PRICE T ROWE DIVIDEND GROWTH FUND INC
N-30D, 1995-08-09
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For yield, price, last transaction,
and current balance, 24 hours,
7 days a week, call:
1-800-638-2587 toll free
625-7676 Baltimore area

For assistance with your existing
fund account, call:
Shareholder Service Center
1-800-225-5132 toll free
625-6500 Baltimore area

T. Rowe Price
100 East Pratt Street
Baltimore, Maryland 21202

This report is authorized for distribution only to shareholders and to others
who have received a copy of the prospectus of the T. Rowe Price Dividend
Growth Fund.  

SemiAnnual Report

T. Rowe Price

Dividend Growth Fund

June 30, 1995

T. Rowe Price
Invest With Confidence (registered trademark)

DGF

Fellow Shareholders

U.S. stocks and bonds continued their powerful advances in the second quarter,
helping the unmanaged Standard & Poor's 500 Stock Index to its best first half
return since 1987 and eighth best since 1926. Continued earnings growth,
relatively benign inflation, and falling interest rates created an attractive
environment for stocks. Your investment in the Dividend Growth Fund rose
nicely but trailed the S&P 500 and the Lipper benchmark average. 

Performance Comparison

                         Periods Ended 6/30/95
                         _____________________

                          3 Months    6 Months
                          ________    ________

Dividend Growth Fund         5.7%       14.4%

S&P 500                      9.6        20.2

Lipper Growth & Income
  Fund Average               8.1        16.8


Dividend Distribution

On June 27, your Board of Directors declared a second quarter dividend of
$0.08 per share payable to shareholders of record on that date. You should
already have received your check or statement reflecting this distribution.
Year to date, dividends total $0.17, up from $0.15 for the same period last
year.

Market Environment

So far, our economic and market expectations for 1995 have been off the mark.
Economic growth slowed more than we thought likely, easing inflationary
pressures and allowing interest rates to fall substantially. Corporate
earnings remained strong except at many consumer-related companies, where the
slowdown has had the biggest impact. Whereas we had expected modest returns
from stocks, the combination of solid earnings, falling interest rates, and
moderate inflation led to substantial gains.

     Dividends have continued to grow much more slowly than earnings, and the
current dividend yield of the S&P 500 has fallen to a record low of 2.5%. In
the past, extremely low yields have been a reliable warning that stock prices
were too high. However, many market participants believe this time is
different, pointing out that corporations could easily pay higher dividends
but are choosing to repurchase their shares instead. Actual corporate data,
however, provide little support for this view. Although dividend payouts are
low and stock repurchases are large, both are within normal historical
boundaries. So we take the low-yield warning seriously. Dividends have
accounted for nearly 45% of stocks' total returns over the last 70 years, and
we think they will remain critical to the appeal of equities in the future.

Performance Review

After two years of strong relative performance, your fund's returns have
lagged the broad market thus far in 1995. Several higher-dividend-paying
sectors that we focus on, such as telephone companies, electric utilities,
international energy companies, and real estate investment trusts (REITs),
have been weak performers, while many low-dividend-paying sectors that we
de-emphasize, such as technology, airlines, and business services, have
produced big gains. In addition, our cash reserves, which started the year at
13% and increased to 20% at quarter-end, have acted as a drag on performance.
We're not happy about holding reserves, but as stock prices have risen, we are
finding fewer and fewer dividend growth stocks at attractive prices. Finally,
several top holdings, ALLTEL, Reader's Digest, and Sbarro, experienced
substantial price declines when their earnings growth slowed. In each case we
thought the slowdown would be temporary and took advantage of the price
declines to increase positions.

     We've had our share of winners, too. Financial services stocks, such as
Fannie Mae, Mellon Bank, Norwest, EXEL Limited, and Travelers, made big gains,
aided by falling interest rates. AlliedSignal, Hubbell, and Honeywell, our
productivity-driven manufacturing holdings, rose nicely after posting good
earnings. Accelerating worldwide growth in cellular phone usage led to solid
gains in Vodafone, and the resurgent strength of branded goods at Philip
Morris and PepsiCo brought investors back to their stocks in droves.

Portfolio Changes

As the sector diversification chart shows, your fund remains broadly
diversified among industry sectors. Noticeably absent are technology stocks,
most of which provide little in the way of dividends and, therefore, do not
meet your fund's investment criteria. 

