PRICE T ROWE CAPITAL APPRECIATION FUND
N-30D, 1996-07-31
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================================================================================
                            CAPITAL APPRECIATION FUND
                               SEMIANNUAL REPORT
================================================================================
                                  June 30,1996
- --------------------------------------------------------------------------------


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

Report Highlights
- --------------------------------------------------------------------------------

  *The stock market and your fund started the year with a head of steam,  slowed
   a bit in the second half, but generated respectable results.

  *The rally was broad-based, although interest-sensitive stocks like  utilities
   tended to underperform.

  *Reflecting our  conservative  investment  posture and focus on reducing risk,
   your fund achieved  solid results -- 6.95% and 16.03% for the 6- and 12-month
   periods -- but lagged the overall market.

  *The major change in asset  allocation was a reduction in reserves to purchase
   convertible  bonds. One of our best  contributors to the share price gain was
   Schuller, the former Manville, in which we hold several types of securities.

  *Of the major  market  influences,  we see the  economy as a  positive  in the
   second  half,   while  interest   rates,   inflation,   and  valuations  look
   increasingly unhealthy. The election should be a transitory positive.
<PAGE>

================================================================================
Fellow Shareholders
- --------------------------------------------------------------------------------

     Your fund came out of the  starting  blocks  just  fine --  befitting  this
Olympic  year.  First  quarter  results for the fund and stocks in general  were
strong.  Both were still running well in the second quarter despite some loss of
momentum, and returns remained reasonable.

================================================================================
Performance Comparison
- --------------------------------------------------------------------------------
Periods Ended 6/30/96                       6 Months             12 Months

Capital Appreciation Fund                      6.95%                16.03%

S&P 500                                       10.10                 26.00

Lipper Capital Appreciation
Funds Average                                 11.50                 23.97
- --------------------------------------------------------------------------------

     Your fund has always taken a measured approach to investing.  We are pacing
ourselves,  hoping to maintain some performance  consistency when the track gets
rougher and the bull market eventually falters.  Our conservative equity posture
has prevented our full  participation in the stock runup, as shown in the table.
However,  by the same token,  it should limit the damage when the markets become
less favorable.

================================================================================
Market Environment
- --------------------------------------------------------------------------------

     Building on 1995's financial market strength, the stock market continued to
reach record highs in the first half of this year. The principal  driver of this
success  is never  quite  certain,  but we  suspect  that the usual  fundamental
factors -- interest rates, corporate profits, dividend growth, and so on -- were
neutral at best.  More likely the impetus  came  largely from the flood of money
into equity mutual funds. It would surprise us if this money flow reversed,  but
it could slow sharply in the second half.

     Most  major  stock  groups  moved  higher,   with  small   companies  doing
particularly  well.  Electric  utilities  were  one of the few  groups  that had
negative  returns,  largely due to a significant  jump in interest rates.  Bonds
(remember  when they were the investment of choice for widows and orphans?) were
particularly hurt by the higher rates.
<PAGE>

     The  first  half  also  had  its  share  of  unsettling  although  somewhat
extraneous  factors.  We're thinking  particularly of the Japanese  company that
lost billions of dollars trading copper. A "rogue" trader was blamed,  but we're
suspicious of that explanation. Apart from the ripple effects on the markets, we
saw this as an unsettling  example of excessive  risk-taking.  Many  managements
today demand  superior  quantitative  results over shorter and shorter  periods.
Unfortunately,  quality measurements have not advanced to anywhere near the same
degree as those for quantity. Potentially high returns from high-risk activities
that may end in disaster  can  nevertheless  be  attractive  to people  reaching
beyond their abilities and to those under unrealistic  pressure.  The analogy of
performance-enhancing drugs comes to mind.

[Pie chart  "Security Diversification" -- Common  Stocks 51%,  Convertibles 25%,
Preferred Stocks 3%, Bonds 3%, Reserves 18%]

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

     Our asset allocation changed somewhat during the period. Cash reserves were
drawn down to fund the  purchase  of  convertible  bonds  offering  more  upside
potential.  Besides  augmenting  existing  holdings,  we  established  five  new
positions.  Our commitment to common  stocks,  preferred  stocks,  and bonds was
essentially  unchanged.  During the first half,  all five of your  fund's  asset
classes had solid positive  returns,  which was especially  pleasing in light of
the weak bond market.

