PRICE T ROWE BLUE CHIP GROWTH FUND INC
N-30D, 1994-02-15
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Fellow Shareholders

We are pleased to report that the Blue Chip Growth Fund followed its strong
inaugural quarter with good performance in its second quarter of operations.
For the three and six months since inception on July 1, the Fund outperformed
the unmanaged Standard & Poor's 500 Stock Index and the Lipper Growth Fund
Average by significant margins.

Performance Comparison

                                                Periods Ended 12/31/93
                                                3 Months     6 Months
                                                 ______________________

Blue Chip Growth Fund                              4.6%       14.3%

S&P 500                                            2.3         5.0

Lipper Growth Fund Average                         2.3         7.4


Year-End Distributions

On December 21, the Fund's Board of Directors declared a dividend of $.05 per
share and a short-term capital gain of $.14 per share, payable December 31 to
shareholders of record on December 21. In early January, we mailed your check
or statement reflecting the total distributions of $.19 per share. Form
1099-DIV, reporting the distributions for tax purposes, was mailed to you in
late January.

Market Environment

Your Fund's strong performance occurred in a global environment marked by
unsettled political and economic conditions in many countries. Unrest in the
former Soviet Union and North Korea's possible nuclear ascendancy loomed
large. Foreign economies, particularly in Japan and certain European
countries, continued to grow slowly or decline. Evidence suggested, however,
that several important European economies were stabilizing and could resume
growing in 1994. NAFTA's passage and the potential for liberalized trade with
European countries and Japan could ultimately help fuel global economic
growth. On the home front, statistical data (e.g., housing starts, auto sales)
continued to confirm that U.S. economic growth was already accelerating.
     Against this backdrop, the U.S. equity market recorded more modest gains
for the second half of 1993 than the substantial returns generated by foreign
equity markets. As is often the case, an accommodative monetary policy (and
falling interest rates) in many foreign countries provided a favorable
environment for equities. Returns on foreign stocks were also bolstered by
strong growth in certain Asian and Latin American economies and a surge of
investment assets into those markets.
     Subdued inflation and relatively low interest rates in the U.S. also
supported a reasonably good environment for equities. However, signs of
accelerating economic growth raised the specter that meaningful increases in
inflation and interest rates could occur in 1994. Based on this risk and other
factors, our view of the various market sectors has been influenced as
follows:

o    Though financial stocks have been under pressure, we believe current
     valuations reflect the risk of rising interest rates to some degree.
     Thus, quality financial companies with demonstrated earnings growth in
     diverse economic environments should perform well in 1994. 

o    Consumer nondurable stocks, which often underperform during periods of
     accelerated economic growth, have performed reasonably well. In
     particular, selected health care and consumer products stocks could
     continue to show improved performance in 1994, considering the modest
     valuation levels of these stocks.

o    Investors have been rotating in and out of cyclical stocks as
     expectations for economic growth have changed. We continue to build
     positions in well-managed companies in cyclical industries. However, we
     strive to identify cyclicals that will show strong earnings growth even
     if the economy slows.

o    Many large multinational companies (particularly those in the U.S.) may
     be poised to benefit from several emerging trends including: 1) improved
     efficiency and the companies' resultant positions as low-cost providers
     of products and services; 2) less restricted world trade; 3) a pickup in
     global economic growth; and 4) the continued strong expansion in the
     emerging economies, particularly in Latin America and Asia.

