  enthusiastically to this shift. A year ago they
thought rates would head higher;  today many expect them to fall further.  Since
most security prices tend to rise when interest rates fall,  rates trumped other
factors, helping assure favorable markets.

     The second half of 1995 also witnessed  growing  momentum toward a balanced
budget.  Recognizing the futility of commenting on a subject that changes daily,
it seems  likely  that some  progress  will be made.  Just  over 17% of  federal
revenue is now absorbed by interest expense,  up significantly from 15 years ago
despite today's much lower interest rates.  This cannot continue.  Our choice is
to rationally  debate  spending  priorities  and make  unpleasant  but necessary
cutbacks,  raise taxes, or drift into a national financial disaster. The current
poker  game  of  bluff  and  counter-bluff  between  President  Clinton  and the
Republican Congress might be entertaining were it not so serious.

PORTFOLIO HIGHLIGHTS

     We shot the moon with two major holdings this past year.  LOEWS rose 80% in
price and added $0.22 to our net asset value per share.  STUDENT LOAN  MARKETING
(SALLIE MAE) doubled and contributed  $0.21.  Each of these positions offset the
negative  impact of all our  losers.  The tables on pages 4 and 5 of this report
give details of performance  contributions by individual holding and sector. Not
surprisingly, our retail sector holdings, including PETRIE STORES, HILLS STORES,
and TOYS "R" US, were the biggest  disappointments,  although actual losses were
moderate.

     In recent  months,  the strong price gains of major  holdings  caused us to
trim some of our  winners.  The cash raised was largely  used to  establish  new
positions (one was CIBA-GEIGY) or to add to laggards that remain attractive.  On
balance, the portfolio became a shade more conservative since our last report on
June 30, with  reserves at 24% of net assets  compared  with 22% six months ago,
and common  stocks at 51% compared  with 52%.  Remember,  the broad totals don't
show the "gin  rummy"  approach  we  favor,  constantly  adding  and  discarding
holdings to upgrade the portfolio.
<PAGE>
[Security Diverstification - a pie chart showing assets as of 12/31/95: common 
stocks 51%, preferred stocks 4%, convertibles 19%, bonds 2%, reserves 24%.]

FUND OPERATING GUIDELINES

     We include  these partly for the benefit of our many new  shareholders  and
also  because  we  believe  these  guidelines  differentiate  the fund  from its
competitors.

     * We work as hard to reduce risk as to maximize gain.

     * Attractively  priced value stocks (as opposed to growth  stocks) are our
investment of choice.

     * We  will  make  short-term,  opportunistic  investments  as  well as more
typical long-term ones.

     * No type of investment is off-limits (bonds, stocks,  convertibles,  etc.)
if the risk/reward characteristics are attractive.

     * Our  decisions  reflect  case-by-case  investment  judgment;  we  have no
all-encompassing formula.

     * Our asset allocations result from individual security decisions, not vice
versa.

     * In general, we favor large-cap stocks over small-cap,  because we usually
take big  positions  to make the most of our  intensive  analysis of  individual
securities.

OUTLOOK

     As always, the economy,  corporate profits,  interest rates, inflation, and
market  valuation  combine as keys to our outlook for the upcoming  year.  These
seem  neutral to modestly  positive  except for  valuations,  which we view as a
negative.  But this  year  there is a wild  card.  By  March,  the  presidential
campaign will be well under way, and with incumbent  presidents  advantaged by a
strong economy, we think it likely that governmental policies -- both fiscal and
monetary -- will be geared toward accentuating growth.

     With this as likely background,  we intend as always to focus our attention
on individual securities, buying when others are discouraged,  selling when they
are enthusiastic. Beyond that, we will play the cards we're dealt.

                     Respectfully submitted,

                     [signature]

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

January 18, 1996
<PAGE>

- --------------------------------------------------------------------------------
A Word on Market Corrections
================================================================================
     After  the  stock  market's  spectacular  run in  1995,  concerns  about  a
"correction" have intensified. Most market observers consider a correction to be
a short and  sometimes  steep  decline  following  a period  of  rising  prices.
Moderate corrections of around 10% have been quite common,  occurring on average
about once every two years over the last  half-century,  according  to Ned Davis
Research.

     The  market  as  measured  by the  Dow  Jones  Industrial  Average  has not
experienced a moderate  correction since early 1994.  Furthermore,  the Dow last
hit a bear  market  bottom --  defined  as a drop of at least 20% -- in  October
1990. Therefore, it would not be surprising to see a modest pullback in 1996, on
the order of 5% to 10%.  In fact,  as we write,  the  market has gotten off to a
rocky start.