     Four of our equity holdings were gold medal winners. Ciba-Geigy,  Teledyne,
New  York  Times,  and  Schuller  all  appreciated  by  more  than  25%  and had
significant  impact on our net asset value (see table  following  this  letter).
Schuller, the former Manville,  has been a particularly  gratifying champion. We
first  visited the company in the summer of 1991 and began  buying its bonds and
preferred  stock that August.  In early 1993,  the  company's  recovery  from an
asbestos-induced  bankruptcy  reached the point where we began buying its common
stock. We accumulated  positions in three different company  securities and were
well rewarded by all of them. The aggregate  position,  once our largest, is now
much  reduced.  Schuller  repurchased  our bonds and  preferred  stock at a full
price, and we have been trimming the common stock holding.

     As always, we've had some losers, but none of serious magnitude.  Centerior
Energy  drifted  lower,  and we used the  decline  to  build it into the  fund's
largest position. Our investment is about 60% common stock and 40% preferred. We
have  had  great  returns  from  troubled  electric  utilities  in the  past and
anticipate similar success with Centerior.
<PAGE>

================================================================================
Managing Risk
- --------------------------------------------------------------------------------

     The race is not always to the swift.  Myriad  factors -- including luck and
plain  old  mistakes  --  play  a  role  in  investing  as in  athletics.  These
uncertainties  add up to the risk facing  shareholders  in Capital  Appreciation
Fund. Since the fund's inception,  however, we have attempted to both reduce and
control that risk  consistent with pursuing the fund's  objective.  Our strategy
has had five basic facets: adjusting asset allocation, protecting principal with
put options,  emphasizing  value rather than growth  stocks,  searching  for the
unusual security,  and stressing convertibles with stable bond values. A word on
each.

     During  the  strong  equity  market  of the last 18  months,  we  sometimes
wondered why we owned anything but common stocks. Bonds,  preferred stocks, cash
reserves,  and even  convertibles  can't  keep up with a zippy  equity.  But the
market doesn't always set records,  and our asset allocation  strategy has other
significant benefits. When equity markets are driven by interest rate changes --
either up or down -- all asset class prices usually move in the same  direction.
When other factors  predominate,  a broad asset  diversification  can buffer the
returns of the portfolio  from extreme  swings.  For example,  if a poor economy
drives down stock prices, bond prices often rise.

=============================
Companies  that  sell  at low
valuations  .  .  .  tend  to
swing less wildly in price.
- -----------------------------

     Presently,  we own put  options  which  protect  portions  of  eight of our
investments.  This  protection,  which  typically  costs us a bit of return each
year,  is used only  occasionally  and then in  moderation.  Value  stocks are a
staple  of our  investment  approach.  Companies  that  sell at low  valuations,
whether based upon  price-to-earnings,  price-to-book value,  dividend yield, or
other measures tend to swing less wildly in price.  Their business  problems may
typically  be somewhat  greater than the average  stock,  but the risk of sudden
investor  disenchantment is almost always much less. Unusual securities are just
that -- unusual and hard to find. In the past, we've owned preferred stocks that
weren't  paying their  dividends,  bonds in bankrupt  companies,  and contingent
rights of uncertain  value.  They have  typically  provided  good returns for us
whether the overall stock market went up or down. Our  convertible  holdings are
chosen with an eye on their value as fixed income  investments  as well as their
potential equity reward. We emphasize  convertibles that we believe will hold up
pretty well even when interest rates rise.
<PAGE>

     Notice that we have not said  anything  about the  statistical  measures of
risk.  Some  independent  evaluators  of mutual funds rank fund  performance  in
relation to the amount of volatility  experienced  in achieving it. We find this
yet another example of quantity rather than quality  measurement.  Nevertheless,
it may be comforting to know that by virtually all statistical measures, Capital
Appreciation  Fund's risk profile is lower than that of other equity funds.  For
example,  the fund's beta is 0.55,  which means it is 45% less volatile than the
overall market as measured by the S&P 500.