Portfolio Review

By December 31, the Fund was invested approximately 81% in common stocks and
19% in cash reserves. The largest industry and company holdings are provided
in the tables following this letter.
     In the more cyclical industrial and technology sectors, the Fund made
major investments in several companies which generated positive contributions
to performance. General Electric, which was our second largest holding as of
December 31, contributed significantly, particularly in the final three months
of 1993. The company's leadership position as a provider of low-cost products
continued to drive strong earnings growth in an improving economy.
Allied-Signal generated strong earnings growth despite continued weakness in
the aerospace industry, and improved 1994 prospects for this industry could
signal a continuance of the company's exceptional performance for the Fund. 
     Selected consumer nondurable stocks also did well. In particular, Pepsi
showed notable price appreciation over the past three months. Pfizer, a blue
chip pharmaceutical company, and several other pharmaceutical and HMO
companies were bought at attractive prices, providing meaningful contributions
to three- and six-month results. Though cognizant of the risks associated with
health care reform and the pricing pressure attributable to the growing role
of managed care groups, we believe health care companies with innovative
products and careful cost controls can continue to show solid earnings growth.
     Several holdings in the entertainment and leisure sector were also top
performers. We believe investors have not fully recognized the value of
Disney's film production, theme park, and merchandising operations (as well as
the synergy developed among these areas). An example of the synergy is the
company's ability to produce animated feature films and distribute film
character products through its extensive retailing operation. McDonald's
continues to experience strong growth in international markets, and the
company is expected to generate substantial free cash flow in the next several
years. We purchased Shoney's, the family restaurant chain, at what we believe
will prove to be an attractive valuation. By revamping its menu and restaurant
format, the company has begun to realize improved revenue growth at stores
open longer than one year. 
     Though the Fund invests overwhelmingly in domestic companies, we are
always seeking investments in high-quality international companies on a
selective basis. As our top 25 portfolio holdings notes, we did participate in
the Mexican market's strong performance through positions in companies such as
Telmex, the largest telecommunications company in Mexico. 

Outlook

Stocks remain valued in the upper quartile of their historical range.
Relatively low inflation and interest rates are the principal supports for
these valuations. Consequently, the potential for increased inflation and
higher interest rates (in response to accelerated economic growth) might cause
a correction in the equity markets. We accept that market corrections or
declines are inevitable, but they do not negate the long-term growth potential
inherent in the stock market.
     Also, we are optimistic about the prospect for liberalized world trade,
renewed global economic growth, and the improved efficiency at many U.S.
companies. These factors could help drive sharp earnings growth, particularly
for U.S.-based multinational companies. We emphasize that the Fund is managed
with a bias toward high-quality, well-managed companies with leading market
positions and sound financial fundamentals-a philosophy designed to yield
superior long-term results.
     While we would not expect to match our inaugural six-month performance
on a regular basis, we believe our disciplined search for companies with
durable, sustainable earnings growth and reasonable valuations will produce
attractive returns for shareholders over time.

                            Respectfully submitted,




                            Thomas H. Broadus, Jr.
                            President and Chairman of the
                            Investment Advisory Committee

January 28, 1994

Portfolio Highlights

Three Months Ended December 31, 1993


SECTOR DIVERSIFICATION*


                                                               Percent of
                                                               Net Assets
                                                               __________

Financial                                                         22.3%

Utilities                                                          2.6

Consumer Nondurables                                              20.9

Consumer Services                                                 12.8

Consumer Cyclicals                                                 3.1

Technology                                                         3.2

Capital Equipment                                                  6.4

Business Services & Transportation                                 5.6

Energy                                                             1.2

Process Industries                                                 2.2

Basic Materials                                                    1.1

Reserves                                                          18.6
____________________________________________________________________________

Total                                                            100.0%

*Sectors include securities listed as miscellaneous in the 
portfolio.


Twenty-Five Largest Holdings

December 31, 1993

                                                               Percent of
                                                               Net Assets
                                                               __________

Mid Ocean Limited                                                  2.2%

GE                                                                 1.8

Allied-Signal                                                      1.7

Mellon Bank                                                        1.6

PartnerRe Holdings                                                 1.6

Pfizer                                                             1.5

Albertson's                                                        1.5

PepsiCo                                                            1.5

UNUM                                                               1.4

Fannie Mae                                                         1.4

First Financial Management                                         1.4

Disney                                                             1.4

TJX                                                                1.4

Primerica                                                          1.3

Telmex                                                             1.3

Federated Department Stores                                        1.3

McArthur/Glen Realty                                               1.2

Charming Shoppes                                                   1.2

McDonald's                                                         1.2

NationsBank                                                        1.2

Money Store                                                        1.2

Chubb                                                              1.2

Chemical Banking                                                   1.1

Philip Morris                                                      1.1

Danaher                                                            1.1
______________________________________________________________________________

Total                                                             34.8%


Key Statistics

Change in N.A.V. ($10.93 to $11.24)                           $0.31*

Dividend Per Share                                             0.05

Capital Gains Per Share                                        0.14

Total Net Assets                                             $24.7 Million

*Three months ended December 31, 1993.