     Corrections  are not  only  common,  but can be  beneficial  for  long-term
investors,  especially  those who invest in regular  amounts through dollar cost
averaging. In a correction,  overall stock prices decline, often leading to more
attractive  valuations  and good  buying  opportunities.  History has shown that
investors who continue to buy through a downturn  fare quite well. In fact,  the
Dow has proven  resilient in the  aftermath of past  corrections  of around 10%,
taking an average of just six months to recover  its  losses,  according  to Ned
Davis. (To realize the benefits of dollar cost averaging, you should be prepared
to  continuously  purchase  securities  over a period  of  time,  in up and down
markets.  This  approach  does not assure a gain nor  protect you from a loss in
declining markets.)

     We raise the issue of a market  correction  not as a  prediction,  but as a
reminder  that  stock  prices  do not  move in only  one  direction.  If you are
satisfied that your investments are appropriate for your various objectives,  we
recommend that you stay the course when a correction eventually occurs.
<PAGE>

- --------------------------------------------------------------------------------
Twenty-Five Largest Holdings
================================================================================

December 31, 1995
                                                Percent of
Company                                         Net Assets
- ----------------------------------------      ------------
Automatic Data Processing                          5.0%
Centerior Energy/Cleveland Electric                3.6
Genentech                                          3.3
Manville                                           3.2
Loews                                              2.9
Kemper                                             2.7
New York Times                                     2.6
Entergy                                            2.1
Newmont Mining                                     1.9
Rouse                                              1.9
Washington Post                                    1.8
Texaco                                             1.8
Sallie Mae                                         1.8
Philip Morris                                      1.6
Atlantic Richfield                                 1.4
Polaroid                                           1.4
Price Company                                      1.3
PHH                                                1.3
Weyerhaeuser                                       1.3
Murphy Oil                                         1.2
American Express                                   1.2
Chubb                                              1.1
Chris-Craft Industries                             1.1
Homestake Mining                                   1.0
U.S. West                                          1.0

Total                                              49.5%
<PAGE>

- --------------------------------------------------------------------------------
            Contributions to the Change in Net Asset Value Per Share
- --------------------------------------------------------------------------------
T. Rowe Price Capital Appreciation Fund
Six Months Ended December 31, 1995
- --------------------------------------------------------------------------------
TEN BEST CONTRIBUTORS

Loews                                                  11   cents
Sallie Mae                                             10
New York Times                                          8
Automatic Data Processing                               8
Entergy                                                 8
Philip Morris                                           5
Meredith                                                5
Genentech                                               5
Texaco                                                  4
Fannie Mae                                              3
                                                     ------
Total                                                  67   cents

- --------------------------------------------------------------------------------
TEN WORST CONTRIBUTORS

Petrie Stores                                          -5   cents
Hills Stores                                           -4
Weyerhaeuser                                           -2
Manville                                               -1
Union Texas Petroleum                                  -1
International Paper                                     0
IBM                                                     0
Overseas Shipholding Group                              0
Pennzoil                                                0
Oryx Energy                                             0
                                                     ------
Total                                                 -13   cents

<PAGE>

- --------------------------------------------------------------------------------
Twelve Months Ended December 31, 1995
================================================================================

TEN BEST CONTRIBUTORS

Loews                                                   22  cents
Sallie Mae                                              21
Philip Morris                                           13
Automatic Data Processing                               12
Entergy                                                 11
New York Times                                          11
Manville                                                 8
Delta*                                                   8
Polaroid                                                 7
Fannie Mae                                               6
                                                      ------
Total                                                   119  cents

- --------------------------------------------------------------------------------
TEN WORST CONTRIBUTORS

Toys "R" Us*                                            -3    cents
Petrie Stores                                           -3
Hills Stores                                            -2
Overseas Shipholding Group                              -1
Reebok*                                                 -1
Tandy*                                                   0
Chemical Waste*                                          0
Intuit*                                                  0
Murphy Oil                                               0
Union Texas Petroleum                                    0
                                                      -------
Total                                                  -10    cents

* Position eliminated
<PAGE>

- --------------------------------------------------------------------------------
Performance Contributions
================================================================================
Twelve Months Ended December 31, 1995
                                   
                                               Cents-Per-Share       Percent of
Sector                                           Contribution        Net Assets
- ----------------------                         ---------------      -----------
Basic Materials                                     4  cents          4.0%
Business Services and Transportation               26                 8.0
Capital Equipment                                   1                 0.0
Consumer Cyclicals                                 22                 7.0
Consumer Nondurables                               33                 8.0
Consumer Services                                  24                11.0
Energy                                             15                 9.0
Financial                                          68                12.0
Process Industries                                 12                 3.0
Technology                                          6                 1.0
Utilities                                          19                 9.0
U.S. Government/Options                             3                 3.0
Total                                             233                75.0
Miscellaneous                                       0                 1.0
Reserves and Income                                40                24.0
                                             ---------------      -----------
Total Portfolio                                   273  cents        100.0%