Chart 1 - Sector Diversification

     Our largest purchase during the quarter was UNUM, the leading provider
of disability insurance in the United States. We think the company is poised
for a period of substantial and sustained growth as this niche of the
insurance industry returns to health after several years of competitive
shakeout. Our largest sale was the convertible bonds of Rockefeller Center
Properties, the REIT that holds the mortgage on Rockefeller Center in New
York. Although the owners of the property filed for bankruptcy in May, the
value of the bonds has actually risen. Preferring not to be involved in the
bankruptcy process, we elected to sell our holdings.

Outlook

Our outlook has shifted from cautiously optimistic at the start of the year to
quite cautious at present. Stock prices in relation to dividends, book value,
and normalized earnings are at or near all-time highs. We see plenty of great
companies that we would like to purchase on your behalf but precious few at
bargain prices. We plan to be patient and stick to our strategy of buying
consistent dividend growth companies, but only at reasonable prices.

As always we appreciate your confidence and support.

                                          Respectfully submitted,



                                          William J. Stromberg
                                          President and Chairman of the
                                          Investment Advisory Committee



                                          Brian C. Rogers
                                          Executive Vice President

July 19, 1995

Twenty-Five Largest Holdings

June 30, 1995

                                    Percent of
Company                             Net Assets
___________________________        ____________

Hubbell                                3.5%

Fannie Mae                             2.3

Vodafone                               2.0

UNUM                                   1.9

Philip Morris                          1.8

AlliedSignal                           1.7

Mellon Bank                            1.7

GE                                     1.5

SmithKline Beecham                     1.5

Pfizer                                 1.5

Great Lakes Chemical                   1.4

GTE                                    1.4

Royal Dutch Petroleum                  1.4

Norwest                                1.2

Exxon                                  1.2

ALLTEL                                 1.1

Reader's Digest                        1.1

Newell                                 1.1

PepsiCo                                1.1

Bell Atlantic                          1.1

Selective Insurance                    1.1

Schering-Plough                        1.1

Sbarro                                 1.0

Automatic Data Processing              1.0

Honeywell                              1.0

Total                                 36.7%

Major Portfolio Changes

Three Months Ended June 30, 1995

TEN LARGEST PURCHASES
                                    Cost (000)
                                   ____________

UNUM                                  $1,098

Reckson Associates*                      364

PMI Group*                               340

Exide Notes*                             300

Nucor*                                   250

South West Property Trust                179

Bell Atlantic                            164

Cleveland Electric Pfd. Series L*        136

Sbarro                                   135

Analysts International                   129


TEN LARGEST SALES
                                    Proceeds (000)
                                   _________________

Rockefeller Center Cv. Bond**          $   524

Toys "R" Us**                              516

Eli Lilly**                                447

Medicine Shoppe International**            424

Analysts International                     414

J.C. Penney**                              385

TRW**                                      319

SCEcorp**                                  311

Selective Insurance                        296

Vodafone                                   287

*Position added
**Position eliminated

Average Annual Compound Total Return

Periods ended June 30, 1995

         1 Year                Since Inception 12/30/92
        ________              ___________________________
         19.45%                         14.28%

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

Statement of Net Assets 

T. Rowe Price Dividend Growth Fund / June 30, 1995 (Unaudited)
(amounts in thousands, except capital stock information)
(values in thousands)

Common Stocks - 73.1%

FINANCIAL - 14.2%
                                                              Value
                                                            _________
BANK & TRUST - 5.0%
    10,000  shs.  Integra Financial. . . . . . .            $     486
    26,500        Mellon Bank. . . . . . . . . .                1,103
     6,000        Mercantile
                    Bancorporation . . . . . . .                  269
     3,000        Midlantic. . . . . . . . . . .                  120
     7,000        NationsBank. . . . . . . . . .                  375
     4,000        Northern Trust . . . . . . . .                  160
     28,00        Norwest. . . . . . . . . . . .                  805
                                                                3,318
INSURANCE - 4.9%
    10,000        EXEL . . . . . . . . . . . . .                  520
    21,000        PartnerRe Holdings ADR . . . .                  547
     5,000        PMI Group. . . . . . . . . . .                  217
    22,000        Selective Insurance. . . . . .                  720
    27,000        UNUM . . . . . . . . . . . . .                1,266
                                                                3,270
FINANCIAL SERVICES - 4.3%
    14,000        American Express . . . . . . .                  492
    16,000        Fannie Mae . . . . . . . . . .                1,510
    14,000        Travelers. . . . . . . . . . .                  613
     7,000        United Asset
                    Management . . . . . . . . .                  249
                                                                2,864