Chart 1 - Performance Comparison

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

Major Portfolio Changes

Three Months Ended December 31, 1993


PURCHASES

                                                          Cost
                                                        _________

PartnerRe Holdings*                                     $500,000

Charming Shoppes*                                        327,750

NationsBank*                                             279,735

McArthur/Glen Realty*                                    268,750

U.S. West*                                               256,274

Danaher                                                  246,023

Money Stores                                             246,000

Society Corp.                                            242,220

Toys "R" Us                                              239,130

First Financial Management                               213,567



SALES

                                                        Proceeds
                                                        _________

Gillette                                                $245,252

May Department Stores**                                  209,224

Dillard Department Stores**                              201,488

Forest Laboratories                                      171,254

ONBANCorp**                                              166,863

Abbott Laboratories                                      143,885

Blockbuster Entertainment                                137,997

General Mills**                                          135,888

Whirlpool                                                134,228

AMBAC**                                                  132,006


  * Position added
 ** Position eliminated

Statement of Net Assets (Value in thousands)

T. Rowe Price Blue Chip Growth Fund / December 31, 1993 


Common Stocks - 81.4%

BASIC MATERIALS - 1.1%

                                                           Value
                                                          ______
METALS - 1.1%
    2,200  shs.    Alcoa . . . . . . . . . . . . . . .  $   153
    4,500          Inco. . . . . . . . . . . . . . . .      121
                                                            274

Total Basic Materials                                       274


BUSINESS SERVICES & TRANSPORTATION - 4.1%

COMPUTER SERVICE & SOFTWARE - 2.5%

    6,200          First Financial Management. . . . .      352
    3,300        * Microsoft . . . . . . . . . . . . .      266
                                                            618


DISTRIBUTION SERVICES-0.7%
    3,000          Alco Standard . . . . . . . . . . .      164

MISCELLANEOUS BUSINESS SERVICES-0.9%
    8,500          WMX Technologies. . . . . . . . . .      224

Total Business Services & Transportation                  1,006

CAPITAL EQUIPMENT-6.4%

ELECTRICAL EQUIPMENT-1.8%
    4,200          GE. . . . . . . . . . . . . . . . .      440

MACHINERY-4.6%
    7,000        * Coltec Industries . . . . . . . . .      131
    7,300          Danaher . . . . . . . . . . . . . .      279
   16,000        * Reliance Electric (Class A) . . . .      270
    7,000          Teleflex. . . . . . . . . . . . . .      259
    8,000          TriMas. . . . . . . . . . . . . . .      195
                                                          1,134

Total Capital Equipment. . . . . . . . . . . . . . . .    1,574


CONSUMER CYCLICALS-3.1%

BUILDING & REAL ESTATE-1.2%
   12,500          McArthur/Glen Realty. . . . . . . .      305

MISCELLANEOUS CONSUMER
DURABLES-1.9%
    7,300          Corning . . . . . . . . . . . . . .      204
    4,000          Whirlpool . . . . . . . . . . . . .      266
                                                            470

Total Consumer Cyclicals . . . . . . . . . . . . . . .      775


CONSUMER NONDURABLES-20.9%

BEVERAGES-4.0%
    6,000  shs.  * Coca-Cola FEMSA, ADR. . . . . . . .  $   196
    4,200          Coke. . . . . . . . . . . . . . . .      187
    6,000          Panamerican Beverages 
                       (Class A) . . . . . . . . . . .      230
    9,000          PepsiCo . . . . . . . . . . . . . .      368
                                                            981

