PRICE T ROWE BLUE CHIP GROWTH FUND INC
N-30D, 1999-02-02
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                                  T. Rowe Price
- --------------------------------------------------------------------------------
                                  Annual Report
                              Blue Chip Growth Fund
- --------------------------------------------------------------------------------
                                December 31, 1998
- --------------------------------------------------------------------------------

REPORT HIGHLIGHTS
================================================================================

Blue Chip Growth Fund

*    Although  global crises  prompted  significant  volatility,  blue chip U.S.
     companies ended 1998 with strong gains.

*    For the 6- and  12-month  periods,  the Blue Chip  Growth  Fund  provided a
     strong absolute return, outperform-ing its peer group and the S&P 500.

*    Technology,   telecommunications,   and  pharmaceutical   stocks  were  top
     performers, although we achieved gains in many sectors.

*    We are concerned by stock valuations,  but believe the environment is still
     favorable for high-quality companies with durable growth.

<PAGE>

Fellow Shareholders

     Stock markets faced numerous challenges in 1998,  including economic crises
in Asia,  Latin  America,  and Russia,  the  disruption of several key financial
markets  by hedge fund  activity,  and the  impeachment  of  President  Clinton.
However,  the U.S.  stock market came roaring  back from a  substantial  midyear
correction to post solid gains.  In fact,  the Standard & Poor's 500 Stock Index
posted its fourth consecutive calendar-year return exceeding 20%.

================================================================================
Performance Comparison
- --------------------------------------------------------------------------------
Periods Ended 12/31/98                    6 Months          12 Months
- --------------------------------------------------------------------------------
Blue Chip Growth Fund                        9.69%             28.84%
S&P 500                                      9.22              28.57
Lipper Growth Funds Average                  6.21              22.86
================================================================================

     In this volatile but ultimately favorable environment,  your fund continued
to perform  reasonably  well.  For both the six and 12 months ended December 31,
1998, it  outperformed  the Lipper Growth Funds Average by a significant  margin
and the  unmanaged  S&P 500 by a smaller  margin,  while  providing  investors a
strong  absolute  return.  We have  outperformed  the S&P 500 since  the  fund's
inception on June 30, 1993.

DIVIDEND DISTRIBUTION

     On December 15, 1998,  your Board of Directors  declared an income dividend
of $0.11 per share and a long-term  capital gain distribution of $0.39 per share
to  shareholders of record on that date. The  distribution  was paid on December
17. You should  already have  received your check or statement  reflecting  this
distribution, as well as Form 1099-DIV summarizing this information for 1998 tax
purposes.

MARKET ENVIRONMENT

     The past 12 months  were highly  dramatic  for the equity  markets,  with a
harsh third quarter correction sandwiched between a solid expansion in the first
half of the year and a strong  rally at the end of the year.  Although  the U.S.
economy remained strong,  severe economic problems  overseas captured  headlines
and  heightened  volatility.  In some Asian  economies,  the troubles that first
appeared  in 1997  worsened,  and other  events  during the summer --  including
Russia's  default of its  sovereign  debt and the collapse of a prominent  hedge
fund -- darkened  the picture  further.  Brazil,  for  example,  was only one of
several  significant  foreign nations faced with daunting economic and political
challenges. Many investors were concerned that sustained instability in Asia and
Latin America could trigger  global  recession,  or at least dampen the economic
growth of their  trading  partners.  While faring  better than many  higher-risk
investments, blue chip stocks buckled under these pressures as well.
<PAGE>

================================================================================
Preparing For The Year 2000
- --------------------------------------------------------------------------------

     The Year 2000 draws closer every day, and it holds special  meaning  beyond
the arrival of a new  millennium.  The issue for investors is that many computer
programs  throughout  the world use two digits  instead of four to identify  the
year and may assume the next century starts with 1900. If these programs are not
modified,  they will not be able to correctly handle the century change when the
year  changes  from "99" to "00" on January 1, 2000,  and they will no longer be
able to perform necessary  functions.  The Year 2000 issue affects all companies
and organizations.

     T. Rowe Price has been taking steps to assure that its computer systems and
processes  are  capable  of  functioning  in the Year 2000.  Detailed  plans for
remediation efforts have been developed and are currently being executed.