Total Financial                                                 9,452

UTILITIES - 4.8%

TELEPHONE - 3.6%
    29,000        ALLTEL . . . . . . . . . . . .                  736
    13,000        Bell Atlantic. . . . . . . . .                  728
    28,000        GTE. . . . . . . . . . . . . .                  956
                                                                2,420
ELECTRIC UTILITIES - 1.2%
    11,000        General Public Utilities . . .                  327
    13,000        NIPSCO . . . . . . . . . . . .                  442
                                                                  769

Total Utilities                                                 3,189

CONSUMER NONDURABLES - 15.6%

BEVERAGES - 2.1%
    12,000        Anheuser-Busch . . . . . . . .                  682
    16,000        PepsiCo. . . . . . . . . . . .                  730
                                                                1,412

FOOD PROCESSING - 1.5%
     7,000  shs.  CPC International. . . . . . .            $     432
     5,000        Ralston Purina . . . . . . . .                  255
    11,000        Sara Lee . . . . . . . . . . .                  314
                                                                1,001
HOSPITAL SUPPLIES/HOSPITAL 
MANAGEMENT - 0.7%
    12,000        Abbott Laboratories. . . . . .                  486

PHARMACEUTICALS - 5.7%
     3,500        American Home Products . . . .                  271
     9,000        Merck. . . . . . . . . . . . .                  441
    10,500        Pfizer . . . . . . . . . . . .                  970
    16,000        Schering-Plough. . . . . . . .                  706
    22,000        SmithKline Beecham, equity 
                    units ADR. . . . . . . . . .                  995
     5,000        Warner-Lambert . . . . . . . .                  432
                                                                3,815

MISCELLANEOUS CONSUMER PRODUCTS - 5.6%
    16,000        American Greetings
                    (Class A). . . . . . . . . .                  469
     8,500        Colgate-Palmolive. . . . . . .                  622
    13,000        Hanson ADR . . . . . . . . . .                  229
    30,000        Newell . . . . . . . . . . . .                  735
    16,000        Philip Morris. . . . . . . . .                1,190
    16,000        UST. . . . . . . . . . . . . .                  476
                                                                3,721

Total Consumer Nondurables                                     10,435

CONSUMER SERVICES - 6.2%

GENERAL MERCHANDISERS - 0.8%
     7,000        Dayton Hudson. . . . . . . . .                  502

ENTERTAINMENT & LEISURE - 2.7%
     7,000        Disney . . . . . . . . . . . .                  389
    18,000        Reader's Digest
                    (Class B). . . . . . . . . .                  736
    30,000        Sbarro . . . . . . . . . . . .                  698
                                                                1,823

MEDIA & COMMUNICATIONS - 2.7%
     5,000        Dun & Bradstreet . . . . . . .                  262
     4,000        Gannett. . . . . . . . . . . .                  217
    35,000        Vodafone ADR . . . . . . . . .                1,326
                                                                1,805

Total Consumer Services                                         4,130

CONSUMER CYCLICALS - 6.7%

BUILDING & REAL ESTATE - 6.0%
    20,000  shs.  Chelsea GCA, REIT. . . . . . .            $     540
    34,000        DeBartolo Realty, REIT . . . .                  497
    20,000        Developers Diversified
                    Realty . . . . . . . . . . .                  575
    25,000        General Growth Properties, 
                    REIT . . . . . . . . . . . .                  509
    15,000        Reckson Associates . . . . . .                  364
    45,000        South West Property Trust, 
                    REIT . . . . . . . . . . . .                  518
    30,000        Storage Trust Realty,
                    REIT . . . . . . . . . . . .                  607
    13,000        Storage USA, REIT. . . . . . .                  369
                                                                3,979

MISCELLANEOUS CONSUMER DURABLES - 0.7%
    15,000        Corning. . . . . . . . . . . .                  491

Total Consumer Cyclicals                                        4,470

TECHNOLOGY - 2.7%

ELECTRONIC SYSTEMS - 1.0%
    16,000        Honeywell. . . . . . . . . . .                  690