COSMETICS-1.0%
    4,000          Gillette. . . . . . . . . . . . . .      239

FOOD PROCESSING-2.8%
    6,000          Campbell. . . . . . . . . . . . . .      246
    7,500          McCormick . . . . . . . . . . . . .      185
   11,000          Tyson Foods (Class A) . . . . . . .      264
                                                            695

HOSPITAL SUPPLIES/
HOSPITAL MANAGEMENT-2.7%
    3,500          Abbott Laboratories . . . . . . . .      103
   10,000          National Health Laboratories. . . .      143
    4,200          U.S. Healthcare . . . . . . . . . .      242
    2,200          United HealthCare . . . . . . . . .      167
                                                            655

MISCELLANEOUS CONSUMER 
PRODUCTS-3.7%
    3,600          Colgate-Palmolive . . . . . . . . .      224
    2,200          PPG Industries. . . . . . . . . . .      167
    5,000          Philip Morris . . . . . . . . . . .      279
    6,500          Phillips-Van Heusen . . . . . . . .      244
                                                            914

PHARMACEUTICALS-6.7%
    5,000        * Forest Laboratories . . . . . . . .      238
    5,500          Johnson & Johnson . . . . . . . . .      246
    5,500          Pfizer. . . . . . . . . . . . . . .      379
    7,000        * Roberts Pharmaceutical. . . . . . .      278
    3,600          Schering-Plough . . . . . . . . . .      247
   10,000          SmithKline Beecham, 
                       equity units, ADR . . . . . . .      274
                                                          1,662

Total Consumer Nondurables                                5,146


CONSUMER SERVICES-11.8%

ENTERTAINMENT & LEISURE-3.7%
    8,200          Disney. . . . . . . . . . . . . . .      350
    5,200          McDonald's. . . . . . . . . . . . .      296
   11,000        * Shoney's. . . . . . . . . . . . . .      254
                                                            900


T. Rowe Price Blue Chip Growth Fund / Statement of Net Assets


GENERAL MERCHANDISERS-2.9%
    3,400  shs.    Dayton Hudson . . . . . . . . . . .  $   227
   12,000          TJX . . . . . . . . . . . . . . . .      350
    6,000          Wal-Mart. . . . . . . . . . . . . .      150
                                                            727

SPECIALTY MERCHANDISERS-5.2%
   14,000          Albertson's . . . . . . . . . . . .      375
      300          BLOCKBUSTER Entertainment . . . . .        9
   25,000          Charming Shoppes. . . . . . . . . .      297
   15,000        * Federated Department Stores . . . .      311
    1,000        * R.P. Scherer. . . . . . . . . . . .       38
    6,000        * Toys "R" Us . . . . . . . . . . . .      245
                                                          1,275

Total Consumer Services                                   2,902

ENERGY-1.2%

ENERGY SERVICES-0.9%
    3,800          Schlumberger. . . . . . . . . . . .      225

INTEGRATED PETROLEUM-
DOMESTIC-0.3%
      700          Atlantic Richfield. . . . . . . . .       73

Total Energy                                                298


FINANCIAL-22.2%

BANK & TRUST-8.5%
    4,700          BankAmerica . . . . . . . . . . . .      218
    7,000          Chemical Banking. . . . . . . . . .      281
    2,000          First Security. . . . . . . . . . .       52
    6,000          First Union . . . . . . . . . . . .      247
    4,000          Integra Financial . . . . . . . . .      172
    7,500          Mellon Bank . . . . . . . . . . . .      398
    6,000          NationsBank . . . . . . . . . . . .      294
    8,000          Norwest . . . . . . . . . . . . . .      195
    8,500          Society Corp. . . . . . . . . . . .      253
                                                          2,110

FINANCIAL SERVICES-5.6%
    8,000          Countrywide Credit. . . . . . . . .      201
    4,500          Fannie Mae. . . . . . . . . . . . .      353
    4,400          Green Tree Financial. . . . . . . .      211
   12,000          Money Store . . . . . . . . . . . .      290
    8,500          Primerica . . . . . . . . . . . . .      330
                                                          1,385