OUR PLAN OF ACTION 

     We began to address these issues  several  years ago by requiring  that all
new systems process and store  four-digit  years. All critical systems have been
reprogrammed  (including business applications required to service our customers
and processing infrastructure necessary to ensure the integrity of customer data
and investments),  and they are currently being tested. Because we exchange data
electronically  with  customers and vendors,  we are working with them to assess
the  adequacy  of  their  own  compliance  efforts.  Our goal is to  ensure  the
continuation  of the same level of service to all our mutual  fund  shareholders
and clients after December 31, 1999.

     We are asking all vendors and companies we do business with for a Year 2000
compliance status, with the expectation that some organizations will not be able
to modify their interface files prior to December 31, 1999. In addition,  we are
scheduling  tests for  critical  vendors  and  companies  that  claim  Year 2000
compliance to ensure that time-related  data and calculations  function properly
as we move into the next century.

SMOOTH  TRANSITION  PLANNED 

     We believe our programs and  initiatives  will provide a smooth  transition
into the next  millennium.  We are assessing all systems  providing  products or
services to our retail mutual fund shareholders,  retirement plan sponsors,  and
participants, and we have modified them where necessary for the Year 2000.
<PAGE>

     The Securities Industry Association (SIA) is coordinating Year 2000 testing
to assure that securities  markets,  clearing  corporations,  depositories,  and
third  party  service  providers  can  send,  receive,  and  process  files  and
transactions  accurately.  In late July 1998,  the SIA  completed a beta test of
Year 2000 readiness. The test was considered successful in terms of transactions
completed  and will  serve as the basis for the  SIA's  industry-wide  approach.
During  October  1998,  T.  Rowe  Price  completed  its beta  test of Year  2000
readiness with the SIA and is ready for the industry-wide test that is scheduled
for March and April 1999.

     For a more  detailed  discussion  of our  Year  2000  effort,  as  well  as
continuing   updates   on   our   progress,    please   check   our   Web   site
(WWW.TROWEPRICE.COM).
================================================================================

     During the worst of the correction,  investors questioned the underpinnings
of  the  long  economic  expansion  in  the  U.S.  and  Europe  as  well  as the
earnings-growth  potential of many blue chip, multinational companies. They also
feared  that  economic  weakness  and a  flood  of  cheap  imports  (due  to the
devaluation of foreign  currencies)  would result in severe pricing pressure and
deflation in the U.S. There were, in fact,  signs of a meaningful  deterioration
in pricing power for a number of companies, particularly in the basic industries
and commodities areas.

     However,  there was also  encouraging  news  during  the year,  even on the
foreign  front.  Japan  appeared to  recognize  the  severity of its banking and
economic  problems  and took a much  more  aggressive  approach  to  stimulating
growth.  China's currency remained relatively stable while its economy expanded.
Growth in the U.S. and many European  countries  appeared to be on sound footing
with low  unemployment  and solid consumer  spending.  The Federal  Reserve (and
other world  monetary  authorities)  engaged in a pattern of  lowering  interest
rates,  which appeared to promote stability in financial markets and improve the
chances  of  sustained  growth.   Finally,   earnings  at  many  companies  were
surprisingly  strong -- even in areas like technology that have been affected by
the Asian crisis.

     These positive trends helped restore blue chip stock performance at the end
of the year.  The best  results  were logged by  companies  with  stable  growth
characteristics,  such as consumer stocks, financials, and pharmaceuticals.  The
technology sector also outperformed, and included a remarkable rally in Internet
stocks.

<PAGE>

Portfolio Review

     Although  your fund has less  exposure  to the  technology  sector than its
average peer,  our holdings  added  significantly  to  performance in the second
half. Our investment in AMERICA ONLINE, initiated in the first half, made a very
strong contribution despite the moderate size of the holding.  MICROSOFT, INTEL,
EMC (a leading  provider of data  storage  and  software  solutions),  and CISCO
SYSTEMS performed very well.  NOKIA, a leading maker of wireless  telephones and
telecommunication equipment, NETWORK ASSOCIATES, a top provider of software used
to detect  computer  viruses and  maintain the  security of data  networks,  and
ORACLE, the leader in database management  software,  also produced strong gains
for the fund.