AEROSPACE & DEFENSE - 1.7%
    25,000        AlliedSignal . . . . . . . . .                1,113

Total Technology   . . . . . . . . . . . . . . .            1,803

CAPITAL EQUIPMENT - 5.6%

ELECTRICAL EQUIPMENT - 5.1%
    18,000        GE . . . . . . . . . . . . . .                1,015
    11,100        Hubbell (Class A). . . . . . .                  601
    31,000        Hubbell (Class B). . . . . . .                1,751
                                                                3,367

MACHINERY - 0.5%
     8,000        Teleflex . . . . . . . . . . .                  344

Total Capital Equipment                                         3,711

BUSINESS SERVICES & TRANSPORTATION - 3.4%

COMPUTER SERVICE & SOFTWARE - 1.8%
    20,000        Analysts International . . . .                  517
    11,000        Automatic Data
                    Processing . . . . . . . . .                  692
                                                                1,209

DISTRIBUTION SERVICES - 0.8%
     7,000        Alco Standard. . . . . . . . .                  559

MISCELLANEOUS BUSINESS SERVICES - 0.8%
       650     *  U.S. Industries. . . . . . . .                    9
    18,000        WMX Technologies . . . . . . .                  511
                                                                  520

Total Business Services & Transportation                        2,288

ENERGY - 7.0%

ENERGY SERVICES - 2.0%
    11,000  shs.  Halliburton. . . . . . . . . .            $     393
    11,000        Helmerich & Payne. . . . . . .                  325
    10,000        Schlumberger . . . . . . . . .                  621
                                                                1,339

INTEGRATED PETROLEUM - DOMESTIC - 0.5%
     5,000        Amoco. . . . . . . . . . . . .                  333

INTEGRATED PETROLEUM - 
INTERNATIONAL - 4.5%
    11,000        Exxon. . . . . . . . . . . . .                  777
     7,000        Mobil. . . . . . . . . . . . .                  672
    21,000        Repsol ADR . . . . . . . . . .                  664
     7,500        Royal Dutch
                    Petroleum ADR. . . . . . . .                  914
                                                                3,027

Total Energy                                                    4,699

PROCESS INDUSTRIES - 3.2%

DIVERSIFIED CHEMICALS - 0.8%
     8,000        DuPont . . . . . . . . . . . .                  550

SPECIALTY CHEMICALS - 2.4%
    16,000        Great Lakes Chemical . . . . .                  964
     8,000        Lubrizol . . . . . . . . . . .                  283
     6,000        Rohm & Haas. . . . . . . . . .                  329
                                                                1,576

Total Process Industries                                        2,126

BASIC MATERIALS - 0.4%

METALS - 0.4%
     5,000        Nucor. . . . . . . . . . . . .                  268

Total Basic Materials                                             268
Miscellaneous Common Stocks - 3.3%                              2,211
Total Common Stocks (Cost $42,166)                             48,782

Preferred Stocks - 1.6%
     3,000        California Federal Bank, 
                    10.625%, Series B. . . . . .                  323
     2,000        Cleveland Electric, $1.88 Adj., 
                    Series L . . . . . . . . . .                  142
       320        Cleveland Electric, 8.80%, 
                    Series R . . . . . . . . . .                  274
    12,000        Manville, $2.70, Cum., 
                    Series B . . . . . . . . . .                  300

Total Preferred Stocks (Cost $974)                              1,039

Convertible Preferred Stocks - 1.1%
    16,000  shs.  Freeport-McMoRan, 
                    Dep. Shs.. . . . . . . . . .            $     400
     6,000        Newmont Mining (144a), 
                    $2.75. . . . . . . . . . . .                  350