INSURANCE-8.1%
    3,700          Chubb . . . . . . . . . . . . . . .      288
    5,000          EXEL. . . . . . . . . . . . . . . .      222
   19,000        * Mid Ocean Limited . . . . . . . . .      537
    6,500  shs.    National Re Holdings. . . . . . . .  $   201
   18,000        * PartnerRe Holdings. . . . . . . . .      392
    6,800          UNUM. . . . . . . . . . . . . . . .      357
                                                          1,997

Total Financial                                           5,492


PROCESS INDUSTRIES-2.2%

PAPER & PAPER PRODUCTS-0.7%
    3,300          Kimberly-Clark. . . . . . . . . . .      171

SPECIALTY CHEMICALS-1.5%
    7,000          A. Schulman . . . . . . . . . . . .      236
    6,200          Crompton & Knowles. . . . . . . . .      137
                                                            373

Total Process Industries                                    544

TECHNOLOGY-3.2%

AEROSPACE & DEFENSE-1.7%
    5,300          Allied-Signal . . . . . . . . . . .      419

ELECTRONIC COMPONENTS-1.0%
    2,600          Motorola. . . . . . . . . . . . . .      240

TELECOMMUNICATIONS-0.5%
    6,000        * Novell. . . . . . . . . . . . . . .      124

Total Technology                                            783


UTILITIES-2.3%

TELEPHONE-2.3%
    4,700          Telmex, ADR . . . . . . . . . . . .      317
    5,400          U.S. WEST . . . . . . . . . . . . .      248

Total Utilities                                             565

MISCELLANEOUS-2.9%     . . . . . . . . . . . . . . . .      710

Total Common Stocks (Cost-$18,884)                       20,069


Short-Term Investments-17.9%

COMMERCIAL PAPER-17.9%

$ 1,000,000     Caisse des Depots et
                    Consignations,
                     3.30%, 1/12/94. . . . . . . . . .      993
    100,000     General Electric Capital,
                     3.26%, 5/9/94 . . . . . . . . . .       99
    153,000     Harvard University,
                     3.20%, 1/3/94 . . . . . . . . . .      153
    255,000     Kingdom of Spain,
                     3.22%, 2/15/94. . . . . . . . . .      252
    500,000     Morgan Stanley Group,
                     VRMTN, 3.475%, 3/15/95. . . . . .      500
$   500,000     Panasonic Finance,
                     3.35%, 2/4/94 . . . . . . . . . .  $   496
    500,000     PHH, 3.32%, 1/12/94. . . . . . . . . .      498
    600,000     Procter & Gamble,
                    3.15%, 4/8/94. . . . . . . . . . .      594
    300,000     Province of British Columbia,
                    3.30%, 2/11/94 . . . . . . . . . .      295
    525,000     Volkswagon Of America,
                    3.30%, 1/31/94 . . . . . . . . . .      523

Total Short-Term Investments (Cost-$4,403)                4,403


Total Investments in Securities-
99.3% (Cost $23,287)                                     24,472

Other Assets Less Liabilities-0.7%                          179

Net Assets Consisting of:
Accumulated realized gains/losses-
     net of distributions. . . . . . . . . . . . . . .  $   372
Unrealized appreciation of
    investments. . . . . . . . . . . . . . . . . . . .    1,185
Paid-in-capital applicable to
    2,194,008 shares of $0.0001 par
    value capital stock outstanding;
    1,000,000,000 shares authorized. . . . . . . . . .   23,094
                                                        _______

Net Assets-100.0%                                                   $24,651
                                                                    _______
                                                                    _______

Net Asset Value Per Share                                            $11.24
                                                                    _______
                                                                    _______

     * Non-income producing
 VRMTN Variable rate medium term note

Statement of Operations

T. Rowe Price Blue Chip Growth Fund / From June 30, 1993 (Commencement of
Operations) to December 31, 1993

                                                      Amounts in Thousands
                                                     _______________________

INVESTMENT INCOME

Income
  Dividends  . . . . . . . . . . . . . . . . . . .   $  105
  Interest . . . . . . . . . . . . . . . . . . . .       65
                                                    _______