================================================================================
Outlook
- --------------------------------------------------------------------------------

     Here's how I size up the major influences on the long-running  bull market.
The  economy  reminds me of a lead  runner,  with  loose form and a relaxed  but
focused face.  Why some are  predicting  it will falter is beyond me.  Inflation
also seems comfortably under control,  perhaps deteriorating  gradually, but not
worrisome.  Interest  rate  volatility  scares  me:  1994 was the worst year for
bonds, 1995 was one of the best, and 1996 is looking bad again. Stock valuations
are  clearly in bad  shape:  none look  healthy;  most are  horrible.  Corporate
profits are fair but not good. All things considered,  the outlook seems neutral
at best.

     Ah, but what about that other every-four-years  contest, the election? It's
gradually  having a positive  influence on the financial  markets and everything
else. The Federal Reserve is likely to act with restraint,  government  spending
is sure to remain strong,  and our  perception of events and conditions  will be
manipulated upward. We will know what's truly going on only after November.

     On the eve of the  Olympics,  your fund also  achieved a  milestone  -- its
tenth anniversary.  Throughout the years, the fund has consistently been managed
to reduce possible losses as well as to maximize potential gains, as spelled out
in its  prospectus.  That  approach goes in and out of style among mutual funds,
but with us it is timeless.

              Respectfully submitted,

              [Signature]

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

              July 19, 1996


<PAGE>

================================================================================
Portfolio Highlights
- --------------------------------------------------------------------------------
TWENTY-FIVE LARGEST HOLDINGS

                                                                      Percent of
                                                                      Net Assets
                                                                         6/30/96
- --------------------------------------------------------------------------------
Centerior Energy/Cleveland Electric                                         5.7%
Automatic Data Processing                                                   4.7
Genentech                                                                   3.0
New York Times                                                              2.9
Loews                                                                       2.6
Ciba-Geigy                                                                  2.5
Washington Post                                                             2.0
Rouse                                                                       2.0
Kemper                                                                      1.9
Newmont Mining                                                              1.8
Texaco                                                                      1.8
U.S.West                                                                    1.7
Turner Broadcasting Systems                                                 1.6
Murphy Oil                                                                  1.4
Sallie Mae                                                                  1.4
PHH                                                                         1.4
Atlantic Richfield                                                          1.4
Entergy                                                                     1.3
Homestake Mining                                                            1.3
WMX Technologies                                                            1.3
USF&G                                                                       1.3
Price Company                                                               1.2
Polaroid                                                                    1.2
Chris-Craft                                                                 1.1
Reebok                                                                      1.1
- --------------------------------------------------------------------------------
Total                                                                      49.6%
<PAGE>

================================================================================
Portfolio Highlights
- --------------------------------------------------------------------------------
CONTRIBUTIONS TO THE CHANGE IN NET ASSET VALUE PER SHARE
6 Months Ended 6/30/96

Ten Best Contributors
================================================================================
Ciba-Geigy                                 11cents
Schuller                                    5
Teledyne                                    4
New York Times                              4
PHH                                         3
Washington Post                             3
Automatic Data Processing                   3
Sallie Mae                                  3
Newmont Mining                              3
Reebok                                      2
- --------------------------------------------------------------------------------
Total                                      41cents

Ten Worst Contributors
================================================================================
Centerior Entergy/Cleveland Electric       -2cents
Great Lakes Chemical                       -1
Polaroid                                    0
Genentech                                   0
Potomac Electric Power                      0
Fannie Mae                                  0
Overseas Shipholding Group                  0
U.S.WEST                                    0
Edison International                        0
Outboard Marine                             0
- --------------------------------------------------------------------------------
Total                                      -3cents


12 Months Ended 6/30/96

Ten Best Contributors
================================================================================
Sallie Mae                                 12cents
New York Times                             12
Ciba-Geigy                                 11
Automatic Data Processing                  11
Loews                                      11
Philip Morris                               7
Entergy                                     6
Texaco                                      5
Washington Post                             5
Newmont Mining                              5
- --------------------------------------------------------------------------------
Total                                      85cents
<PAGE>

Ten Worst Contributors
================================================================================
Hills Stores                              -4cents
Centerior Energy/Cleveland Electric       -3
Weyerhaeuser                              -1
Hecla Mining                              -1
Overseas Shipholding Group                 0
International Paper                        0
Union Texas Petroleum                      0
Outboard Marine                            0
Fannie Mae                                 0
Grand Metropolitan                         0
- --------------------------------------------------------------------------------
Total                                     -9cents