- --------------------------------------------------------------------------------
                      Average Annual Compound Total Return
                        Periods Ended December 31, 1995
================================================================================
                                            Since
                                          Inception
            1 Year         5 Years         6/30/86
           -------         -------         --------
            22.57%          14.37%          13.25%

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

[Performance Comparison line graph for Capital Appreciation Fund annual report 
(December 31,1995)]
<PAGE>

- --------------------------------------------------------------------------------
                               Investment Record
================================================================================

T. Rowe Price Capital Appreciation Fund
- --------------------------------------------------------------------------------
The table  below shows the  investment  record of one share of the T. Rowe Price
Capital  Appreciation  Fund,  purchased at the initial price of $10.00,  for the
period 6/30/86 through  12/31/95.  Over this time,  stock prices in general have
risen.  The results shown should not be considered  as a  representation  of the
income or capital gain or loss which may be realized from an investment  made in
the fund today.
<TABLE>
<S>          <C>         <C>           <C>            <C>            <C>          <C>          <C>       <C>

                                 Per Share Data
- -------------------------------------------------------------------------------
                                   With Capital Gains and Income Dividends                       Annual
                             Taken in Cash Reinvested in Additional Shares                    Total Return
 Year       Net        Capital                      Capital                                   on Investment
Ended      Asset         Gain          Income         Gain          Income      Value of        % Change
12/31      Value    Distributions(1)  Dividends    Distributions   Dividends    Investment    Fund      S&P 500
- -------   --------  --------------  ------------  ---------------  ----------   ----------   ------    ----------  
 1986(2)   $10.85           --            --            --             --       $10.85         8.5%      -1.8%
 1987        9.15       $1.85         $0.48          $1.95         $0.50         11.47         5.7        5.3
 1988       10.42        0.37          0.28           0.47          0.35         13.91        21.2       16.5
 1989       10.82        1.36          0.45           1.81          0.60         16.88        21.4       31.6
 1990        9.98        0.31          0.39           0.48          0.61         16.67        -1.2       -3.1
 1991       11.02        0.64          0.43           1.07          0.72         20.27        21.6       30.3
 1992       11.39        0.16          0.50           0.29          0.92         22.17         9.4        7.6
 1993       12.66        0.33          0.18           0.64          0.35         25.64        15.7       10.1
 1994       12.10        0.69          0.35           1.40          0.71         26.62         3.8        1.3
 1995       13.67        0.72          0.44           1.58          0.97         32.62        22.6       37.6

Total                   $6.43         $3.50          $9.69         $5.73

<FN>

(1) Includes short-term capital gains of $1.74 in 1987; $0.28 in 1988; $1.10 in
1989; $0.08 in 1990; $0.21 in 1991; $0.09 in 1992; $0.14 in 1993; $0.25 in 1994;
and $0.32 in 1995.

(2)  From inception 6/30/86 to 12/31/86.
</FN>
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                            Statement of Net Assets
          T. Rowe Price Capital Appreciation Fund / December 31, 1995
================================================================================

(AMOUNTS IN THOUSANDS, EXCEPT CAPITAL STOCK INFORMATION)

                                                        Value 
                                                        -----
Common Stocks -- 50.2%

FINANCIAL -- 9.6%
INSURANCE -- 4.7%
      106,000shs  Home Beneficial (Class B) ...        $2,557
      130,000     Kemper ......................         6,451
      325,000     Loews .......................        25,472
      128,000     Unitrin .....................         6,096
                                                       40,576
FINANCIAL SERVICES -- 4.7%
      245,000    American Express .............        10,137
       65,000    Fannie Mae ...................         8,068
       62,000    Fund American Enterprises ....         4,619
      230,000    Sallie Mae ...................        15,151
       85,000    Zurich Reinsurance ...........         2,582
                                                       40,557
BANK AND TRUST -- 0.2%
          100    Bank for International
                   Settlements (CHF) ..........           841
       30,000    Greenpoint Financial .........           799
                                                        1,640

TOTAL FINANCIAL                                        82,773

UTILITIES -- 5.0%

ELECTRIC UTILITIES -- 5.0%
    1,250,000    Centerior Energy .............         11,094
      625,000    Entergy ......................         18,281
      225,000    Niagara Mohawk ...............          2,166
      475,000   *Public Service of
                   New Mexico .................          8,372
      180,000    SCEcorp ......................          3,195