  Total income                                                 $  170

Expenses
  Shareholder servicing fees & expenses. . . . . .       61
  Custodian and accounting fees & expenses . . . .       41
  Legal & auditing fees. . . . . . . . . . . . . .       12
  Registration fees & expenses . . . . . . . . . .        7
  Organizational expenses. . . . . . . . . . . . .        5
  Directors' fees & expenses . . . . . . . . . . .        4
  Prospectus & shareholder reports . . . . . . . .        3
  Less: Expenses reimbursed by Manager . . . . . .      (30)
                                                   ________

  Total expenses                                                  103
                                                               ______

Net investment income                                              67

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain. . . . . . . . . . . . . . . . .      703
Change in unrealized 
  appreciation or depreciation . . . . . . . . . .    1,185
                                                    _______
Net gain on investments. . . . . . . . . . . . . .              1,888
                                                             ________

INCREASE IN NET ASSETS FROM OPERATIONS                         $1,955
                                                             ________
                                                             ________

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

Statement of Changes in Net Assets

T. Rowe Price Blue Chip Growth Fund / From June 30, 1993 (Commencement of
Operations) to December 31, 1993

                                                      Amounts in Thousands
                                                     _______________________

INCREASE (DECREASE) IN NET ASSETS

Operations
  Net investment income. . . . . . . . . . . . . .            $    67
  Net realized gain on investments . . . . . . . .                703
  Change in unrealized appreciation 
       or depreciation of investments. . . . . . .              1,185
                                                              _______

  Increase in net assets from operations . . . . .              1,955
                                                              _______
Distributions to shareholders
  Net investment income. . . . . . . . . . . . . .               (106)
  Net realized gain on investments . . . . . . . .               (298)
                                                              _______
  Decrease in net assets from 
distributions to shareholders. . . . . . . . . . .               (404)
                                                              _______

Capital share transactions
  Sold 2,377 shares. . . . . . . . . . . . . . . .             25,060
  Distributions reinvested of 35 shares. . . . . .                389
  Redeemed 228 shares. . . . . . . . . . . . . . .             (2,492)
                                                              _______
  Increase in net assets from 
      capital share transactions . . . . . . . . .             22,957
                                                              _______
Net equalization . . . . . . . . . . . . . . . . .                 43
                                                              _______
Total increase . . . . . . . . . . . . . . . . . .             24,551

NET ASSETS
  Beginning of period. . . . . . . . . . . . . . .                100

  End of period. . . . . . . . . . . . . . . . . .            $24,651
                                                              _______
                                                              _______

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


Notes to Financial Statements

T. Rowe Price Blue Chip Growth Fund / December 31, 1993


Note 1-Significant Accounting Policies

T. Rowe Price Blue Chip 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.
     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) 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 which may differ from 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-Organization

The Fund was organized on April 21, 1993 and had no operations prior to June
30, 1993, other than those related to organizational matters, including the
sale of 10,000 shares of its capital stock at $10.00 per share on June 25,
1993, to T. Rowe Price Associates, Inc.

Note 3-Portfolio Transactions

Purchases and sales of portfolio securities, other than short-term and U.S.
Government securities, aggregated $23,806,000 and $5,625,000 respectively, for
the period ended December 31, 1993.

Note 4-Federal Income Taxes

No provision for federal income taxes is required since the Fund intends to
qualify as a regulated investment company and distribute all of its taxable
income.
     At December 31, 1993, the aggregate cost of investments for federal
income tax and financial reporting purposes was $23,287,000 and net unrealized
appreciation aggregated $1,185,000, of which $1,560,000 related to appreciated
investments and $375,000 to depreciated investments. 