     Consumer  products stocks  continued to have a substantial role in the fund
but  were  not  among  the  portfolio's   best  performers.   Nonetheless,   the
introduction of innovative products provided unit growth,  pricing  flexibility,
and strong revenue and earnings growth at several pharmaceuticals. BRISTOL-MYERS
SQUIBB and PFIZER  generated  top-tier  gains during the past six months,  while
WARNER-LAMBERT and SCHERING-PLOUGH also made strong full-year contributions.

     We maintained a substantial  position in retailing stocks because they have
been  relatively  unaffected  by the Asian  crisis and we expect many of them --
discount,  food, and drug retailers especially -- to generate earnings growth in
most economic  environments.  Long-time  holdings SAFEWAY,  CVS, HOME DEPOT, and
WAL-MART  have each  produced  powerful  improvements  in  same-store  sales and
earnings over the past several  years and were stellar  performers in the second
half of 1998. FRED MEYER, a leading West Coast food retailer,  is being acquired
by KROGER, and both holdings produced solid operating and investment results.

     [A pie  chart  based  on net  assets  as of  12/31/98  with  the  following
segments: Business services and transportation,  15%. Capital equipment, process
industries,  and basic materials,  7%.  Technology,  13%.  Consumer services and
consumer  cyclicals,  18%.  Financial,  19%. Energy and utilities,  6%. Consumer
nondurables, 18%. Reserves, 4%.]

     Entertainment,  media, and telecommunications  companies benefited from the
health of the American  consumer despite the economic turmoil in certain foreign
economies. Among the best second-half contributors were media giant TIME WARNER,
with its  significant  cable  interests,  and  MCDONALD'S,  which is  generating
improved  results as it revamps its food  delivery  systems.  Additionally,  MCI
WORLDCOM,  SBC COMMUNICATIONS  (formerly  Southwestern Bell),  ALLTEL,  AIRTOUCH
COMMUNICATIONS,  the leading  wireless  service provider which is in talks to be
acquired by Bell Atlantic/GTE, and AT&T were all solid performers.

     Financial stocks were crushed in the second and third quarters. The default
on Russian  sovereign  debt and the huge related  losses  suffered by hedge fund
Long-Term Capital Management  contributed to a severe loss of liquidity on which
global financial firms depend.  However, as investors became more confident that
the challenges were  manageable,  these stocks bounced back.  Institutions  with
limited  exposure  to Asia and  powerful  fee-generating  businesses,  which are
relatively   insensitive  to  economic   activity,   attracted  our  incremental
investment  dollars and fared  relatively  well overall.  In fact,  WELLS FARGO,
FREDDIE MAC, BANK OF NEW YORK, and FANNIE MAE each provided major  contributions
to performance in the second half.
<PAGE>

     Despite  the  crisis  of   confidence   in  the  third   quarter,   certain
manufacturing  stocks  made steady but potent  gains.  TYCO  INTERNATIONAL,  the
leading provider of fire control, security systems, and health care supplies was
a fine performer. DANAHER and GE were also rewarding.

     As always,  some stocks were  disappointing.  STARWOOD HOTELS & RESORTS was
our largest  loser in the second  half.  The company is the leading  operator of
hotels  in the U.S.  and  appears  to be  successfully  integrating  its  recent
acquisition  of ITT  (owner of  Sheraton  Hotels  and  Caesar's  World  gaming).
However,  the  company's  original  status as a paired  share REIT (real  estate
investment  trust) had to be changed as legislation  challenged  many of the tax
advantages  of this type of  structure.  Although  the company  made this change
successfully, there was some modest slippage in the company's operating earnings
goals.  As a result,  we reduced  our  position  somewhat  despite  the  stock's
extremely  attractive  valuation.  We want to see that  results  meet  ambitious
projections before making this a larger holding.

     Health  care  services  has been a very  challenging  area.  This point was
reinforced  in the second  half when even many of the  "quality"  stocks in this
sector  performed  poorly.   HEALTHSOUTH,   the  leading   outpatient  care  and
rehabilitative services provider,  announced that pressure from large commercial
health care plans could hurt 1999 profitability.  The company's balance sheet is
strong and its growth  record is  impressive;  our  recent  communications  with
management  indicate  that  pricing  problems may affect  growth,  but should be
manageable.  We reduced our position but will hold on to what remains until more
data is available.  UNITED  HEALTHCARE,  a leading HMO,  disappointed  investors
again with losses in its Medicare  business.  However,  we have seen the company
tighten expense control, retrench from loss-generating  businesses, and focus on
rewarding  shareholders  through share  repurchase and other  concrete  actions.
Consequently, we have increased our holding.