TOTAL UTILITIES                                         43,108

CONSUMER NONDURABLES -- 6.6%

HOSPITAL SUPPLIES/HOSPITAL MANAGEMENT -- 0.0%
        8,100    *#Lynx Therapeutics ..........              2


<PAGE>
                                                         Value 
                                                         -----
PHARMACEUTICALS -- 5.0%
        7,500    Ciba-Geigy (CHF) .............         $6,593
      540,000   *Genentech ....................         28,620
       75,000    Pharmacia & Upjohn ...........          2,906
      100,000    Schering-Plough ..............          5,475
                                                        43,594

MISCELLANEOUS CONSUMER PRODUCTS -- 1.6%
      150,000shs Philip Morris ................        $13,575

TOTAL CONSUMER NONDURABLES                              57,171

CONSUMER SERVICES -- 7.7%

GENERAL MERCHANDISERS -- 0.2%
      190,000   *Hills Stores .................          1,876

SPECIALTY MERCHANDISERS -- 0.8%
  2,537,790      Petrie Stores ................          6,979

MEDIA AND COMMUNICATIONS -- 6.7%
      223,519   *Chris-Craft Industries  ......          9,667
      160,000    Meredith .....................          6,700
      765,000    New York Times (Class A) .....         22,663
       80,000    Times Mirror (Class A) .......          2,710
       56,000    Washington Post (Class B) ....         15,792
                                                        57,532

TOTAL CONSUMER SERVICES                                 66,387

CONSUMER CYCLICALS -- 2.1%

BUILDING AND REAL ESTATE -- 0.1%
       70,000    DeBartolo Realty, REIT  ......            910

MISCELLANEOUS CONSUMER DURABLES -- 2.0%
      150,000    Corning ......................          4,800
      255,000    Polaroid .....................         12,081
                                                        16,881

TOTAL CONSUMER CYCLICALS                                17,791

TECHNOLOGY -- 1.5%

INFORMATION PROCESSING -- 0.6%
        58,100   IBM Sicovam (FRF) ............          5,196
<PAGE>
                                                         Value 
                                                         -----
AEROSPACE AND DEFENSE -- 0.9%
        35,000  *Litton Industries                      $1,558
       245,000   Teledyne .....................          6,278
                                                         7,836

TOTAL TECHNOLOGY                                        13,032

BUSINESS SERVICES AND TRANSPORTATION -- 2.3%

TRANSPORTATION SERVICES -- 2.2%
      180,000shs Overseas Shipholding
                   Group ......................          3,420
      240,000    PHH ..........................         11,220
      170,000    Ryder System .................          4,208
                                                        18,848

MISCELLANEOUS BUSINESS SERVICES -- 0.1%
       70,000    John H. Harland ..............          1,461

TOTAL BUSINESS SERVICES AND TRANSPORTATION              20,309

ENERGY -- 7.9%

EXPLORATION AND PRODUCTION -- 0.0%
       11,000    Cross Timbers Oil ............            194

INTEGRATED PETROLEUM - DOMESTIC -- 4.9%

      110,000    Atlantic Richfield ...........         12,182
       24,000    Kerr-McGee ...................          1,524
      260,000    Murphy Oil ...................         10,790
      335,000   *Oryx Energy ..................          4,481
       80,000    Pennzoil .....................          3,380
       75,000    Sun Company ..................          2,053
      360,000    Union Texas Petroleum ........          6,975
       40,000    Unocal .......................          1,165
                                                        42,550
INTEGRATED PETROLEUM -

INTERNATIONAL -- 2.6%

      550,000    Petro-Canada .................          6,344
      200,000    Texaco .......................         15,700
                                                        22,044
ENERGY SERVICES -- 0.4%

      130,000    Helmerich & Payne ............          3,867

TOTAL ENERGY                                            68,655

<PAGE>

                                                         Value 
                                                         -----
PROCESS INDUSTRIES -- 4.0%

PAPER AND PAPER PRODUCTS -- 0.3%
       80,000    International Paper ..........         $3,030

FOREST PRODUCTS -- 1.3%
      250,000    Weyerhaeuser .................         10,812

BUILDING AND CONSTRUCTION -- 1.4%

      950,000   *Manville .....................         12,469

SPECIALTY CHEMICALS -- 1.0%
      100,000    Great Lakes Chemical .........          7,200
       50,000    Petrolite ....................          1,394
                                                         8,594

TOTAL PROCESS INDUSTRIES                                34,905

BASIC MATERIALS -- 2.6%

MINING -- 2.6%
      300,228shs Homestake Mining .............          4,691
      367,381    Newmont Mining ...............         16,624
       80,000    Santa Fe Pacific Gold  .......            970