================================================================================
Portfolio Highlights
- --------------------------------------------------------------------------------
PERFORMANCE CONTRIBUTIONS

                                                       Cents-Per-SharePercent of
                                                          ContributionNet Assets
Sector                                                  6/30/96          6/30/96
- --------------------------------------------------------------------------------
Basic Materials                                               3cents          3%
Business Services and Transportation                          8               8
Consumer Cyclicals                                            6               6
Consumer Nondurables                                         15               8
Consumer Services                                            11              13
Energy                                                        9               9
Financial                                                     8              14
Process Industries                                           -1               2
Technology                                                    4               2
Utilities                                                    -3              10
U.S. Governments/Options                                     -1               3
Miscellaneous                                                 2               4
Reserves and Income                                          34              18
- --------------------------------------------------------------------------------
Total Portfolio                                              95cents        100%

<PAGE>

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

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

[SEC Graph shown here]

================================================================================
Average Annual Compound Total Return
- --------------------------------------------------------------------------------

     This table shows how the fund would have  performed each year if its actual
(or  cumulative)  returns  for the  periods  shown had been earned at a constant
rate.

================================================================================
Periods Ended 6/30/96               1 Year     3 Years      5 Years     10 Years
- --------------------------------------------------------------------------------
Capital Appreciation Fund           16.03%      13.59%       12.89%       13.31%

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

<TABLE>
Unaudited                         For a share outstanding throughout each period
==============================================================================================================
Financial Highlights
- --------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>         <C>         <C>
                                 6 Months        Year
                                    Ended       Ended
                                  6/30/96    12/31/95    12/31/94    12/31/93    12/31/92    12/31/91

NET ASSET VALUE

Beginning of period                $13.67     $12.10       $12.66      $11.39      $11.02       $9.98

Investment activities
   Net investment income             0.34       0.43         0.35        0.26        0.51        0.44
   Net realized and
   unrealized gain (loss)            0.61       2.30         0.13        1.52        0.52        1.67

   Total from
   investment activities             0.95       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                      $14.62     $13.67      $12.10       $12.66      $11.39      $11.02

Ratios/Supplemental Data

Total return                        6.95%     22.57%       3.80%       15.66%       9.36%      21.59%
Ratio of expenses to
average net assets                  0.81%*     0.97%       1.10%        1.09%       1.08%       1.20%
Ratio of net investment
income to average
net assets                          4.71%*     3.28%       2.91%        2.37%       4.28%       3.90%
Portfolio turnover rate             43.9%*     47.0%       43.6%        39.4%       30.3%       50.7%
Average commission
rate paid                         $0.0598          -           -            -           -           -
Net assets, end of period
(in thousands)                   $906,280   $864,273    $654,999     $536,244    $359,272    $215,693
- --------------------------------------------------------------------------------------------------------------
<FN>
* Annualized.
</FN>
</TABLE>

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



Unaudited                                                          June 30, 1996
================================================================================
Statement of Net Assets
- --------------------------------------------------------------------------------
                                                                    In thousands
                                                            Shares/Par     Value
       Common Stocks 50.9%

       FINANCIAL 8.1%
       Insurance 3.5%

       Home Beneficial (Class B) ..................        74,500        $ 1,918
       Loews ......................................       300,000         23,663
       Unitrin ....................................       128,000          6,048
                                                                          31,629

       Financial Services 4.4%

       American Express ...........................       200,000          8,925
       Fannie Mae .................................       200,000          6,700
       Fund American Enterprises ..................        65,000          5,265
       Sallie Mae .................................       170,000         12,580
       Salomon ....................................        75,000          3,300
       Zurich Reinsurance .........................        94,500          2,976
                                                                          39,746

       Bank and Trust 0.2%

       Bank Fuer International Zahlung (CHF) ......            75            660
       Greenpoint Financial .......................        40,000          1,130
                                                                           1,790

       Total Financial                                                    73,165

       UTILITIES 5.3%
       Electric Utilities 5.3%

       Centerior Energy .........................       4,200,000         30,975
       Entergy ..................................         430,000         12,201
       Public Service of New Mexico .............         250,000          5,125
       Total Utilities                                                    48,301
<PAGE>