Strategy

     Our investment strategy continues to focus on maintaining positions in core
holdings  as long as the  fundamentals  remain  strong  and the  valuations  are
reasonable.  Consequently,  much of the substantial  cash flow the fund received
was invested  opportunistically in existing holdings. For example,  additions to
Freddie Mac,  Microsoft,  CBS, and ASSOCIATES FIRST CAPITAL were large enough to
be listed among our 10 largest purchases for the past six months.

     However, we did establish some major new positions. Bank of New York is one
of the oldest and most profitable banks in the world.  With leading positions in
several  processing  businesses,  it generates a relatively  high  percentage of
profits from recurring revenues and performed very well in 1998.
<PAGE>

     We also bought two  securities in the face of market  skepticism  that have
generated  strong  investment  gains to date.  HBOC is the  leading  provider of
software and information processing solutions to health care companies.  HBOC is
being  acquired  by  MCKESSON,  a major  drug  distributor.  The market has been
doubtful that this combination  makes strategic sense.  However,  both companies
are well managed,  and current business prospects are very strong. While it will
take careful coordination to realize their goal of becoming the best resource to
help health care organizations  manage  information  (including patient outcomes
data) more  effectively  and  efficiently,  the rewards to the company  could be
substantial.

     As we noted in our last report,  CBS has transformed  itself into a leading
provider of radio and  television  broadcasting  services.  In  particular,  the
larger  and much  more  profitable  radio  broadcasting  business  has  dominant
positions in most leading markets and continues to thrive. The management at CBS
realized that its radio business,  consisting of the old Group  Westinghouse and
Infinity  operations,  was its most attractive asset and we bought shares in the
resulting Infinity spin-off.

Outlook

     The market  continues to face several  challenges,  including the risk of a
global  economic  slowdown  stemming from problems in Latin America and Asia and
the  current  impeachment  proceedings.  While  the  challenges  should  not  be
underestimated,  the overall environment for U.S. equities, including inflation,
interest rates,  mutual fund inflows,  and corporate  earnings,  continues to be
positive.  On balance, the primary challenge for future stock performance may be
the outstanding  gains of the recent past. Stock valuations  remain expensive by
all  conventional  measures,  particularly as evidenced by the  historically low
dividend yield on the S&P 500.

     We  realize  that sound  investing  must be driven by the  outlook  for the
general  investment  environment,  anticipated  company  earnings,  and  careful
selection of stocks at reasonable  valuations.  Considering  these  factors,  we
believe the outlook for U.S. stocks and your fund remains favorable:

*    Despite the concerns regarding a slowdown and possible deflation,  economic
     data support the thesis that the economy is growing at a moderate pace.

*    Earnings growth is very strong at many high-quality U.S. companies, and the
     valuations of selected companies remain reasonable.

*    Many of the  most  attractive  companies  in our  universe  have  topnotch,
     entrepreneurial  management  and sound  business  models.  Through  careful
     management of costs and proper  incentives,  many of these management teams
     have  improved the  competitiveness  of their  businesses  and improved the
     durability and predictability of earnings.
<PAGE>

*    Many of our  holdings  generate  significant  amounts  of free  cash  flow.
     Shareholder-oriented  management  can  be  trusted  to  use  this  cash  to
     repurchase  shares or make  acquisitions  in a manner  that often  enhances
     stock performance over time. This may prove to be particularly advantageous
     if a challenging  environment  depresses stock values or opens the door for
     potential acquisitions.

     The stock  market  will not always go up,  but we  believe  we can  enhance
returns and lower risk over time by  investing  in  companies  that can generate
earnings growth regardless of the economic or interest rate environment,  and by
buying  them at  reasonable  valuations.  As always,  we strive to own blue chip
companies  with  leading  market  positions,  seasoned  management,  and  strong
financial  fundamentals because we believe they will provide superior investment
results. We appreciate your continued support in this endeavor.