TOTAL BASIC MATERIALS                                   22,285

CONGLOMERATES -- 0.4%
    1,207,741    LONRHO (GBP) .................          3,301

TOTAL CONGLOMERATES                                      3,301

MISCELLANEOUS COMMON STOCKS -- 0.5%                      4,345

TOTAL COMMON STOCKS (COST $339,323)                    434,062

Preferred Stocks -- 4.3%
       60,000    Cleveland Electric, $1.88,
                   Adj., Series L .............          4,230
       10,700    Cleveland Electric, $90,
                 Series S .....................          9,523
        6,525    Cleveland Electric, 8.80%,
                 Series R .....................          5,742
       42,981    Gulf States Utilities, Adj.,
                 Series B .....................          2,063
      548,000    Manville, $2.70, Cum.,
                 Series B .....................         13,768
       10,540    Teledyne, $15, Cum............            152
                                                        35,478

MISCELLANEOUS PREFERRED STOCKS                           1,889

TOTAL PREFERRED STOCKS (COST $32,508)                   37,367

<PAGE>
                                                         Value 
                                                         -----
Convertible Preferred Stocks -- 2.5%
      326,000    Kemper (144a), Series E ......        $17,013
       85,000    Rouse, 6.50%, Series A .......          4,388

TOTAL CONVERTIBLE PREFERRED STOCKS
(COST $20,509)                                          21,401

Convertible Bonds -- 16.4%
  $15,000,000    ALZA, LYONS, Zero Coupon,
                   7/14/14 ....................          6,008
   87,000,000     Automatic Data Processing,
                   LYONS, Zero Coupon,
                   2/20/12 ....................         42,964
    8,750,000    Chubb, 6.00%, 5/15/98 ........          9,819
    5,200,000    Comcast, 3.375%, 9/9/05                 4,895

   $2,378,000    Cooper Industries,
                   7.05%, 1/1/15 ..............         $2,449
    3,200,000    Cross Timbers Oil,
                   5.25%, 11/1/03 .............          2,982
    4,700,000    Food Lion (144a),
                   5.00%, 6/1/03 ..............          4,484
    4,000,000    Homestake Mining (144a),
                   Sub. Deb., 5.50%, 6/23/00             4,120
    1,000,000    LONRHO Finance, 6.00%
                   2/27/04 (GBP) ..............          1,522
    2,500,000    Outboard Marine,
                   7.00%, 7/1/02 ..............          2,600
    3,000,000    Pennzoil, Exch.,
                   4.75%, 10/1/03 .............          3,023
    6,800,000    Potomac Electric Power,
                   Deb., 5.00%, 9/1/02 ........          6,324
    6,825,000    Price Company, Sub. Deb.,
                   5.50%, 2/28/12 .............          6,484
    5,000,000    Price Company, Sub. Deb.,
                   6.75%, 3/1/01 ..............          5,119
   11,800,000    Rouse, Sub. Deb.,
                   5.75%, 7/23/02 .............         11,800
   15,000,000    Turner Broadcasting System,
                   LYONS, Zero Coupon,
                   2/13/07 ....................          6,854
   25,000,000    U. S. WEST, LYONS, Zero
                    Coupon, 6/25/11 ...........          8,750
    9,000,000    WMX Technologies, Sub.
                   Deb., 2.00%, 1/24/05 .......          7,785
                                                       137,982

MISCELLANEOUS CONVERTIBLE BONDS                          3,494

TOTAL CONVERTIBLE BONDS (COST $129,844)                141,476


<PAGE>
                                                         Value 
                                                         -----
Corporate Bonds -- 0.2%
   1,813,580     Manville, Sub. Deb., 9.00%,
                   12/31/03 ...................         $1,814

TOTAL CORPORATE BONDS (COST $1,517)                      1,814
U.S. Government Obligations Agencies -- 3.0%
                 U.S. Treasury Notes
   2,500,000       4.25%, 5/15/96 .............          2,491
   6,000,000       4.625%, 2/15 - 2/29/96 .....          5,996
   9,000,000       5.75%, 10/31/97 ............          9,087
   8,000,000       7.375%, 11/15/97 ...........          8,302

TOTAL U.S. GOVERNMENT OBLIGATIONS/AGENCIES
    (COST $25,138)                                      25,876

Index Notes -- 0.2%
     $75,000    *Republic of Austria,
                   8/15/96 ....................          1,322