Total Convertible Preferred Stocks (Cost $869) .            750

Corporate Bonds - 3.5%

$  250,000        American Standard, Sr. Sub. 
                    Deb., 9.875%, 6/1/01 . . . .                  258
    35,000        American Standard, Sub. 
                    Deb., 9.25%, 12/1/16 . . . .                   35
   300,000        Exide, Sr. Notes (144a), 
                    10.00%, 4/15/05. . . . . . .                  308
   250,000        Imo Industries, Sr.
                    Sub. Deb., 12.00%,
                    11/1/01. . . . . . . . . . .                  259
   108,000        Imo Industries, Sr.
                    Sub. Deb., 12.25%,
                    8/15/97. . . . . . . . . . .                  108
   120,000        Lear Seating, Sub. Notes, 
                    8.25%, 2/1/02. . . . . . . .                  114
   200,000        Southern Pacific Rail,
                    Sr. Notes, 9.375%,
                    8/15/05. . . . . . . . . . .                  206
   500,000        Texas Bottling Group, Sr.
                    Sub. Notes, 9.00%,
                    11/15/03 . . . . . . . . . .                  492
   200,000        Westpoint Stevens, Sr.
                    Notes, 8.75%,
                    12/15/01 . . . . . . . . . .                  197
                                                                1,977

Miscellaneous Corporate Bonds                                     382

Total Corporate Bonds (Cost $2,351)                             2,359

U.S. Government Mortgage-
Backed Securities - 0.5%

   166,182        Government National 
                    Mortgage Assn., I, 
                    10.00%, 4/15/18. . . . . . .                  181
   132,668        Government National 
                    Mortgage Assn., II, 
                    10.50%, 12/20/20 . . . . . .                  144

Total U.S. Government Mortgage-Backed 
Securities (Cost $331)                                            325

Short-Term Investments - 20.3%

BANK NOTES - 1.5%
$1,000,000        Fifth Third Bank, 
                    6.21%, 10/27/95. . . . . . .            $   1,000

COMMERCIAL PAPER - 12.8%
 1,000,000        Caisse des Depots et 
                    Consignations, 4(2), 
                    5.95%, 7/27/95 . . . . . . .                  994
   156,000        Cargill Financial Services, 
                    6.10%, 7/3/95. . . . . . . .                  156
 1,000,000        Countrywide Funding, 
                    6.00%, 7/17/95 . . . . . . .                  995
 1,000,000        Electronic Data Systems, 
                    5.95%, 7/17/95 . . . . . . .                  993
 1,000,000        Falcon Asset Securitization, 
                    5.97%, 7/13/95 . . . . . . .                  993
 1,000,000        General Electric Capital, 
                    6.04%, 7/21/95 . . . . . . .                  983
 1,500,000        Province of Quebec, 
                    5.82%, 9/26/95 . . . . . . .                1,478
 1,000,000        U.S. Bancorp, 6.05%, 7/11/95 .                  985
 1,000,000          Yorkshire Building Society, 
                    6.00%, 7/5/95. . . . . . . .                  989
                                                                8,566

CERTIFICATES OF DEPOSIT - 6.0%

 2,000,000        Bayerische Hypotheken, 
                    6.04 - 6.11%,
                    7/14 - 8/7/95. . . . . . . .                2,000
 1,000,000        National Westminister Cd, 
                    6.01%, 8/11/95 . . . . . . .                1,000
 1,000,000        Swiss Bank, 6.01%,
                    7/21/95. . . . . . . . . . .                1,000
                                                                4,000

Total Short-Term Investments (Cost $13,566)                    13,566

Total Investments in Securities - 100.1%
  of Net Assets (Cost $60,257)                              $  66,821

Other Assets Less Liabilities                                     (35)
                                                            _________

Net Assets Consist of:                           Value
                                               ________

Accumulated net investment income -
   net of distributions. . . . . . . . . . . .  $     9
Accumulated net realized gain/loss -
   net of distributions. . . . . . . . . . . .    1,188
Net unrealized gain (loss) . . . . . . . . . .    6,564
Paid-in-capital applicable to
   5,374,575 shares of $0.0001
   par value capital stock outstanding;
   1,000,000,000 shares authorized . . . . . .   59,025
                                               ________

NET ASSETS       . . . . . . . . . . . . . . .            $ 66,786
                                                         _________
                                                         _________
NET ASSET VALUE PER SHARE. . . . . . . . . . .            $  12.43
                                                         _________
                                                         _________

    *  Non-income producing

 REIT  Real Estate Investment Trust

 4(2)  Commercial Paper sold within terms of a private placement memorandum,
       exempt from registration under section 4.2 of the Securities Act of
       1933, as amended, and may be sold only to dealers in that program or
       other "accredited investors."

 144a  Security was purchased pursuant to Rule 144a under the Securities Act
       of 1933 and may not be resold subject to that rule except to qualified
       institutional buyers - total of such securities at period-end amounts
       to 1.0% of net assets.

