PRICE T ROWE DIVIDEND GROWTH FUND INC
N-30D, 1995-02-03
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Annual Report                                                                  
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
(Logo)                                                                         
Dividend Growth Fund                                                           
                                                                               
December 31, 1994                                                              
                                                                               
                                                                               
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 distri-bution only to shareholders and to others 
who  have  received  a  copy  of  the prospectus of the T. Rowe Price Dividend 
Growth Fund.                                                                   
                                                                               
(Logo)                                                                         
DGF                                                                            
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Fellow Shareholders                                                            
The economy and corporate profits performed beautifully in 1994, but financial 
markets struggled. The unmanaged Standard & Poor's 500 Stock Index was flat in 
the  fourth  quarter and returned 1.3% for the year. But 1994 marked the first 
time  in  20  years  that  the stock and bond mutual fund averages both posted 
losses  in  the  same  calendar  year.  The  volatility of the market averages 
remained  low  as  the positive effect of strong corporate earnings offset the 
negative  impact of rising interest rates. In this difficult environment, your 
Fund  performed  well  relative  to  its benchmark and peer group for both the 
quarter and full year.                                                         
                                                                               
Performance Comparison                                                         
                                                                               
                              Periods Ended                                    
                                12/31/94                                       
                           3 Months  12 Months                                 
                           -------------------                                 
Dividend Growth Fund          0.5%      2.2%  
S&P 500                       0.0       1.3                                    
Lipper Growth & Income                                                         
  Fund Average               -1.6      -0.9                                    
- ----------------------------------------------                                 
                                                                               
YEAR-END DISTRIBUTIONS                                                         
On  December 27, your Board of Directors declared a fourth quarter dividend of 
$0.10  per  share, a short-term capital gain of $0.27, and a long-term capital 
gain   of  $0.05.  All  three  distributions  were  paid  on  December  29  to 
shareholders of record on December 27. The fourth quarter dividend brought the 
full-year income total to $0.34 per share, up from $0.29 last year. You should 
already  have  received a check or statement reflecting these distributions as 
well as your Form 1099-DIV reporting them for tax purposes.                    
                                                                               
MARKET ENVIRONMENT                                                             
The  economy  was  surprisingly  strong in 1994: gross domestic product growth 
exceeded  most expectations and inflation remained subdued. Corporate earnings 
grew  more  than  20%,  and  productivity gains were impressive. Such positive 
factors would usually have been a recipe for strong stock returns, but a sharp 
rise  in  interest  rates  neutralized their effect. The extent of the rise in 
rates  surprised  many: banks, brokerage firms, municipalities (notably Orange 
County, California), and others experienced large and highly publicized losses 
on leveraged bond positions.                                                   
    Interestingly,  the  S&P  500's modest 1.3% return was a tough standard to 
beat.  More  than  half  the  stocks  in  the S&P 500 delivered negative total 
returns  in 1994 and, as a result, more than 75% of the Lipper growth & income 
funds underperformed the index.                                                
                                                                               
PORTFOLIO REVIEW                                                               
Rebounding  share  prices  for a number of consumer nondurable companies aided 
your  Fund's  performance  during  the last three and 12 months. INTERNATIONAL 
FLAVORS  &  FRAGRANCES,  SMITHKLINE  BEECHAM,  COLGATE-PALMOLIVE,  PFIZER, and 
DISNEY all bounced back nicely as investor preference shifted to steady growth 
companies  from  economically  sensitive  issues.  A strong year-end surge for 
GENERAL  GROWTH  PROPERTIES  and  several  other real estate investment trusts 
(REITs)  also helped. We continue to like the prospects for our REIT holdings, 
which make up 6% of Fund assets.                                               
    Financial  stocks  declined broadly during the quarter, and FANNIE MAE and 
MELLON  BANK dropped more than we thought likely. TELEFONOS DE MEXICO (Telmex) 
also  dropped substantially along with the rest of the Mexican market when the 
government    devalued    the    currency    in   December.   The   volatility
of  this and other Mexican blue chip stocks underscores the risks of investing 
in  emerging markets, a lesson we are unlikely to forget. International stocks 
now  represent  7%  of  Fund  assets  and consist mostly of European blue chip 
issues  such  as  ROYAL DUTCH PETROLEUM and SmithKline Beecham. Telmex was our 
only holding in the more risky emerging markets.                               
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
MAJOR PORTFOLIO CHANGES                                                        
We  made  several  opportunistic  purchases  during the quarter. STORAGE TRUST 
REALTY  is  a  new  REIT  issue  that  quickly fell in price after its initial 
offering.  We  think this company, family-run and financially strong, can grow 
at  double-digit  rates  for  several  years.  Shares of VODAFONE, the largest 
cellular  phone  service  provider  in  Britain and a growing force around the 
world,  dipped  recently  and  allowed us to purchase this attractive, rapidly 
growing  franchise  at  a  reasonable  price. We also added to our holdings in 
NORWEST  and  Mellon  Bank; both stocks suffered punishing declines during the 
quarter  along with most financial stocks as investors sold on fears of higher 
interest  rates.  We  expect  both  to  post solid results in 1995 and beyond. 
Purchases  of  Disney and GREAT LAKES CHEMICAL exemplify our investment style: 
to buy strong but temporarily out-of-favor companies with shareholder-oriented 
managements.                                                                   
    We  sold  ENTERGY  with some consternation, as this electric utility stock 
had  already  declined  appreciably.  But even after its initial drop in share 
price,  the  company's earnings and dividend outlook continued to deteriorate, 
so  we  sold  and  reinvested  the  proceeds in NIPSCO INDUSTRIES, an electric 
utility with better prospects.                                                 
                                                                               