TOTAL INDEX NOTES (COST $779)                            1,322

Options Purchased -- 0.1%
         170cts *Automatic Data Processing
                   "B" Put, 5/18/96 @ $85.00 ..            180
         140    *Guidant "B" Put, 1/20/96 @
                   $30.00 .....................              0
         100    *IBM "B" Put, 1/20/96
                   @ $110.00 .................             200
         100    *IBM "B" Put, 1/20/96
                   @ $120.00 .................             289
         100    *IBM "B" Put, 4/20/96 
                   @ $105.00 .................             141
         100    *IBM "B" Put, 4/20/96
                   @ $110.00 .................             196
         120    *Kerr McGee "B" Put,
                   4/20/96 @ $65.00 ..........              39
         100    *Times Mirror "B" Put,
                   6/22/96 @ $35.00 ..........              25
         100    *Upjohn "B" Put, 4/20/96 @
                   $55.00 ....................              24

TOTAL OPTIONS PURCHASED (COST $916)                      1,094

Short-Term Investments -- 22.1%

CERTIFICATES OF DEPOSIT -- 1.1%
 $10,000,000     Den Danske Bank London,
                   5.74%, 2/20/96 ............          10,000
<PAGE>
                                                         Value 
                                                         -----
COMMERCIAL PAPER -- 19.8%
  10,000,000     Ameritech, 5.58%, 2/9/96 ......        $9,930
  10,000,000     ANZ (Delaware),
                   5.70%, 1/26/96 ..............         9,834
  10,000,000     Asset Securitization
                   Cooperative 4(2),
                   5.70%, 1/24/96 ..............         9,857
  10,000,000     AT&T Capital, 5.53%,
                   3/8/96 ......................         9,888
  10,000,000     Barnett Banks, 5.70%,
                   1/25/96 .....................         9,945
  10,000,000     Becton Dickinson 4(2),
                   5.80%, 1/18/96 ..............         9,944
  10,000,000     Caisse des Depots et
                   Consignations 4(2),
                   5.76%, 1/17/96 ..............         9,931
  10,000,000     Cheltenham & Glouster,
                   5.58%, 2/8/96 ...............         9,924
  10,000,000     Ciesco L.P. 4(2),
                   5.53%, 2/27/96 ..............         9,896
  10,000,000     Commerzbank,
                   5.77%, 1/8/96 ...............         9,947
  10,000,000     CPC International 4(2),
                   5.66%, 2/15/96 ..............         9,852
   5,000,000     International Nederland
                   Bank, 5.47%, 3/22/96 ........         4,931
   7,816,414     Investments in Commercial
                   Paper through a joint
                   account, 5.90-6.05%,
                   1/2/96 ......................         7,811
  10,000,000     Knight-Ridder, 6.00%, 1/8/96 ..         9,980
  10,000,000     National Australia Funding
                   (Delaware), 5.72%,
                   1/22/96 .....................         9,868
  10,000,000     Preferred Receivables Funding,
                   5.72%, 1/31/96 ..............         9,903
  10,000,000     Westpac Capital,
                   5.52%, 4/10/96 ..............         9,816
  10,000,000     Yale University,
                   5.70%, 1/17/96 ..............         9,853
                                                       171,110

MEDIUM-TERM NOTES -- 1.2%
  10,000,000     Morgan Stanley Group, VR,
                   6.063%, 1/31/97 .............        10,003

TOTAL SHORT-TERM INVESTMENTS (COST $191,113)           191,113
<PAGE>
                                                         Value 
                                                         -----
TOTAL INVESTMENTS IN SECURITIES -- 99.0% OF
    NET ASSETS (COST $741,647)                        $855,525

OTHER ASSETS LESS LIABILITIES ..................         8,748

NET ASSETS CONSIST OF:                       Value
                                            -------
Accumulated net investment
  income - net of distributions ........       $196

Accumulated net realized
  gain/loss - net of distributions .....      4,498

Net unrealized gain (loss) .............    113,878
Paid-in-capital applicable to
  63,239,806 shares of no par
  value capital stock outstanding;
  unlimited shares authorized               745,701
                                            -------
NET ASSETS ......................................     $864,273
                                                      ========
NET ASSET VALUE PER SHARE .......................       $13.67
                                                        ======

   *  Non-income producing
   #  Securities contain some restrictions as to public 
        resale -- total of such securities at year-end
        amounts to 0.0% of net assets.
REIT  Real Estate Investment Trust
  VR  Variable rate
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 year-end amounts to 3.0% of net assets.
 CHF  Swiss franc
 FRF  French franc
 GBP  British sterling


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


<PAGE>

================================================================================
                             Statement of Operations
     T. Rowe Price Capital Appreciation Fund / Year Ended December 31, 1995
================================================================================
                                 (IN THOUSANDS)
- --------------------------------------------------------------------------------
INVESTMENT INCOME

