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, 1996
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:
8,636,267 shares aggregating $131,375,191
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
8,636,267 shares aggregating $131,375,191
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):
504,415 shares aggregating $7,905,836
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): $131,375,191
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 7,905,836
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 36,800,938
(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): = $102,480,089
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $31,054.57
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 21, 1997
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
February 21, 1997
T. Rowe Price Dividend Growth Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Dividend Growth Fund, Inc., a Maryland
corporation
(the "Corporation") is filing with the Securities and
Exchange
Commission a Rule 24f-2 Notice containing the
information
specified in paragraph (b)(1) of Rule 24f-2 under the
Investment
Company Act of 1940 (the "Rule"). The effect of the
Rule 24f-2
Notice, when accompanied by this opinion and by the
filing fee, if
any, payable as prescribed by paragraph (c) of the
Rule will be to
make definite the number of shares sold by the
Corporation during
the fiscal year ending December 31, 1996 in reliance
upon the
Rule, if any (the "Rule 24f-2 Shares").
We have, as counsel, participated in various corporate
and other
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 dated
February 4,
1997, 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
Corporation's
Registration Statement on Form N-1A and the form of
the Rule 24f-2
Notice being filed by the Corporation. We are
generally familiar
with the corporate 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 that was current and effective under the
Securities
Act of 1933 at the time of sale, and that the Rule
24f-2 Shares
were sold in numbers within the limits prescribed by
the Charter
of the Corporation for a 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.
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 one hundredth
of one cent ($.0001) per share. Under Maryland
law, (i) the
number of authorized shares may be increased or
decreased by
action of the Board of Directors 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 Corporation, 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 expressed 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 that
State 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
SFH&G:MKN:JLS:jlk