Respectfully submitted,

/s/

Larry J. Puglia
President and Chairman of the Investment Advisory Committee
January 23, 1999

<PAGE>

T. Rowe Price Blue Chip Growth Fund 
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================================================================================
Portfolio Highlights 
- --------------------------------------------------------------------------------

TWENTY-FIVE LARGEST HOLDINGS 
                                                                      Percent of
                                                                      Net Assets
                                                                        12/31/98
MCI WorldCom ..............................................                 2.4%
Tyco International ........................................                 2.3
Freddie Mac ...............................................                 2.2
Citigroup .................................................                 2.1
Microsoft .................................................                 2.0
Wells Fargo ...............................................                 1.8
Bristol-Myers Squibb ......................................                 1.7
Danaher ...................................................                 1.5
Safeway ...................................................                 1.5
Fannie Mae ................................................                 1.4
Time Warner ...............................................                 1.4
Pfizer ....................................................                 1.4
Warner-Lambert ............................................                 1.3
Merck .....................................................                 1.3
GE ........................................................                 1.3
Intel .....................................................                 1.2
AlliedSignal ..............................................                 1.2
Philip Morris .............................................                 1.2
Waste Management ..........................................                 1.2
America Online ............................................                 1.2
SBC Communications ........................................                 1.2
Network Associates ........................................                 1.1
CVS .......................................................                 1.1
First Union ...............................................                 1.1
Mobil .....................................................                 1.0
Total .....................................................                37.1%
================================================================================


<PAGE>

T. Rowe Price Blue Chip Growth Fund 
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================================================================================
Portfolio Highlights 
- --------------------------------------------------------------------------------

MAJOR PORTFOLIO CHANGES
Listed in descending order of size 

6 Months Ended 12/31/98

Ten Largest Purchases   
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Bank of New York *
HBO *
Infinity Broadcasting *
Saks *
Freddie Mac
Microsoft
Fox Entertainment Group *
CBS
Associates First Capital
McKesson *

Ten Largest Sales
- --------------------------------------------------------------------------------
Tellabs
U.S. Bancorp
Bank One
BankBoston **
SLM Holdings **
National City
Honeywell **
Biogen
Abbott Laboratories **
Washington Mutual **

*    Position added
**   Position eliminated
================================================================================

<PAGE>

T. Rowe Price Blue Chip Growth Fund 
- --------------------------------------------------------------------------------

================================================================================
Performance Comparison 
- --------------------------------------------------------------------------------

     This chart shows the value of a hypothetical $10,000 investment in the fund
over the past 10 fiscal  year  periods or since  inception  (for  funds  lacking
10-year  records).  The result is compared with a broad-based  average or index.
The index return does not reflect  expenses,  which have been  deducted from the
fund's return.

[Blue Chip Growth Fund SEC graph shown here]

================================================================================
Average Annual Compound Total Return 
- --------------------------------------------------------------------------------

     This table shows how the fund would have  performed each year if its actual
(or  cumulative)  returns  for the  periods  shown had been earned at a constant
rate.

================================================================================
                                                                Since  Inception
Periods Ended 12/31/98      1 Year    3 Years    5 Years    Inception       Date
Blue Chip Growth Fund       28.84%     28.05%     23.89%       24.48%    6/30/93

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

<PAGE>

T. Rowe Price Blue Chip Growth Fund 
- --------------------------------------------------------------------------------

<TABLE>
                                           For a share outstanding throughout each period
====================================================================================================================================
Financial Highlights 
<CAPTION>
                                                       Year                            
                                                      Ended                           
                                                   12/31/98           12/31/97         12/31/96         12/31/95         12/31/94
<S>                                                     <C>                <C>              <C>              <C>               <C>
NET ASSET VALUE
Beginning of period ......................        $   24.17          $   19.06          $ 15.09          $ 11.11           $11.24
Investment activities
        Net investment income ............             0.11               0.13             0.14             0.16*            0.12*
        Net realized and
        unrealized gain (loss) ...........             6.82               5.12             4.05             4.05            (0.03)
        Total from
        investment activities ............             6.93               5.25             4.19             4.21             0.09
Distributions
        Net investment income ............            (0.11)             (0.12)           (0.14)           (0.15)           (0.10)
        Net realized gain ................            (0.39)             (0.02)           (0.08)           (0.08)           (0.12)
        Total distributions ..............            (0.50)             (0.14)           (0.22)           (0.23)           (0.22)
NET ASSET VALUE
End of period ............................        $   30.60          $   24.17          $ 19.06          $ 15.09           $11.11
Ratios/Supplemental Data
Total return^ ............................            28.84%             27.56%           27.75%           37.90%*           0.80%*
Ratio of expenses to
average net assets .......................             0.91%              0.95%            1.12%            1.25%*           1.25%*
Ratio of net investment
income to average
net assets ...............................             0.43%              0.86%            0.87%            1.27%*           1.05%*
Portfolio turnover rate ..................             34.5%              23.7%            26.3%            38.1%            75.0%
Net assets, end of period
(in millions) ............................        $   4,330          $   2,345          $   540          $   146           $   39