       CONSUMER NONDURABLES 8.1%
       Hospital Supplies/Hospital Management 0.0%

       Lynx Therapeutics ........................             810              4
                                                                               4

       Pharmaceuticals 6.0%

       Ciba-Geigy (CHF) .........................          18,900         23,054
       Genentech * ..............................         525,000         27,497
       Schering-Plough ..........................          60,000          3,765
                                                                          54,316

       Miscellaneous Consumer Products 2.1%

       Philip Morris ............................          90,000        $ 9,360
       Reebok ...................................         300,000         10,088
                                                                          19,448

       Total Consumer Nondurables                                         73,768

       CONSUMER SERVICES 8.2%
       General Merchandisers 0.2%

       Hills Stores * ........................           175,000           1,553
                                                                           1,553

       Specialty Merchandisers 1.0%

       Petrie Stores Liquidation Trust .......         2,560,000           7,200
       Toys "R" Us * .........................            65,000           1,852
                                                                           9,052

       Media and Communications 7.0%

       Chris-Craft * .........................           230,224          10,130
       Meredith ..............................           130,000           5,428
       New York Times (Class A) ..............           810,000          26,426
       Times Mirror (Class A) ................            70,000           3,045
       Washington Post (Class B) .............            57,000          18,468
                                                                          63,497

       Total Consumer Services                                            74,102
<PAGE>

       CONSUMER CYCLICALS 2.0%
       Miscellaneous Consumer Durables 2.0%

       Corning ...............................           200,000           7,675
       Polaroid ..............................           230,000          10,494

       Total Consumer Cyclicals                                           18,169

       TECHNOLOGY 1.6%
       Information Processing 0.6%

       IBM ..........................................       50,000         4,950
                                                                           4,950

       Aerospace and Defense 1.0%

       Teledyne .....................................      260,000         9,392
                                                                           9,392

       Total Technology                                                   14,342

       BUSINESS SERVICES AND

       TRANSPORTATION 2.4%
       Transportation Services 2.3%

       Overseas Shipholding Group ...................      225,000       $ 4,078
       PHH ..........................................      220,000        12,540
       Ryder System .................................      170,000         4,782
                                                                          21,400

       Miscellaneous Business Services 0.1%

       John H. Harland ..............................       26,000           640
                                                                             640

       Total Business Services and Transportation                         22,040

       ENERGY 7.9%

       Integrated Petroleum - Domestic 5.1%

       Atlantic Richfield .........................       105,000         12,442
       Kerr-McGee .................................        24,000          1,461
       Murphy Oil .................................       280,000         12,705
       Oryx Energy * ..............................       285,000          4,631
       Pennzoil ...................................        70,000          3,238
       Sun Company ................................       105,000          3,189
       Union Texas Petroleum ......................       385,000          7,508
       Unocal .....................................        20,000            675
                                                                          45,849
<PAGE>

       Integrated Petroleum - International 2.4%

       Petro-Canada ...............................       475,000          5,878
       Texaco .....................................       190,000         15,937
                                                                          21,815

       Energy Services 0.4%

       Helmerich & Payne ..........................        95,000          3,479
                                                                           3,479

       Total Energy
                                                                          71,143

       PROCESS INDUSTRIES 3.3%
       Paper and Paper Products 0.3%

       International Paper ........................        80,000          2,950
                                                                           2,950

       Forest Products 1.1%

       Weyerhaeuser ...............................       230,000        $ 9,775
                                                                           9,775

       Building and Construction 1.1%

       Schuller ..............................          965,000           10,012
                                                                          10,012

       Specialty Chemicals 0.8%

       Great Lakes Chemical ..................          110,000            6,848
       Petrolite .............................            3,000               95
                                                                           6,943

       Total Process Industries                                           29,680

       BASIC MATERIALS 2.3%
       Mining 2.2%

       Homestake Mining ......................          100,000            1,712
       Newmont Mining ........................          325,000           16,047
       Santa Fe Pacific Gold .................          150,000            2,119

<PAGE>

                                                                          19,878
       Metals 0.1%

       Hecla Mining * ........................          140,000              980
                                                                             980