Income
  Interest ................................................             $18,551
  Dividend ................................................              14,485
                                                                        -------
  Total income ............................................              33,036
                                                                        -------
Expenses
  Investment management ...................................               4,940
  Shareholder servicing ...................................               2,134
  Custody and accounting ..................................                 182
  Prospectus and shareholder reports ......................                 152
  Registration ............................................                  81
  Legal and audit .........................................                  28
  Trustees ................................................                  21
  Miscellaneous ...........................................                  32
                                                                        -------
  Total expenses ..........................................               7,570
                                                                        -------
Net investment income .....................................              25,466
                                                                        -------
REALIZED AND UNREALIZED GAIN (LOSS)

Net realized gain (loss) on:
  Securities ..............................................              35,713
  Options .................................................               1,274
  Foreign currency transactions ...........................                  18
                                                                        -------
  Net realized gain (loss) ................................              37,005
                                                                        -------
Change in net unrealized gain or loss on:
  Securities ..............................................              93,597
  Options .................................................              (1,244)
  Other assets and liabilities denominated 
    in foreign currencies .................................                  (3)
                                                                        -------
  Change in net unrealized gain or loss ...................              92,350
                                                                        -------
Net realized and unrealized gain (loss) ...................             129,355
                                                                        -------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS .........            $154,821
                                                                        =======


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


<PAGE>

================================================================================
     Statement of Changes in Net Assets
T. Rowe Price Capital Appreciation Fund
================================================================================
(IN THOUSANDS)
- --------------------------------------------------------------------------------

                                                      Year Ended December 31,

                                                           1995         1994
                                                          ------       ------
INCREASE (DECREASE) IN NET ASSETS FROM

Operations
  Net investment income ..............................    $25,466     $17,318
  Net realized gain (loss) ...........................     37,005      35,332
  Change in net unrealized gain or loss ..............     92,350     (31,603)
                                                          -------     -------
  Increase (decrease) in net assets from operations ..    154,821      21,047
                                                          -------     -------
Distributions to shareholders
  Net investment income ..............................    (25,734)    (17,429)
  Net realized gain ..................................    (42,109)    (34,365)
                                                          -------     -------
  Decrease in net assets from distributions ..........    (67,843)    (51,794)
                                                          -------     -------
Capital share transactions*
  Shares sold ........................................    240,766     215,254
  Distributions reinvested ...........................     65,960      50,316
  Shares redeemed ....................................   (184,430)   (116,068)
                                                          -------     -------
  Increase (decrease) in net assets from 
    capital share transactions........................    122,296      49,502
                                                          -------     -------
Increase (decrease) in net assets ....................    209,274     118,755

NET ASSETS
Beginning of period ..................................    654,999     536,244
                                                          -------     -------
End of period ........................................   $864,273    $654,999
                                                          =======     =======

*Share information
  Shares sold ........................................     18,018      16,627
  Distributions reinvested ...........................      4,829       4,162
  Shares redeemed ....................................    (13,738)     (9,006)
                                                          -------     -------
  Increase (decrease) in shares outstanding ..........      9,109      11,783
                                                          =======     =======
<PAGE>

================================================================================
                         Notes To Financial Statements
          T. Rowe Price Capital Appreciation Fund / December 31, 1995
================================================================================

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  are valued at the last quoted  sales price at the time the  valuations
are made.  A  security  which is listed or traded on more than one  exchange  is
valued at the quotation on the exchange  determined to be the primary market for
such  security.  Listed  securities  that are not traded on a particular day and
securities that are regularly traded in the  over-the-counter  market are valued
at the mean of the latest bid and asked  prices.  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 Trustees,  best to reflect
fair value. In the absence of a last sale price, purchased options are valued at
the latest bid price.

     Debt securities are generally traded in the over-the-counter market and are
valued at a price  deemed  best to reflect  fair value as quoted by dealers  who
make  markets  in  these  securities  or  by  an  independent  pricing  service.
Short-term  debt  securities are valued at their cost which,  when combined with
accrued interest, approximates fair value.

     For purposes of determining the fund's net asset value per share,  the U.S.
dollar  value of all  assets  and  liabilities  initially  expressed  in foreign
currencies  is  determined by using the mean of the bid and offer prices of such
currencies against U.S. dollars quoted by a major bank.

     Assets  and  liabilities  for  which  the above  valuation  procedures  are
inappropriate  or are deemed not to reflect  fair value are stated at fair value
as determined in good faith by or under the  supervision  of the officers of the
fund, as authorized by the Board of Trustees.  

     B) 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.