<FN>
^    Total return  reflects the rate that an investor  would have earned on an investment  in the fund during each period,  assuming
     reinvestment of all distributions.
*    Excludes expenses in excess of a 1.25% voluntary expense limitation in effect through 12/31/96. 12
</FN>
</TABLE>

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



<PAGE>

T. Rowe Price Blue Chip Growth Fund 
- --------------------------------------------------------------------------------
                                                               December 31, 1998

================================================================================
Statement of Net Assets 
                                                                   Shares  Value
- --------------------------------------------------------------------------------
                                                                    In thousands

Common Stocks  96.5%
FINANCIAL  18.3%
Bank and Trust  9.1%
Bank of New York .................................      1,100,000      $  44,275
Bank One .........................................        300,000         15,319
BankAmerica ......................................        650,000         39,081
Chase Manhattan ..................................        430,000         29,267
Citigroup ........................................      1,810,499         89,620
First Union ......................................        750,000         45,609
Mellon Bank ......................................        565,000         38,844
National City ....................................         50,000          3,625
State Street .....................................         70,000          4,869
U.S. Bancorp .....................................        170,000          6,035
Wells Fargo ......................................      1,925,000         76,880
                                                                         393,424

Insurance  3.1%
ACE Limited ......................................      1,000,000         34,438
Allstate .........................................        250,000          9,656
American International Group .....................         64,000          6,184
EXEL (Class A) ...................................        560,300         42,022
Travelers Property Casualty (Class A) ............        590,000         18,290
UNUM .............................................        380,000         22,183
                                                                         132,773

Financial Services  6.1%
American Express .................................        271,000         27,710
Associates First Capital (Class A) ...............        770,000         32,629
Capital One Financial ............................        214,000         24,610
Fannie Mae .......................................        809,000         59,866
Freddie Mac ......................................      1,450,000         93,434
Household International ..........................        130,000          5,151
Morgan Stanley Dean Witter .......................        226,000         16,046
Providian Financial ..............................         75,000          5,625
                                                                         265,071
Total Financial ..................................                       791,268
<PAGE>

UTILITIES  3.2%
Telephone Services  3.2%
ALLTEL ...........................................        590,000        $35,289
AT&T .............................................        380,000         28,595
GTE ..............................................        236,000         15,340
SBC Communications ...............................        932,000         49,979
Telebras ADR * ...................................        100,000          7,269
Total Utilities ..................................                       136,472

CONSUMER NONDURABLES  18.1%
Cosmetics  0.3%
Gillette .........................................        300,000         14,494
                                                                          14,494

Beverages  0.8%
Coca-Cola ........................................        100,000          6,687
PepsiCo ..........................................        740,000         30,294
                                                                          36,981

Food Processing  1.6%
Campbell .........................................        235,000         12,925
General Mills ....................................         50,000          3,888
Heinz ............................................        235,000         13,307
Ralston Purina ...................................        300,000          9,712
Sara Lee .........................................      1,010,000         28,469
                                                                          68,301

Hospital Supplies/Hospital Management  1.4%
Arterial Vascular Engineering * ..................        160,000          8,385
Guidant ..........................................        200,000         22,050
HealthSouth * ....................................      1,000,000         15,437
Medtronic ........................................        110,000          8,168
Steris * .........................................        200,000          5,688
                                                                          59,728

Pharmaceuticals  9.6%
American Home Products ...........................        662,000         37,279
Biogen * .........................................        303,700         25,188
Bristol-Myers Squibb .............................        545,000         72,928
Eli Lilly ........................................        356,000         31,640
Johnson & Johnson ................................        350,000         29,356
Merck ............................................        376,000       $ 55,530
Pfizer ...........................................        470,000         58,956
Pharmacia & Upjohn ...............................        115,000          6,512
Schering-Plough ..................................        750,000         41,437
Warner-Lambert ...................................        775,000         58,270
                                                                         417,096