OUTLOOK                                                                        
Strong  economic  momentum  in  the  U.S. should continue into 1995. We expect 
further  upward pressure on short-term interest rates from the Federal Reserve 
until  the  economy  slows noticeably. Although we don't think the Fed will be 
overly  ambitious and cause a recession, history suggests we should be mindful 
of  that  possibility. Stocks could languish until the scenario plays out, but 
continued strong corporate earnings should soon translate into faster dividend 
growth and improved valuations.                                                
    We  are  pleased  with  your Fund's cumulative return during its first two 
years,  and  believe  our  strategy of purchasing strong companies with proven 
earnings growth will provide solid long-term growth of both capital and income 
to our shareholders.                                                           
    As always, we appreciate your confidence and support.                      
                                                                               
                        Respectfully submitted,                                
                                                                               
                        (SIG)                                                  
                                                                               
                        Brian C. Rogers                                        
                        President                                              
                                                                               
                        (SIG)                                                  
                                                                               
                        William J. Stromberg                                   
                        Executive Vice President and                           
                        Chairman of the Investment                             
                        Advisory Committee                                     
                                                                               
January 18, 1995                                                               
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Twenty-Five Largest Holdings                                                   
December 31, 1994                                                              
                                                                               
                                Percent of                                     
Company                         Net Assets                                     
- ------------------------------- ----------                                     
Hubbell                            3.1%                                        
Fannie Mae                         1.8                                         
Alco Standard                      1.8                                         
Philip Morris                      1.7                                         
GE                                 1.7                                         
Pfizer                             1.5                                         
Selective Insurance                1.5                                         
Royal Dutch Petroleum              1.5                                         
Great Lakes Chemical               1.5                                         
Mellon Bank                        1.5                                         
AlliedSignal                       1.4                                         
SmithKline Beecham                 1.3                                         
Dun & Bradstreet                   1.3                                         
Colgate-Palmolive                  1.3                                         
Exxon                              1.2                                         
Sbarro                             1.2                                         
Analysts International             1.2                                         
ALLTEL                             1.2                                         
Norwest                            1.1                                         
Kimberly-Clark                     1.1                                         
Mobil                              1.1                                         
Abbott Laboratories                1.1                                         
Automatic Data Processing          1.1                                         
Reader's Digest                    1.1                                         
PepsiCo                            1.1                                         
- ---------------------------------------
Total                             35.4%                                        
- ---------------------------------------
                                                                               
Major Portfolio Changes                                                        
Three Months Ended December 31, 1994                                           
                                                                               
TEN LARGEST PURCHASES                                                          
                                Cost (000)                                     
                                ----------                                     
Storage Trust Realty*             $494                                        
Vodafone*                          492                                         
NIPSCO*                            363                                         
Great Lakes Chemical               324                                         
Norwest                            295                                         
Alco Standard                      285                                         
Mellon Bank                        275                                         
Kimberly-Clark                     257                                         
Cleveland Electric Pfd.*           255                                         
Disney                             251                                         
- ------------------------------------------                                     
                                                                               
TEN LARGEST SALES**                                                            
                                 Proceeds                                      
                                  (000)                                        
                                ----------                                     
Entergy**                         $386                                        
American Premier Underwriters**    374                                         
Autodesk**                         337                                         
Avery Dennison                     302                                         
Tambrands**                        287                                         
Alcoa**                            263                                         
Storage USA                        243                                         
Firstar**                          236                                         
James River Cv. Pfd.**             212                                         
SEI                                176                                         
- ------------------------------------------                                     
*Position added                                                                
**Position eliminated                                                          
                                                                               

<PAGE>

Investment Record                                                              
T. Rowe Price Dividend Growth Fund                                             
                                                                               
The  table below shows the investment record of one share of the T. Rowe Price 
Dividend Growth Fund, purchased at the initial price of $10.00, for the period 
12/30/92 through 12/31/94. 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.                                                                    
                                                                               
Per-Share Data                                                                 
                                                                               
<TABLE>                                                                                     
                      With Capital Gains and Income Dividends                   Annual      
                  Taken in Cash            Reinvested in Additional Shares   Total Return   
        --------------------------------- ---------------------------------- On Investment  
 Year    Net       Capital                   Capital                           % Change     
 Ended  Asset        Gain        Income       Gain       Income    Value of  -------------  
 12/31  Value  Distributions/1/ Dividends Distributions Dividends Investment  Fund  S&P500  
- ------- ------ ---------------- --------- ------------- --------- ---------- ------ ------  
 <S>    <C>          <C>          <C>         <C>         <C>       <C>       <C>   <C>
 19932  $11.48      $0.15         $0.29       $0.15       $0.29     $11.94   19.4%  10.1%   
 1994   11.04        0.34         0.34        0.36        0.36      12.20     2.2    1.3    
 Total              $0.49         $0.63       $0.51       $0.65                             
- ------------------------------------------------------------------------------------------  
1. Includes short-term capital gains of $0.15 in 1993 and $0.29 in 1994.       
2. From inception 12/30/92 to 12/31/93.                                        
                                                                               
Fiscal-Year Performance                                                        
Periods Ended December 31, 1994                                                
                                                                               