       Total Basic Materials                                              20,858

       CONGLOMERATES 0.2%

       LONRHO (GBP) ..........................          700,000            2,011

       Total Conglomerates                                                 2,011

       Miscellaneous Common Stocks 1.5%                                   13,656

       Total Common Stocks (Cost $353,786)                               461,235

       Preferred Stocks 2.8%

       Cleveland Electric, $1.88, Adj., Series L ...        60,000         4,260
       Cleveland Electric, $90, Series S ...........        10,700         9,978
       Cleveland Electric, 8.80%, Series R .........         6,525         6,150
       Entergy-GSU., Dep., Adj. B, 8.75% ...........        39,959         1,901
       Teledyne, $15, Cum ..........................        13,040           200
       Miscellaneous Preferred Stocks
                                                                           2,750

       Total Preferred Stocks (Cost $ 22,883)
                                                                          25,239

       Convertible Preferred Stocks 1.9%

       Kemper (144a), Series E .....................       326,000       $16,952
       Miscellaneous Convertible Preferred Stocks                            567

       Total Convertible Preferred Stocks (Cost $ 16,606)                 17,519

       Convertible Bonds 22.9%
<PAGE>

   Automatic Data Processing, LYONS, Zero Coupon, 2/20/12   $82,000,000   42,459
   Chubb, 6.00%, 5/15/98 ................................     7,000,000    8,353
   Comcast, Sub. Deb., 3.375%, 9/9/97 ...................     8,000,000    7,577
   Cooper Industries, Sub. Deb., 7.05%, 1/1/15 ..........     1,728,000    1,853
   Food Lion (144a), 5.00%, 6/1/03 ......................     4,200,000    4,497
   Gencorp, Sub. Deb., 8.00%, 8/1/02 ....................     1,500,000    1,624
   Grand Metropolitan, 6.50%, 1/31/00 ...................     3,100,000    3,379
   Grand Metropolitan (144a), 6.50%, 1/31/00 ............     3,100,000    3,379
   Homestake Mining (144a), Sub. Deb., 5.50%, 6/23/00 ...    10,200,000   10,123
   INA, 5.00%, 6/28/01 ..................................     3,500,000    3,570
   LONRHO Finance, 6.00%, 2/27/04 (GBP) .................     3,500,000    5,470
   Office Depot, LYONS, Zero Coupon, 11/1/08 ............     7,500,000    4,406
   Outboard Marine, Deb., 7.00%, 7/1/02 .................     4,500,000    4,534
   Pennzoil, Exch., 4.75%, 10/1/03 ......................     3,000,000    3,256
   Potomac Electric Power, Sub. Deb., 5.00%, 9/1/02 .....     5,800,000    5,191
   Price Company, Sub. Deb., 5.50%, 2/28/12 .............     6,500,000    6,695
   Price Company, Sub. Deb., 6.75%, 3/1/01 ..............     4,000,000    4,310
   Rouse, Sub. Deb., 5.75%, 7/23/02 .....................    18,000,000   17,775
   Turner Broadcasting System, LYONS, Zero Coupon, 2/13/07    1,500,000   14,805
   U S WEST, LYONS, Zero Coupon, 6/25/11 ................    45,000,000   15,637

    USF&G, Zero Coupon, 3/3/09 ........................      20,000,000   11,650
    WMX Technologies, Sub. Deb., 2.00%, 1/24/05 .......      12,800,000   11,776
    Miscellaneous Convertible Bonds                                       15,573

    Total Convertible Bonds (Cost $  195,790)                            207,892

    U.S. Government Obligations/
    Agencies 3.0%

   Fannie Mae
       5.37%, 2/7/01 ....................................    5,000,000     4,744
   U.S. Treasury Notes
       5.75%, 10/31/97 ..................................    9,000,000     8,978
       6.75%, 5/31/99 ...................................   $5,000,000   $ 5,058
       7.375%, 11/15/97 .................................    8,000,000     8,142