Note 5-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, computed daily and paid monthly, consisting of an Individual Fund Fee
equal to 0.30% 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. The effective annual Group Fee rate at December 31,
1993 and for the period then ended was 0.35%. The Fund pays a pro rata portion
of the Group Fee based on the ratio of the Fund's 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 1.25%. Thereafter,
the Fund is required to reimburse the Manager for these expenses, provided
average net assets have grown or expenses have declined sufficiently so as not
to cause the Fund's ratio of expenses to average net assets to exceed 1.25% in
any month, and that no such reimbursement shall be made to the Manager after
December 31, 1996. Pursuant to this agreement, $53,000 of management fees were
not accrued by the Fund for the period ended December 31, 1993, and $30,000 of
other expenses were borne by the Manager and subject to future reimbursement. 
     T. Rowe Price Services, Inc. (TRPS) and Retirement Plan Services, Inc.
(RPS) are wholly owned subsidiaries of the Manager. TRPS provides transfer and
dividend disbursing agent functions and shareholder services for all accounts.
RPS provides subaccounting and recordkeeping services for certain retirement
accounts invested in the Fund. The Manager, under a separate agreement,
calculates the daily share price and maintains the financial records of the
Fund. For the period ended December 31, 1993 the Fund incurred fees totalling
approximately $62,000 for these services provided by related parties. At
December 31, 1993, these service fees payable were $16,000.

Financial Highlights

T. Rowe Price Blue Chip Growth Fund / From June 30, 1993 (Commencement of
Operations) to December 31, 1993

                               For a share outstanding through the period
                               ___________________________________________

NET ASSET VALUE, 
  BEGINNING OF PERIOD. . . . . . . . . .          $  10.00
                                                    ______
Investment Activities
  Net investment income. . . . . . . . .              0.05*
  Net realized and 
     unrealized gain . . . . . . . . . .              1.38
                                                    ______

Total from Investment Activities . . . .              1.43
                                                    ______
Distributions
  Net investment income. . . . . . . . .             (0.05)
  Net realized gain. . . . . . . . . . .             (0.14)
                                                    ______

Total Distributions. . . . . . . . . . .             (0.19)
                                                    ______

NET ASSET VALUE, 
  END OF PERIOD. . . . . . . . . . . . .          $  11.24
                                                    ______
                                                    ______
RATIOS / SUPPLEMENTAL DATA

Total Return . . . . . . . . . . . . . .              14.3%

Ratio of Expenses to 
  Average Net Assets . . . . . . . . . .              1.25%!*

Ratio of Net Investment 
  Income to Average Net Assets . . . . .              0.80%!

Portfolio Turnover Rate. . . . . . . . .              89.0%!

Net Assets, End of 
  Period (in thousands). . . . . . . . .          $ 24,651

Number of Shareholder Accounts, 
    End of Period. . . . . . . . . . . .             3,000


 ! Annualized
 * Excludes expenses in excess of a 1.25% voluntary expense limitation in
   effect through December 31, 1994.


Report of Independent Accountants


To the Shareholders and Board of Directors
of Blue Chip 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 T. Rowe Price Blue Chip Growth Fund, Inc. at December 31, 1993, the results
of its operations, the changes in its net assets and the selected per share
data and information for the period June 30, 1993 (commencement of operations)
to December 31, 1993, 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 audit.  We conducted our
audit 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 audit, which included confirmation of securities at December 31, 1993 by
correspondence with custodians and brokers and, where appropriate, the
application of alternative auditing procedures for unsettled security
transactions, provides a reasonable basis for the opinion expressed above.


PRICE WATERHOUSE

Baltimore, Maryland
January 19, 1994


Officers and Directors

Thomas H. Broadus, Jr., President/Director
Leo C. Bailey, Director
Donald W. Dick, Director
David K. Fagin, Director
Addison Lanier, Director
John K. Major, Director
James S. Riepe, Vice President/Director
M. David Testa, Director
Hubert D. Vos, Director
Paul M. Wythes, Director
Henry H. Hopkins, Vice President
Larry J. Puglia, Vice President
Lenora V. Hornung, Secretary
Carmen F. Deyesu, Treasurer
David S. Middleton, Controller

Chart 1-Performance Comparison

A line graph compares the 12/31/93 value of a hypothetical $10,000 investment
made in the Blue Chip Growth Fund at its inception (6/30/93) and a similar
investment made concurrently in the S&P 500.  At 12/31/93, the Fund investment
would have been worth $11,432, the Index investment would have been worth
$10,496.



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