1 Year Since Inception 12/30/92*                                               
- ------ -------------------------                                               
2.16%           10.43%                                                         
- --------------------------------                                               
* Average Annual Compound Total Return                                         
                                                                               
Income  return  and  principal value represent past performance and will vary. 
Shares may be worth more or less at redemption than at original purchase.      
                                                                               
Fiscal-Year Performance Comparison                                             
(CHART)                                                                        
                                                                               
A  line graph compares the 12/31/94 value of a hypotherical $10,000 investment 
made  in  the  Dividend  Growth Fund at its inception (12/31/92) and a similar 
investment  made  concurrently  in  the  S&P  500 Index. At 12/31/94, the Fund 
Investment  would  have  been worth $12,199 and the S&P Index investment would 
have been worth $11,153.                                                       
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Statement of Net Assets (Value in thousands)                                   
T. Rowe Price Dividend Growth Fund / December 31, 1994                         
                                                                               
Common Stocks--78.1%                                                           
                                                                               
FINANCIAL--10.4%                                                               
                                                       Value                 
                                                      --------                 
BANK & TRUST--4.2%                                                             
    12,000shs. Integra Financial.....................     $493                 
    25,500     Mellon Bank...........................      781                 
     2,000     Mercantile Bancorporation.............       62                 
     7,000     NationsBank...........................      316                 
    26,000     Norwest...............................      608                 
                                                         2,260                 
INSURANCE--2.4%                                                                
    12,000     EXEL                                        474                 
    32,000     Selective Insurance...................      808                 
                                                         1,282 
FINANCIAL SERVICES--3.8%                                                       
    14,000     American Express......................      413                 
    13,000     Fannie Mae............................      947                 
    12,000     Money Store...........................      222                 
    13,000     Travelers.............................      423                 
                                                         2,005                 
TOTAL FINANCIAL                                          5,547                 
                                                                               
UTILITIES--5.6%                                                                
TELEPHONE--4.3%                                                                
    21,000     ALLTEL................................      633                 
    10,000     Bell Atlantic.........................      497                 
    18,000     GTE...................................      547                 
    12,500     Pacific Telesis.......................      356                 
     7,000     Telmex ADR............................      287                 
                                                         2,320                 
ELECTRIC UTILITIES--1.3%                                                       
    12,000     General Public Utilities..............      315                 
    13,000     NIPSCO................................      387                 
                                                           702                 
TOTAL UTILITIES                                          3,022                 
                                                                               
CONSUMER NONDURABLES--17.3%                                                    
COSMETICS--0.4%                                                                
     5,000     International Flavors & Fragrances....      231                 
BEVERAGES--2.0%                                                                
    10,000     Anheuser-Busch........................      509                 
    16,000     PepsiCo...............................      580                 
                                                         1,089                 
FOOD PROCESSING--1.9%                                                          
     7,000     CPC International.....................      373                 
     8,000     McCormick.............................      146                 
     5,000shs. Ralston Purina........................     $223                 
    11,000     Sara Lee..............................      278                 
                                                         1,020                 
HOSPITAL SUPPLIES/HOSPITAL                                                     
MANAGEMENT--1.1%                                                               
    18,000     Abbott Laboratories...................      587                 
PHARMACEUTICALS--6.4%                                                          
     4,500     American Home Products................      283                 
     6,000     Eli Lilly.............................      394                 
     9,000     Merck.................................      343                 
    10,500     Pfizer................................      811                 
     6,000     Schering-Plough.......................      444                 
    21,000     SmithKline Beecham,                                             
                 equity units ADR....................      719                 
     8,500     Upjohn................................      261                 
     2,000     Warner-Lambert........................      154                 
                                                         3,409                 
MISCELLANEOUS CONSUMER                                                         
PRODUCTS--5.5%                                                                 
    14,000     American Greetings (Class A)..........      378                 
    11,000     Colgate-Palmolive.....................      697                 
    13,000     Hanson ADR............................      234                 
    21,000     Newell................................      441                 
    16,000     Philip Morris.........................      920                 
    10,000     UST...................................      278                 
                                                         2,948                 
TOTAL CONSUMER NONDURABLES                               9,284                 
                                                                               
CONSUMER SERVICES--7.7%                                                        
GENERAL MERCHANDISERS--1.8%                                                    
     6,000     Dayton Hudson.........................      424                 
     5,000     J.C. Penney...........................      223                 
    15,000     Wal-Mart..............................      319                 
                                                           966                 
SPECIALTY MERCHANDISERS--0.2%                                                  
    14,000     Hancock Fabrics.......................      124                 
ENTERTAINMENT & LEISURE--2.9%                                                  
     7,000     Disney................................      323                 
    13,000     Reader's Digest (Class B).............      582                 
    25,000     Sbarro................................      650                 
                                                         1,555                 
MEDIA & COMMUNICATIONS--2.8%                                                   
    13,000     Dun & Bradstreet......................      715                 
     4,000     Gannett...............................      213                 
    16,000     Vodafone ADR..........................      538                 
                                                         1,466                 
TOTAL CONSUMER SERVICES                                  4,111                 
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
CONSUMER CYCLICALS--7.0%                                                       
BUILDING & REAL ESTATE--6.2%                                                   
     9,000shs. Chelsea GCA...........................     $245                 
    33,000     DeBartolo Realty......................      495                 
    23,000     General Growth Properties.............      521                 
    11,000     ROC Communities.......................      231                 
    22,000     South West Property Trust.............      270                 
    29,000     Storage Trust Realty..................      518                 
    18,000     Storage USA...........................      495                 
    15,000     Weingarten Realty Investors...........      568                 
                                                         3,343                 
MISCELLANEOUS CONSUMER DURABLES--0.5%                                          
     8,000     Corning...............................      239                 
AUTOMOBILES & RELATED--0.3%                                                    
     5,000     Echlin................................      150                 
TOTAL CONSUMER CYCLICALS                                 3,732                 
                                                                               