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

Statement of Operations

T. Rowe Price Dividend Growth Fund / Six Months Ended June 30, 1995
(Unaudited)
(in thousands)

INVESTMENT INCOME
Income
  Dividend . . . . . . . . . . . . . . . . . . . . . .    $    758
  Interest . . . . . . . . . . . . . . . . . . . . . .         442
                                                         _________
  Total income . . . . . . . . . . . . . . . . . . . .       1,200
                                                         _________
Expenses
  Investment management. . . . . . . . . . . . . . . .         136
  Shareholder servicing. . . . . . . . . . . . . . . .          86
  Custodian and accounting . . . . . . . . . . . . . .          53
  Registration . . . . . . . . . . . . . . . . . . . .          17
  Prospectus and shareholder reports . . . . . . . . .          12
  Legal and audit. . . . . . . . . . . . . . . . . . .          12
  Organization . . . . . . . . . . . . . . . . . . . .           5
  Directors. . . . . . . . . . . . . . . . . . . . . .           4
  Miscellaneous. . . . . . . . . . . . . . . . . . . .           4
                                                         _________
  Total expenses . . . . . . . . . . . . . . . . . . .         329
                                                         _________
Net investment income. . . . . . . . . . . . . . . . .         871
                                                         _________

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on securities . . . . . . . .       1,134
Change in net unrealized gain or
  loss on securities . . . . . . . . . . . . . . . . .       6,040
                                                         _________
Net realized and unrealized gain (loss). . . . . . . .       7,174
                                                         _________

INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS. . . . . . . . . . . . . . . . . . .    $  8,045
                                                         _________
                                                         _________

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

Statement of Changes in Net Assets

T. Rowe Price Dividend Growth Fund (Unaudited)
(in thousands)

                                            Six Months Ended   Year Ended
                                              June 30, 1995   Dec. 31, 1994
                                            ________________  _____________
INCREASE (DECREASE) IN NET ASSETS FROM

Operations
  Net investment income  . . . . . . . . .      $    871        $  1,472
  Net realized gain (loss) . . . . . . . .         1,134           1,673
  Change in net unrealized
    gain or loss . . . . . . . . . . . . .         6,040          (2,077)
                                               _________       _________
  Increase (decrease) in net assets
    from operations. . . . . . . . . . . .         8,045           1,068
                                               _________       _________
Distributions to shareholders
  Net investment income. . . . . . . . . .          (891)         (1,477)
  Net realized gain. . . . . . . . . . . .          (103)         (1,570)
                                               _________       _________
Decrease in net assets
    from distributions . . . . . . . . . .          (994)         (3,047)
                                               _________       _________
Capital share transactions*
  Shares sold. . . . . . . . . . . . . . .        10,858          25,974
  Distributions reinvested . . . . . . . .           888           2,798
  Shares redeemed. . . . . . . . . . . . .        (5,630)        (14,110)
                                               _________       _________
Increase (decrease) in net
     assets from capital
     share transactions. . . . . . . . . .         6,116          14,662
                                               _________       _________
  Net equalization . . . . . . . . . . . .            22              52
                                               _________       _________
NetIncrease (decrease) in net assets . . .        13,189          12,735

NET ASSETS
Beginning of period. . . . . . . . . . . .        53,597          40,862
                                               _________       _________
End of period. . . . . . . . . . . . . . .      $ 66,786        $ 53,597
                                               _________       _________
                                               _________       _________

____________________________________________________________________________

*Share information
  Shares sold. . . . . . . . . . . . . . .           926           2,290
  Distributions reinvested . . . . . . . .            74             252
  Shares redeemed. . . . . . . . . . . . .          (480)         (1,248)
                                               _________       _________
Increase (decrease) in
    shares outstanding . . . . . . . . . .           520           1,294
                                               _________       _________


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


Notes To Financial Statements

T. Rowe Price Dividend Growth Fund / June 30, 1995 (Unaudited)

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 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 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 market value.

     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 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.

C) Premiums and Discounts - Premiums and discounts 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 $15,052,000 and $15,469,000, respectively,
for the six months ended June 30, 1995.