<PAGE>

     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  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

     Consistent with its investment objective, the fund engages in the following
practices  to manage  exposure  to certain  risks and enhance  performance.  The
investment  objective,  policies,  program,  and  risk  factors  of the fund are
described  more fully in the  fund's  prospectus  and  Statement  of  Additional
Information.

     A) Options - Call and put options  give the holder the right to purchase or
sell,  respectively,  a security at a specified  price on a certain date.  Risks
arise from  possible  illiquidity  of the options  market and from  movements in
security values.

     B) Commercial Paper Joint Account - The fund, and other  affiliated  funds,
may transfer  uninvested cash into a commercial  paper joint account,  the daily
aggregate  balance of which is  invested in  high-grade  commercial  paper.  All
securities  purchased  by the joint  account  satisfy the fund's  criteria as to
quality, yield, and liquidity.

     C)  Other -  Purchases  and  sales  of  portfolio  securities,  other  than
short-term securities,  aggregated $285,922,000 and $285,782,000,  respectively,
for the year ended December 31, 1995.


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, 1995, the aggregate cost of investments  for federal income
tax and financial  reporting  purposes was  $741,647,000 and net unrealized gain
aggregated   $113,878,000,   of  which   $123,613,000   related  to  appreciated
investments and $9,735,000 to depreciated investments.

<PAGE>

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  $416,000 was payable at December 31, 1995.  The fee is computed  daily
and paid  monthly,  and  consists  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.  At
December 31, 1995, and for the year then ended,  the effective  annual Group Fee
rate was  0.34%.  The fund  pays a pro rata  share of the Group Fee based on the
ratio of its net assets to those of the Group.

     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 year
ended December 31, 1995 decreased management fees by $20,000.

     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  $1,955,000 for the year ended
December 31, 1995, of which $197,000 was payable at period-end.

<PAGE>

================================================================================
                              Financial Highlights
                    T. Rowe Price Capital Appreciation Fund
================================================================================
<TABLE>
<S>                                                              <C>       <C>         <C>        <C>         <C>   

                                                                   For a share outstanding throughout each period
                                                                                 Year Ended December 31,
                                                                 1995      1994        1993      1992        1991


NET ASSET VALUE, BEGINNING OF PERIOD ....................       $12.10      $12.66    $11.39      $11.02    $9.98
                                                                ------      ------    ------      ------    ------
Investment activities
  Net investment income .................................         0.43        0.35      0.26        0.51     0.44
  Net realized and unrealized gain (loss) ...............         2.30        0.13      1.52        0.52     1.67
                                                                ------      ------    ------      ------    ------
  Total from investment activities ......................         2.73        0.48      1.78        1.03     2.11
                                                                ------      ------    ------      ------    ------
Distributions
  Net investment income .................................        (0.44)      (0.35)    (0.18)      (0.50)   (0.43)
  Net realized gain .....................................        (0.72)      (0.69)    (0.33)      (0.16)   (0.64)
                                                                ------      ------    ------      ------    ------
  Total distributions ...................................        (1.16)      (1.04)    (0.51)      (0.66)   (1.07)
                                                                ------      ------    ------      ------    ------
NET ASSET VALUE, END OF PERIOD ..........................       $13.67      $12.10    $12.66      $11.39   $11.02
                                                                ======      ======    ======      ======    ======

RATIOS/SUPPLEMENTAL DATA

Total return ............................................        22.6%      3.8%      15.7%        9.4%    21.6%
Ratio of expenses to average net assets .................        0.97%     1.10%      1.09%       1.08%    1.20%
Ratio of net investment income
  to average net assets .................................        3.28%     2.91%      2.37%       4.28%    3.90%
Portfolio turnover rate. ................................        47.0%     43.6%      39.4%       30.3%    50.7%
Net assets, end of period (in thousands) ................     $864,273  $654,999   $536,244    $359,272 $215,693
</TABLE>

<PAGE>


Report of Independent Accountants
To the Shareholders and Board of Trustees of
T. Rowe Price Capital Appreciation Fund

     We have audited the  accompanying  statement of net assets of T. Rowe Price
Capital  Appreciation Fund as of December 31, 1995, and the related statement of
operations  for the year then ended,  the statement of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended. These financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation  of investments  owned as of
December 31, 1995, by correspondence  with the custodia n and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

     In our opinion, the financial statements and financial highlights, referred
to above, present fairly, in all material respects, the financial position of T.
Rowe Price Capital Appreciation Fund as of December 31, 1995, the results of its
operations,  the changes in its net assets and financial  highlights for each of
the  respective  periods  stated  in the  first  paragraph  in  conformity  with
generally accepted accounting principles.


Coopers & Lybrand L.L.P.


Baltimore, Maryland
January 18, 1996



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