TECHNOLOGY--3.1%                                                               
ELECTRONIC SYSTEMS--1.1%                                                       
    18,000     Honeywell.............................      567                 
TELECOMMUNICATIONS--0.6%                                                       
     6,000     LM Ericsson (Class B) ADR.............      331                 
AEROSPACE & DEFENSE--1.4%                                                      
    22,000     AlliedSignal..........................      748                 
TOTAL TECHNOLOGY                                         1,646                 
                                                                               
CAPITAL EQUIPMENT--5.3%                                                        
ELECTRICAL EQUIPMENT--5.2%                                                     
    18,000     GE....................................      918                 
     5,000     Getronics (NLG).......................      182                 
     8,000     Hubbell (Class A).....................      410                 
    24,000     Hubbell (Class B).....................    1,278                 
                                                         2,788                 
MACHINERY--0.1%                                                                
     1,000     Teleflex..............................       36                 
TOTAL CAPITAL EQUIPMENT                                  2,824                 
                                                                               
BUSINESS SERVICES & TRANSPORTATION--6.1%                                       
COMPUTER SERVICE & SOFTWARE--2.7%                                              
    31,000     Analysts International................      635                 
    10,000     Automatic Data Processing.............      585                 
    14,000     SEI...................................      242                 
                                                         1,462                 
DISTRIBUTION SERVICES--2.2%                                                    
    15,000     Alco Standard.........................      941                 
     4,000     W. W. Grainger........................      231                 
                                                         1,172                 
MISCELLANEOUS BUSINESS SERVICES--0.6%                                          
    12,000shs. WMX Technologies......................     $315                 
                                                                               
RAILROADS--0.6%                                                                
     5,000     CSX...................................      348                 
TOTAL BUSINESS SERVICES & TRANSPORTATION                 3,297                 
                                                                               
ENERGY--7.2%                                                                   
ENERGY SERVICES--1.7%                                                          
    16,000     Helmerich & Payne.....................      410                 
    10,000     Schlumberger..........................      504                 
                                                           914                 
INTEGRATED PETROLEUM-DOMESTIC--0.6%                                            
     5,000     Amoco.................................      296                 
INTEGRATED PETROLEUM-                                                          
INTERNATIONAL--4.9%                                                            
    11,000     Exxon.................................      668                 
     7,000     Mobil.................................      590                 
    21,000     Repsol ADR............................      572                 
     7,500     Royal Dutch Petroleum ADR.............      806                 
                                                         2,636                 
TOTAL ENERGY                                             3,846                 
                                                                               
PROCESS INDUSTRIES--5.1%                                                       
DIVERSIFIED CHEMICALS--0.9%                                                    
     9,000     DuPont................................      506                 
SPECIALTY CHEMICALS--3.1%                                                      
     4,000     Avery Dennison........................      142                 
     1,000     Crompton & Knowles....................       16                 
    14,000     Great Lakes Chemical..................      798                 
    10,000     Lubrizol..............................      339                 
     6,000     Rohm & Haas...........................      343                 
                                                         1,638                 
PAPER & PAPER PRODUCTS--1.1%                                                   
    12,000     Kimberly-Clark........................      606                 
                                                                               
TOTAL PROCESS INDUSTRIES                                 2,750                 
                                                                               
MISCELLANEOUS--3.3%                                      1,781                 
                                                                               
TOTAL COMMON STOCKS (COST $40,910)                      41,840                 
                                                                               
Preferred Stocks--1.6%                                                         
     3,000     California Federal Bank, 10.625%,                               
                 Series B............................      301                 
       320     Cleveland Electric Illuminating,                                
                 8.80%, Series R.....................      255                 
    12,000     Manville, $2.70, Cum. Pfd., Series B..      279                 
TOTAL PREFERRED STOCKS (COST $838)                         835                 
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Convertible Preferred Stocks--1.2%                                             
    16,000shs. Freeport-McMoRan, Dep. Shs............     $376                 
     5,500     Newmont Mining (144a), $2.75..........      289                 
TOTAL CONVERTIBLE PREFERRED STOCKS (COST $844)             665                 
                                                                               
Convertible Bonds--0.9%                                                        
  $540,000     Rockefeller Center, 8.00%, 12/31/00...      499                 
TOTAL CONVERTIBLE BONDS (COST $527)                        499                 
                                                                               
Corporate Bonds--3.7%                                                          
   250,000     American Standard,                                              
                 Sr. Sub. Deb., 9.875%, 6/1/01.......      243                 
    35,000     American Standard,                                              
                 Sub. Deb., 9.25%, 12/1/16...........       32                 
   250,000     Imo Industries,                                                 
                 Sr. Sub. Deb., 12.00%, 11/1/01......      252                 
   230,000     Imo Industries,                                                 
                 Sr. Sub. Deb., 12.25%, 8/15/97......      230                 
   120,000     Lear Seating,                                                   
                 Sub. Notes, 8.25%, 2/1/02...........      106                 
   250,000     Paging Network,                                                 
                 Sr. Sub. Notes, 8.875%, 2/1/06......      195                 
   350,000     Southern Pacific Rail,                                          
                 Sr. Notes, 9.375%, 8/15/05..........      325                 
   500,000     Texas Bottling Group,                                           
                 Sr. Sub. Notes, 9.00%, 11/15/03.....      435                 
   200,000     Westpoint Stevens,                                              
                 Sr. Notes, 8.75%, 12/15/01..........      184                 
TOTAL CORPORATE BONDS (COST $2,182)                      2,002                 
                                                                               
