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T. ROWE PRICE
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SMALL-CAP VALUE FUND, INC.
Supplement to Prospectus dated May 1, 1995
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Effective immediately, the first paragraph under the section
"Contingent Redemption Fee" on pages 7 and 8 of the prospectus
will be replaced by the following paragraph:
The fund is designed for long-term investors willing to
accept the risks associated with an investment in common
stocks of small companies that are not widely held by
institutional investors. Such securities tend to be less
liquid than larger company stocks. The fund is not designed
for short-term traders, whose frequent purchases,
redemptions, and exchanges can generate substantial cash
flow. These cash flows can unnecessarily disrupt the fund's
investment program. Short-term traders often redeem when the
market is most turbulent, thereby forcing the sale of
underlying securities held by the fund at the worst possible
time as far as long-term investors are concerned.
Additionally, short-term trading drives up the fund's
transaction costs--measured by both commissions and bid/ask
spreads--which are borne by remaining long-term investors.
For these reasons, the fund assesses a 1% fee on redemptions
(including exchanges) of shares held for less than one year.
Shares owned in this fund as of April 7, 1995 are exempt
from the fee. Redemption fees will be paid to the fund to
help offset transaction costs. The fee does not apply to any
shares purchased through reinvested distributions (dividends
and capital gains) or to shares held in retirement plans
(such as 401(k), 403(b), 457, Keogh, Profit Sharing Plans,
and Money Purchase Pension Plans). The fee does apply to
shares held in IRA and SEP-IRA accounts and to shares
purchased through automatic investment plans (described
under "Shareholder Services").
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The date of this supplement is June 6, 1995
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