   Total U.S. Government Obligations/Agencies (Cost $26,851)              26,922

          Index Notes 0.2%

          Republic of Austria, 8/15/96 * ...............       75,000      1,472

          Total Index Notes (Cost $780)                                    1,472

          Options Purchased 0.2%
<PAGE>

       Allegheny Ludlum "B" Put, 10/19/96 @ $22.50 * .......       350       127
       Allegheny Ludlum "B" Put, 1/18/97 @ $20.00 * ........       130        33
       Allegheny Ludlum "B" Put, 1/18/97 @ $22.50 * ........       170        70
       Automatic Data Processing "B" Put, 8/17/96 @ $45.00 *       170       104
       Automatic Data Processing "B" Put, 11/16/96 @ $40.00 *      255        59
       IBM "B" Put, 7/20/96 @ $100.00 * ....................       100        34
       IBM "B" Put, 7/20/96 @ $120.00 * ....................       200       412
       IBM "B" Put, 10/19/96 @ $130.00 * ...................       200       615
       Kerr McGee "B" Put, 7/20/96 @ $70.00 * ..............       120       106
       Philip Morris "B" Put, 9/21/96 @ $105.00 * ..........       100        48
       Texaco "B" Put, 10/19/96 @ $90.00 * .................       100        70
       Times Mirror "B" Put, 9/21/96 @ $40.00 * ............       100         8
       Toys "R" Us "B" Put, 09/21/96 @ $30.00 * ............       100        21
       Toys "R" Us "B" Put, 12/21/96 @ $35.00 * ............       500       319
       Unocal "B" Put, 7/20/96 @ $32.50 * ..................       200         6
       Miscellaneous Options Purchased                                        78

       Total Options Purchased (Cost $1,871)                               2,110

       Short-Term Investments 17.1%
       Certificates of Deposit 2.0%

       Commerzbank, 5.31%, 7/1/96                          $10,000,000    10,000
       Westdeutsche Landesbank Girozentrale, (London)
          5.39%, 7/11/96 ...........                         8,000,000     8,000

    Commercial Paper 14.0%

    Bex America Finance, 5.35%, 7/9/96 ...................  10,000,000     9,988
    BHF Finance (Delaware), 5.35%, 7/10/96 ...............  20,000,000    19,973
    BMW U.S. Capital, 5.30%, 8/19/96 .....................   5,000,000     4,964
    Ciesco, 4(2), 5.35%, 7/15/96 ......................... $10,000,000    $9,979
    Countrywide Funding, 5.38%, 7/18/96 ..................  10,000,000     9,975
    Den Danske, 5.38%, 8/12/96 ...........................  10,000,000     9,937
    France Telecom, 5.33%, 7/9/96 ........................  10,000,000     9,988
    Investments in Commercial Paper through a joint account
       5.49-5.68%, 7/1/96 ................................   1,666,279     1,666
    Korea Development Bank, 5.30%, 7/25/96 ...............  10,000,000     9,965
    Preferred Receivables  Funding, 5.40%, 7/10/96 .......  10,000,000     9,987
    Province of Quebec, 5.30%, 7/12/96 ...................  10,000,000     9,984
    Rockwell International, 5 40%, 7/2/96 ................  10,000,000     9,998
    Tasmanian Public Finance, 5.10%, 7/15/96 .............  10,000,000     9,980
                                                                         126,384
<PAGE>

    Medium-Term Notes 1.1%

    Morgan Stanley Group, VR, 5.61328%, 1/31/97 ..........  10,000,000    10,003
                                                                          10,003

    Total Short-Term Investments (Cost $154,387)                         154,387

Total Investments in Securities
99.0% of Net Assets (Cost $772,954) ................................   $896,776

Other Assets Less Liabilities ......................................      9,504

Net Assets Consist of:
Accumulated net investment income - net of distributions ...........   $ 21,055
Accumulated net realized gain/loss - net of distributions ..........     33,392
Net unrealized gain (loss) .........................................    123,822
Paid-in-capital applicable to 61,970,485 shares of no par

value capital stock outstanding; unlimited shares authorized .......    728,011
NET ASSETS .........................................................   $906,280
NET ASSET VALUE PER SHARE ..........................................   $  14.62

    *  Non-income producing
   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
       3.9% of net assets.
  CHF  Swiss franc
  GBP  British sterling


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

<PAGE>

Unaudited
================================================================================
Statement of Operations
- --------------------------------------------------------------------------------
In thousands                                                            6 Months
                                                                           Ended
                                                                         6/30/96
Investment Income
Income
   Dividend                                                              $14,403
   Interest                                                               10,040
   Total income                                                           24,443