U.S. Government Mortgage-Backed                                                
Securities--0.7%                                                               
   186,458     Government National Mortgage                                    
                 Assn., I, 10.00%, 4/15/18...........      198                 
   146,527     Government National Mortgage                                    
                 Assn., II, 10.50%, 12/20/20.........      154                 
TOTAL U.S. GOVERNMENT MORTGAGE-BACKED                                          
  SECURITIES (COST $368)                                   352                 
                                                                               
U.S. Government Obligations/                                                   
Agencies--0.7%                                                                 
   350,000     U.S. Treasury Notes, 4.25%, 1/31/95...      350                 
TOTAL U.S. GOVERNMENT OBLIGATIONS/AGENCIES                                     
  (COST $350)                                              350                 
                                                                               
Short-Term Investments--13.0%                                                  
BANK NOTES--0.9%                                                               
  $500,000     Huntington National Bank, VR,                                   
                 5.82%, 4/6/95.......................     $500                 
                                                                               
COMMERCIAL PAPER--10.2%                                                        
 1,000,000     Abbey National North America,                                   
                 5.50%, 2/2/95.......................      986                 
 1,000,000     Asset Securitization Cooperative,                               
                 4(2), 5.50%, 1/25/95................      986                 
 1,000,000     Countrywide Funding, 6.30%, 1/5/95....      999                 
 1,517,000     President & Fellows Harvard                                     
                 College, 6.00%, 1/3/95..............    1,516                 
 1,000,000     US West Communications,                                         
                 4(2), 6.05%, 1/12/95................      995                 
                                                         5,482                 
CERTIFICATE OF DEPOSIT--1.9%                                                   
 1,000,000     Societe Generale, 5.80%, 3/1/95.......    1,000                 
TOTAL SHORT-TERM INVESTMENTS (COST $6,982)               6,982                 
- --------------------------------------------------------------                 
TOTAL INVESTMENTS IN SECURITIES--99.9%                                         
(COST $53,001)                                          53,525                 
- --------------------------------------------------------------                 
Other Assets Less Liabilities .......................       72                 
                                                                               
NET ASSETS CONSISTING OF:                                                      
Accumulated net investment                                                     
  income - net of distributions....... $     7                                 
Accumulated realized gains/losses -                                            
  net of distributions................     157                                 
Net unrealized gain...................     524                                 
Paid-in-capital applicable to                                                  
  4,855,279 shares of $.0001 par                                               
  value capital stock outstanding;                                             
  1,000,000,000 shares authorized.....  52,909                                 
                                       -------                                 
NET ASSETS............................         $53,597                         
                                               -------                         
                                               -------                         
NET ASSET VALUE PER SHARE                       $11.04                         
                                               -------                         
                                               -------                         
- ------------------------------------------------------                         
  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."                           
144(a) 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.                                                   
   NLG Dutch guilder                                                           
    VR Variable rate                                                           
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
                                                                               
                                                                               
Statement of Operations                                                        
T. Rowe Price Dividend Growth Fund / Year Ended December 31, 1994              
                                                                               
                                                    Amounts in                 
                                                     Thousands                 
                                                    ----------                 
INVESTMENT INCOME                 
Income                                                                         
  Dividends........................................     $1,337                 
  Interest.........................................        610                 
                                                    ----------                 
  Total income.....................................      1,947                 
                                                    ----------                 
Expenses                                                                       
  Shareholder servicing............................        137                 
  Custody and accounting...........................        114                 
  Investment management............................        107                 
  Registrations....................................         38                 
  Legal and auditing...............................         23                 
  Prospectus and shareholder reports...............         20                 
  Directors........................................          9                 
  Proxy and annual meeting.........................          7                 
  Miscellaneous....................................         20                 
                                                    ----------                 
  Total expenses...................................        475                 
                                                    ----------                 
Net investment income .............................      1,472                 
                                                    ----------                 
                                                                               
REALIZED AND UNREALIZED GAIN (LOSS)                                            
Net realized gain on:                                                          
  Securities.......................................      1,672                 
  Foreign currency transactions....................          1                 
                                                    ----------                 
  Net realized gain ...............................      1,673                 
  Change in net unrealized gain or loss on             (2,077)                 
securities.........................................                            
                                                    ----------                 
Net realized and unrealized loss...................      (404)                 
                                                    ----------                 
INCREASE IN NET ASSETS FROM OPERATIONS.............     $1,068                 
                                                    ----------                 
                                                    ----------                 
- --------------------------------------------------------------                 
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Statement of Changes in Net Assets                                             
T. Rowe Price Dividend Growth Fund                                             
                                                                               

</TABLE>
<TABLE>                                                                                       
<S>                                                           <C>           <C>               
                                                                                From          
                                                                            Dec. 30, 1992     
                                                                            (Commencement     
                                                               Year Ended  of Operations) to
                                                              Dec. 31, 1994 Dec. 31, 1993      
                                                              ---------------------------      
                                                                (Amounts in thousands)         
                                                                               
