U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
T. Rowe Price Dividend Growth Fund, Inc.
100 East Pratt Street
Baltimore, MD 21202
2. Name of each series or class of funds for which this notice is
filed:
Not Applicable
3. Investment Company Act File Number: 811-7055
Securities Act File Number: 33-49187
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
2,075,638 shares aggregating $26,138,468
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
2,075,638 shares aggregating $26,138,468
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
269,895 shares aggregating $3,567,080
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 26,138,468
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 3,567,080
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 13,532,298
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + -0-
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): = $16,173,250
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $5,576.98
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commissions's Rules of Informal and Other Procedures
(17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
Carmen F. Deyesu, Treasurer
By (Signature and Title)*
February 23, 1996
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
February 23, 1996
T. Rowe Price Dividend Growth Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Dividend Growth Fund, Inc. (the "Corporation"), a Maryland
corporation, is filing with the Securities and Exchange Commission (the
"Commission") a Rule 24f-2 Notice (the "Rule 24f-2 Notice") containing the
information contained in paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Rule"). The effect of the Rule
24f-2
Notice, when accompanied by the filing fee, if any, payable as prescribed by
paragraph (c) of the Rule and by this opinion, will be to make definite in
number
the number of shares sold by the Corporation during the fiscal year
ended
December 31, 1995 in reliance upon the Rule (the "Rule 24f-2
Shares").
We have, as counsel to the Corporation, participated in various proceedings
relating to the Corporation and to the Rule 24f-2 Shares. We have examined
copies, either certified or otherwise proven to our satisfaction to be genuine,
of its Charter and By-laws, as currently in effect, and a certificate of recent
date issued by the Department of Assessments and Taxation of the State of
Maryland, certifying the existence and good standing of the Corporation.
We have
also reviewed the form of the Rule 24f-2 Notice being filed by the
Corporation.
We are generally familiar with the business affairs of the Corporation.
The Corporation has advised us that the Rule 24f-2 Shares were
sold in the
manner contemplated by the prospectus of the Corporation current at
the time of
sale, and that the Rule 24f-2 Shares were sold in numbers within the
limits
prescribed by the Corporation's Charter for consideration not less than
the par
value thereof as required by the laws of Maryland and not less than the
net asset
value thereof as required by the Investment Company Act of 1940,
as amended.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally
existing under the laws of the State of Maryland.
2. The Corporation is authorized to issue one billion
(1,000,000,000) shares of Capital Stock, par value $.001 per
share. Under Maryland law (i) the Board of Directors of the
Corporation may increase or decrease the number of shares that
the Corporation has authority to issue, and (ii) shares which
were issued and which have subsequently been redeemed by the
Corporation are, by virtue of such redemption, restored to the
status of authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund,
and to the
filing of this opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the extent
that any opinion herein involves the law of Maryland, such opinion should be
understood to be based solely upon our review of the documents referred to
above,
the published statutes of the State of Maryland and, where applicable, published
cases, rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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