Note 3 - Federal Income Taxes

No provision for federal income taxes is required since the fund intends to
continue to qualify as a regulated investment company and distribute all of
its taxable income

     At June 30, 1995, the aggregate cost of investments for federal income
tax and financial reporting purposes was $60,257,000 and net unrealized gain
aggregated $6,564,000, of which $6,934,000 related to appreciated investments
and $370,000 to depreciated investments.

Note 4 - Related Party Transactions

The investment management agreement between the fund and T. Rowe Price
Associates, Inc. (the Manager) provides for an annual investment management
fee, of which $17,000 was payable at June 30, 1995. 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 June 30, 1995, and for the six months 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, 1996 which would cause the
fund's ratio of expenses to average net assets to exceed 1.10%. Thereafter
through December 31, 1998, 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,
$26,000 of management fees were not accrued by the fund for the six months
ended June 30, 1995. Additionally, $380,000 of unaccrued fees and expenses
related to a previous expense limitation 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.
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 $99,000 for the six
months ended June 30, 1995, of which $22,000 was payable at period-end.

Financial Highlights

T. Rowe Price Dividend Growth Fund (Unaudited)

                                    For a share outstanding
                                     throughout each period
                            _______________________________________
                                                    From December
                                                      30, 1992
                                Six                 (Commencement
                              Months      Year     of Operations)
                               Ended      Ended          to 
                             June 30, December 31,  December 31, 
                               1995       1994          1993
                            _______________________________________

NET ASSET VALUE,
 BEGINNING OF PERIOD . . .    $11.04      $11.48       $10.00
                              ______      ______       ______
Investment Activities
  Net investment
    income . . . . . . . .      0.17#       0.35*        0.29*
  Net realized and
    unrealized
    gain (loss). . . . . .      1.41       (0.11)        1.63
                              ______      ______       ______
  Total from
    Investment
    Activities . . . . . .      1.58        0.24         1.92
                              ______      ______       ______
Distributions
  Net investment
    income . . . . . . . .     (0.17)      (0.34)       (0.29)
  Net realized
    gain . . . . . . . . .     (0.02)      (0.34)       (0.15)
                              ______      ______       ______
  Total
    Distributions. . . . .     (0.19)      (0.68)       (0.44)
                              ______      ______       ______
NET ASSET VALUE,
  END OF PERIOD. . . . . .    $12.43      $11.04       $11.48
                              ______      ______       ______
                              ______      ______       ______

RATIOS / SUPPLEMENTAL DATA 
Total Return . . . . . . .     14.4%#       2.2%*       19.4%*
Ratio of Expenses
  to Average
  Net Assets . . . . . . .     1.10%!#     1.00%*       1.00%!*
Ratio of Net
  Investment Income
  to Average 
  Net Assets . . . . . . .     2.89%!#     3.11%*       2.60%!*
Portfolio Turnover
  Rate . . . . . . . . . .      60.8%!     71.4%        51.2%!
Net Assets, End of Period
  (in thousands) . . . . .    $66,786    $53,597      $40,862

! Annualized.
* Excludes expenses in excess of a 1.00% voluntary expense limitation in
  effect through December 31, 1994.
# Excludes expenses in excess of a 1.10% voluntary expense limitation in
  effect through December 31, 1996.

Shareholder Services

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

Knowledgeable Service Representatives

By Phone-Shareholder service representatives are available from 8:00 a.m. to
10:00 p.m., Monday - Friday, and weekends from 9:00 a.m. to 5:00 p.m 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 trademark) (1-800-638-2587) provides information
such as account balance, date and amount of your last transaction, latest
dividend payment, and fund prices and yields. Additionally, you have the
ability to request prospectuses, statements, account and tax forms; reorder
checks; and initiate purchase, redemption, and exchange orders for identically
registered accounts.

     PC*Access(registered trademark) provides the same information as
Tele*Access, but on a personal computer via dial-up modem.

Account Services

     Checking-Write checks for $500 or more on any money market and most bond
fund accounts (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.

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

Short-Term Bond
Short-Term Global Income
Short-Term U.S. Government
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
Emerging Markets Stock
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.

T. Rowe Price Investment Services, Inc., Distributor.

Chart 1 - Sector Diversification - A pie chart showing the percent of the
Fund's assets invested among Consumer 26%, Financial 15%, Energy 7%, Capital
Equipment 7%, Utilities 5%, Business Services & Transportation 4%, REITS 7%,
Other 9%, Reserves 20%




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