INCREASE (DECREASE) IN NET ASSETS FROM                                         
Operations     
  Net investment income .....................................    $1,472         $690         
  Net realized gain .........................................     1,673          679         
  Change in net unrealized gain or loss......................    (2,077)        2,602        
                                                              ------------- -------------    
  Increase in net assets from operations.....................     1,068         3,971        
                                                              ------------- -------------    
Distributions to shareholders                                                                
  Net investment income......................................    (1,477)        (806)        
  Net realized gain..........................................    (1,570)        (521)        
                                                              ------------- -------------    
  Decrease in net assets from distributions..................    (3,047)       (1,327)       
                                                              ------------- -------------    
                                                                               
Capital share transactions/1/   
  Shares sold................................................    25,974        46,026      
  Distributions reinvested...................................     2,798         1,224      
  Shares redeemed............................................   (14,110)       (9,259)     
                                                              ------------- -------------  
  Increase in net assets from capital share transactions.....    14,662        37,991      
                                                              ------------- -------------  
Net equalization.............................................      52            127       
                                                              ------------- -------------  
Increase in net assets.......................................    12,735        40,762      
                                                                               
NET ASSETS                                                                     
Beginning of period .........................................    40,862          100      
                                                              ------------- ------------- 
End of period ...............................................    $53,597       $40,862    
                                                              ------------- ------------- 
                                                              ------------- ------------- 
- ----------------------------------------------------------------------------------------- 
<FN>                                                                           
/1/Capital share transactions (number of shares)                               
  Shares sold................................................     2,290         4,285      
  Distributions reinvested...................................      252           110       
  Shares redeemed............................................    (1,248)        (843)      
                                                              ------------- -------------  
  Increase in capital shares outstanding.....................     1,294         3,552      
                                                              ------------- -------------  
                                                              ------------- -------------  
- -----------------------------------------------------------------------------------------  
</TABLE>                                                                       
                                                                               
The accompanying notes are an integral part of these financial statements.     
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Notes to Financial Statements                                                  
T. Rowe Price Dividend Growth Fund / December 31, 1994                         
                                                                               
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                       
T.  Rowe  Price  Dividend  Growth  Fund  (the  Fund)  is  registered under the 
Investment   Company  Act  of  1940  as  a  diversified,  open-end  management 
investment company.                                                            
                                                                               
A)  Valuation  -  Equity securities listed or regularly traded on a securities 
exchange  (including  Nasdaq) are valued at the last quoted sales price on the 
day the valuations are made. A security which is listed or traded on more than 
one  exchange  is valued at the quotation on the exchange determined to be the 
primary  market  for  such  security. Other equity securities and those listed 
securities  that  are  not  traded  on  a particular day are valued at a price 
within  the  limits  of the latest bid and asked prices deemed by the Board of 
Directors, or by persons delegated by the Board, best to reflect fair value.   
    Debt  securities  are  generally traded in the over-the-counter market and 
are  valued  at a price deemed best to reflect fair value as quoted by dealers 
who  make  markets  in  these securities or by an independent pricing service. 
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 Directors.                                 
                                                                               
B)  Currency  translation  -  Assets  and  liabilities are converted 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 or losses is reflected as a component of such gains 
or losses.                                                                     
                                                                               
C)  Discounts  and  Premiums  -  Discounts and premiums on debt securities are 
amortized for both financial and tax reporting purposes.                       
                                                                               
D)  Other  - Income and expenses are recorded on the accrual basis. Investment 
transactions  are  accounted  for on the trade date. Realized gains and losses 
are reported on an identified cost basis. Dividend income and distributions to 
shareholders  are  recorded  by  the  Fund on the ex-dividend date. Income and 
capital  gain  distributions  are determined in accordance with federal income 
tax  regulations  and  may  differ  from  those  determined in accordance with 
generally  accepted  accounting  principles.  The Fund follows the practice of 
equalization  under  which  undistributed  net  investment income per share is 
unaffected by Fund shares sold or redeemed.                                    
                                                                               
NOTE 2 - INVESTMENT TRANSACTIONS                                               
Purchases  and  sales  of portfolio securities, other than short-term and U.S. 
Government  securities,  aggregated $42,083,000 and $29,230,000, respectively, 
for the year ended December 31, 1994.                                          
                                                                               
NOTE 3 - FEDERAL INCOME TAXES                                                  
No  provision  for  federal income taxes is required since the Fund intends to 
continue  to  qualify  as a regulated investment company and distribute all of 
its taxable income.                                                            
    In order for the Fund's capital accounts and distributions to shareholders 
to reflect the tax character of certain transactions, $41,000 of undistributed 
net  investment  income  was  reclassified  as  an increase to paid-in-capital 
during  the  year  ended  December 31, 1994. The results of operations and net 
assets were not affected by the reclassification.                              
    At December 31, 1994, the aggregate cost of investments for federal income 
tax  and  financial reporting purposes was $53,001,000 and net unrealized gain 
aggregated  $524,000,  of  which $2,362,000 related to appreciated investments 
and $1,838,000 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  $13,000  was payable at December 31, 1994. The fee is computed 
daily  and paid monthly, and consists of an Individual Fund Fee equal to 0.20% 
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,  1994,  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.                
    Under  the  terms  of  the investment management agreement, the Manager is 
required to bear any expenses through December 31, 1994, which would cause the 
Fund's  ratio  of  expenses  to average net assets to exceed 1.00%. Thereafter 
through  December  31, 1996, the Fund is required to reimburse the Manager for 
these  expenses,  provided that average net assets have grown or expenses have 
declined  sufficiently to allow reimbursement without causing the Fund's ratio 
of expenses to average net assets to exceed 1.10%. Pursuant to this agreement, 
$151,000  of  management  fees were not accrued by the Fund for the year ended 
December  31, 1994. Additionally, $229,000 of unaccrued fees and expenses from 
the prior period are subject to reimbursement through December 31, 1996.       
    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. 
(TRPS)  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 $169,000 for 
the year ended December 31, 1994, of which $20,000 was payable at year end.    
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Financial Highlights                                                           
T. Rowe Price Dividend Growth Fund                                             
                                                                               