Expenses
   Investment management                                                   2,210
   Shareholder servicing                                                   1,152
   Custody and accounting                                                     91
   Registration                                                               63
   Prospectus and shareholder reports                                         36
   Legal and audit                                                            11
   Directors                                                                  10
   Miscellaneous                                                              11
   Total expenses                                                          3,584

Net investment income                                                     20,859

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on
   Securities                                                             29,495
   Options                                                                 (650)
   Foreign currency transactions                                              49
   Net realized gain (loss)                                               28,894

Change in net unrealized gain or loss on
   Securities                                                              9,883
   Options                                                                    61
   Change in net unrealized gain or loss                                   9,944
Net realized and unrealized gain (loss)                                   38,838

INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS                                                   $59,697
- --------------------------------------------------------------------------------

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


Unaudited
================================================================================
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
In thousands                                                 6 Months       Year
                                                                Ended      Ended
                                                              6/30/96   12/31/95

Increase (Decrease) in Net Assets
Operations

   Net investment income                                     $20,859     $25,466
   Net realized gain (loss)                                   28,894      37,005
   Change in net unrealized gain or loss                       9,944      92,350
   Increase (decrease) in net assets from operations          59,697     154,821

Distributions to shareholders

   Net investment income                                           -    (25,734)
   Net realized gain                                               -    (42,109)
   Decrease in net assets from distributions                       -    (67,843)

Capital share transactions *

   Shares sold                                              123,420      240,766
   Distributions reinvested                                       -       65,960
   Shares redeemed                                        (141,110)    (184,430)
   Increase (decrease) in net assets from capital
   share transactions                                      (17,690)      122,296

Net Assets
Increase (decrease) during period                            42,007      209,274
Beginning of period                                         864,273      654,999

End of period                                              $906,280     $864,273

*Share information

   Shares sold                                                8,676       18,018
   Distributions reinvested                                       -        4,829
   Shares redeemed                                          (9,946)     (13,738)
   Increase (decrease) in shares outstanding                (1,270)        9,109
- --------------------------------------------------------------------------------

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


Unaudited                                                          June 30, 1996
================================================================================
Notes to Financial Statements
================================================================================

================================================================================
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 and commenced operations on June 30, 1986.

     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.

     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>

     Premiums and  Discounts  Premiums  and  discounts  on debt  securities  are
amortized for both financial reporting and tax purposes.

     Other Income and expenses  are  recorded on the accrual  basis.  Investment
transactions are accounted for on the trade date.  Realized gains and losses are
reported on the identified  cost basis.  Dividend  income and  distributions  to
shareholders  are  recorded  by the fund on the  ex-dividend  date.  Income  and
capital gain  distributions are determined in accordance with federal income tax
regulations  and may differ from those  determined in accordance  with generally
accepted accounting principles.

================================================================================
NOTE 2 - INVESTMENT TRANSACTIONS
- --------------------------------------------------------------------------------

     Consistent with its investment objective, the fund engages in the following
practices  to manage  exposure  to  certain  risks or 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.

     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.  Options are  reflected in the  accompanying  Statement of Net Assets at
market value.

     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.

     Other  Purchases and sales of portfolio  securities,  other than short-term
and  U.S.  government  securities,  aggregated  $182,599,000  and  $148,737,000,
respectively, for the six months ended June 30, 1996.

     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, 1996, the aggregate cost of investments  for federal income tax
and financial  reporting  purposes was  $772,954,000,  and net  unrealized  gain
aggregated   $123,822,000,   of  which   $135,491,000   related  to  appreciated
investments and $11,669,000 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  $303,000 was payable at June 30, 1996.  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 0.305%  for  assets in excess of $50  billion.  At
June 30, 1996, and for the six months then ended, the effective annual group fee
rate was 0.33% and  0.34%,  respectively.  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 six
months ended June 30, 1996 decreased management fees by $591,000.

     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  $1,043,000 for the six months
ended June 30, 1996, of which $174,000 was payable at period-end.
<PAGE>


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

                       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.

              T. Rowe Price Investment Services, Inc., Distributor
         
                                 RPRTCAF 6/30/96




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