                                                     For a share outstanding    
                                                     throughout each period     
                                                  ----------------------------  
                                                                       From  
                                                                 Dec. 30, 1992  
                                                                 (Commencement  
                                                  Year Ended    of Operations)
                                                                        to
                                                  Dec. 31, 1994  Dec. 31, 1993 
                                                  ------------- --------------
NET ASSET VALUE, BEGINNING OF PERIOD..............     $11.48        $10.00  
                                                  ------------- -------------- 
Investment Activities                                                           
  Net investment income...........................       0.35*         0.29*  
  Net realized and unrealized gain (loss).........      (0.11)         1.63  
                                                  ------------- -------------- 
  Total from Investment Activities................       0.24          1.92  
                                                  ------------- -------------- 
                                                                              
Distributions 
  Net investment income...........................      (0.34)        (0.29)  
  Net realized gain...............................      (0.34)        (0.15)  
                                                  ------------- --------------  
  Total Distributions.............................      (0.68)        (0.44)  
                                                  ------------- --------------  
NET ASSET VALUE, END OF PERIOD....................     $11.04        $11.48  
                                                  ------------- --------------  
                                                  ------------- --------------  
- ------------------------------------------------------------------------------  
RATIOS/SUPPLEMENTAL DATA                                                        
Total Return......................................      2.2%*         19.4%*  
Ratio of Expenses to Average Net Assets...........     1.00%*  1.00%[daggar]*
Ratio of Net Investment Income to Average Net          3.11%*  2.60%[daggar]*
Portfolio Turnover Rate...........................    71.4%    51.2%[daggar]  
Net Assets, End of Period (in thousands)..........   $53,597         $40,862  
- ------------------------------------------------------------------------------  
[daggar]Annualized.                                                            
       *Excludes expenses in excess of a 1.00%                                 
        voluntary expense limitation in effect through                         
        December 31, 1994.                                                     
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Report of Independent Accountants                                              
                                                                               
To the Board of Directors and Shareholders of                                  
T. Rowe Price Dividend Growth Fund, Inc.                                       
                                                                               
In  our  opinion,  the  accompanying  statement  of net assets and the related 
statements  of  operations  and  of changes in net assets and the selected per 
share  data  and  information  (which  appears  under  the  heading "Financial 
Highlights")  present fairly, in all material respects, the financial position 
of  the T. Rowe Price Dividend Growth Fund, Inc. at December 31, 1994, and the 
results  of its operations, the changes in its net assets and the selected per 
share  data  and  information  for  each  of  the fiscal periods presented, in 
conformity  with  generally  accepted  accounting  principles. These financial 
statements  and selected per share data and information (hereafter referred to 
as  "financial  statements")  are the responsibility of the Fund's management; 
our  responsibility  is  to  express  an opinion on these financial statements 
based  on our audits. We conducted our audits of these financial statements in 
accordance  with  generally  accepted auditing standards which require that we 
plan  and  perform  the audit to obtain reasonable assurance about whether the 
financial  statements  are  free  of  material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures in 
the  financial  statements,  assessing  the  accounting  principles  used  and 
significant estimates made by management, and evaluating the overall financial 
statement   presentation.   We   believe   that  our  audits,  which  included 
confirmation  of  securities  at  December  31,  1994  by  correspondence with 
custodians  and brokers and, where appropriate, the application of alternative 
auditing  procedures for unsettled security transactions, provide a reasonable 
basis for the opinion expressed above.                                         
                                                                               
                                                                               
PRICE WATERHOUSE LLP                                                           
                                                                               
Baltimore, Maryland                                                            
January 19, 1995                                                               
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
Shareholder Services                                                           
                                                                               
To help shareholders monitor their current investments and make decisions that 
accu-rately reflect their financial goals, T. Rowe Price offers a wide variety 
of information and services-at no extra cost.                                  
                                                                               
KNOWLEDGEABLE SERVICE                                                          
REPRESENTATIVES                                                                
BY  PHONE-Shareholder  service representatives are available from 8:00 a.m. to 
10:00  p.m.,  Monday  -  Friday, and weekends from 9:00 a.m. to 5:00 p.m., ET. 
Call  1-800-225-5132  to speak directly with a representative who will be able 
to assist you with your accounts.                                              
IN  PERSON-Visit  one  of  our  investor  center  locations  to  meet  with  a 
representative who                                                             
will  be  able to assist you with your accounts. While there, you can drop off 
applications or obtain prospectuses and other literature.                      
                                                                               
AUTOMATED 24-HOUR SERVICES                                                     
    Tele*Access[registered mark] (1-800-638-2587) provides information such as 
account  balance,  date  and  amount of your last transaction, latest dividend 
payment,  and  fund  prices  and yields. Additionally, you have the ability to 
request  prospectuses,  statements, account and tax forms; reorder checks; and 
initiate purchase, redemption, and exchange orders for identi-cally registered 
accounts.                                                                      
    PC*Access  provides the same information as Tele*Access, but on a personal 
computer                                                                       
via dial-up modem.                                                             
                                                                               
ACCOUNT SERVICES                                                               
    Checking-Write  checks  for $500 or more on any money market and bond fund 
accounts (except the High Yield Fund and Emerging Markets Bond Fund).          
    Automatic  Investing-Build  your  account  over time by investing directly 
from your bank account or paycheck with Automatic Asset Builder. Additionally, 
Automatic  Exchange enables you to set up systematic investments from one fund 
account  into another, such as from a money fund into a stock fund. A low, $50 
minimum makes it easy to get started                                           
    Automatic Withdrawal-If you need money from your fund account on a regular 
basis,                                                                         
you can establish scheduled, automatic redemptions.                            
    Dividend  and  Capital  Gains Payment Options-Reinvest all or some of your 
distributions  or  take  them  in  cash.  We  give you maximum flexibility and 
convenience.                                                                   
                                                                               
INVESTMENT INFORMATION                                                         
    Combined   Statement-A  comprehensive  overview  of  your  T.  Rowe  Price 
accounts. The summary page gives your earnings by tax category, provides total 
portfolio  value,  and  lists  your investments by type-stock, bond, and money 
market. Detail pages itemize account transactions by fund.                     
    Quarterly Shareholder Reports-Portfolio managers review the performance of 
the funds in plain language and discuss T. Rowe Price's economic outlook.      
    The  T. Rowe Price Report-A quarterly newsletter with relevant articles on 
market  trends,  personal  financial  planning,  and  T. Rowe Price's economic 
perspective.                                                                   
    Insights-A library of information that includes reports on mutual fund tax 
issues, investment strategies, and financial markets.                          
    Detailed  Investment  Guides-Our  widely  acclaimed  Asset  Mix Worksheet, 
College  Planning Kit, Retirees Financial Guide, Retirement Planning Kit (also 
available on disk for PC use), and Guide to Risk-Adjusted Performance can help 
you determine and reach your investment goals.                                 
                                                                               
DISCOUNT BROKERAGE                                                             
You can trade stocks, bonds, options, precious metals, and other securities at 
a  substantial  savings  over  regular  commission  rates.  Call a shareholder 
service representative for more information.                                   
                                                                               
                                                                               
<PAGE>                                                                         
                                                                               
                                                                               
T. Rowe Price No-Load Mutual Funds                                             
                                                                               
STABILITY                                                                      
Prime Reserve                                                                  
Summit Cash Reserves                                                           
U.S. Treasury Money                                                            
California Tax-Free Money                                                      
New York Tax-Free Money                                                        
Summit Municipal Money Market                                                  
Tax-Exempt Money                                                               
                                                                               
CONSERVATIVE INCOME                                                            
Adjustable Rate U.S. Government                                                
Short-Term Bond                                                                
Short-Term Global Income                                                       
Summit Limited-Term Bond                                                       
U.S. Treasury Intermediate                                                     
Florida Insured Intermediate Tax-Free                                          
Maryland Short-Term Tax-Free Bond                                              
Summit Municipal Intermediate                                                  
Tax-Free Insured Intermediate Bond                                             
Tax-Free Short-Intermediate                                                    
Virginia Short-Term Tax-Free Bond                                              
                                                                               
INCOME                                                                         
Global Government Bond                                                         
GNMA                                                                           
New Income                                                                     
Spectrum Income                                                                
Summit GNMA                                                                    
U.S. Treasury Long-Term                                                        
California Tax-Free Bond                                                       
Georgia Tax-Free Bond                                                          
Maryland Tax-Free Bond                                                         
New Jersey Tax-Free Bond                                                       
New York Tax-Free Bond                                                         
Summit Municipal Income                                                        
Tax-Free Income                                                                
Virginia Tax-Free Bond                                                         
                                                                               
AGGRESSIVE INCOME                                                              
Emerging Markets Bond                                                          
High Yield                                                                     
International Bond                                                             
Tax-Free High Yield                                                            
                                                                               
CONSERVATIVE GROWTH                                                            
Balanced                                                                       
Capital Appreciation                                                           
Dividend Growth                                                                
Equity Income                                                                  
Equity Index                                                                   
Growth & Income                                                                
Spectrum Growth Value                                                          
                                                                               
GROWTH                                                                         
Blue Chip Growth                                                               
European Stock                                                                 
Growth Stock                                                                   
International Stock                                                            
Japan                                                                          
Mid-Cap Growth                                                                 
New Era                                                                        
Small-Cap Value                                                                
                                                                               
AGGRESSIVE GROWTH                                                              
Capital Opportunity                                                            
International Discovery                                                        
Latin America                                                                  
New America Growth                                                             
New Asia                                                                       
New Horizons                                                                   
OTC                                                                            
Science & Technology                                                           
                                                                               
PERSONAL STRATEGY FUNDS                                                        
Personal Strategy Income                                                       
Personal Strategy Balanced                                                     
Personal Strategy Growth                                                       
                                                                               
Call  if  you  want  to  know  about  any T. Rowe Price Fund. We'll send you a 
prospectus with more complete information, including management fees and other 
expenses. Read it carefully before you invest or send money.                   
                                                                               



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