Health Care Services  0.8%
United HealthCare ................................       764,000          32,900
                                                                          32,900
<PAGE>

Miscellaneous Consumer Products  3.6%
Colgate-Palmolive ................................        250,000         23,219
Hasbro ...........................................        680,000         24,565
Newell ...........................................        415,000         17,119
Philip Morris ....................................        985,000         52,697
Procter & Gamble .................................        250,000         22,828
Service Corp. International ......................        370,000         14,083
                                                                         154,511
Total Consumer Nondurables .......................                       784,011

CONSUMER SERVICES  15.3%
General Merchandisers  3.2%
Dayton Hudson ....................................        150,000          8,138
Fred Meyer * .....................................        750,000         45,187
Saks * ...........................................        845,000         26,670
Wal-Mart .........................................        520,000         42,348
Warnaco Group (Class A) ..........................        700,000         17,675
                                                                         140,018

Specialty Merchandisers  4.8%
CVS ..............................................        830,524         45,679
Home Depot .......................................        575,000         35,183
Kroger * .........................................        220,000         13,310
McKesson .........................................        250,000         19,765
Rite Aid .........................................        575,000         28,498
Safeway * ........................................      1,042,000         63,497
                                                                         205,932

Entertainment and Leisure  2.1%
Carnival (Class A) ...............................        575,000         27,600
Disney ...........................................        400,000         12,000
McDonald's .......................................        430,000        $32,949
US WEST Media * ..................................        400,000         18,800
                                                                          91,349

Media and Communications  5.2%
CBS ..............................................      1,300,000         42,575
Chancellor Media * ...............................        170,000          8,134
Clear Channel Communications * ...................        300,000         16,350
Fox Entertainment Group * ........................        880,000         22,165
Infinity Broadcasting * ..........................      1,365,700         37,386
Time Warner ......................................        950,000         58,959
Tribune ..........................................        475,000         31,350
Valassis Communications * ........................        200,000         10,325
                                                                         227,244
Total Consumer Services ..........................                       664,543

CONSUMER CYCLICALS  2.2%
Automobiles and Related  0.7%
Federal-Mogul ....................................        370,000         22,015
SPX * ............................................        115,000          7,705
                                                                          29,720
<PAGE>

Building and Real Estate  0.9%
Crescent Real Estate Equities, REIT ..............        650,000         14,950
Starwood Hotels & Resorts, REIT ..................      1,060,000         24,049
                                                                          38,999

Miscellaneous Consumer Durables  0.6%
Masco ............................................        890,000         25,587
                                                                          25,587
Total Consumer Cyclicals .........................                        94,306

TECHNOLOGY  13.2%
Electronic Components  3.7%
EMC * ............................................        415,000         35,275
Intel ............................................        449,000         53,220
Linear Technology ................................        150,000         13,430
Maxim Integrated Products * ......................        500,000         21,828
Texas Instruments ................................        210,000         17,968
Xilinx * .........................................        310,000         20,179
                                                                         161,900

Electronic Systems  1.5%
Hewlett-Packard ..................................        370,000        $25,276
Nokia ADR ........................................        325,000         39,142
                                                                          64,418

Information Processing  1.3%
COMPAQ Computer ..................................        325,000         13,630
Dell Computer * ..................................        271,000         19,842
IBM ..............................................        121,000         22,355
                                                                          55,827

Office Automation  0.4%
Ceridian * .......................................        250,000         17,453
                                                                          17,453

Specialized Computer  0.4%
Sun Microsystems * ...............................        220,000         18,824
                                                                          18,824

Telecommunications Equipment  4.4%
AirTouch Communications * ........................        475,000         34,260
Cisco Systems * ..................................        475,000         44,101
Lucent Technologies ..............................         34,000          3,740
MCI WorldCom * ...................................      1,436,633        103,123
Tellabs * ........................................        100,000          6,856
                                                                         192,080

Aerospace and Defense  1.5%
AlliedSignal .....................................      1,200,000         53,175
Raytheon (Class B) ...............................        190,000         10,117
                                                                          63,292
Total Technology .................................                       573,794
<PAGE>

CAPITAL EQUIPMENT  5.5%
Electrical Equipment  3.6%
GE ...............................................        541,000         55,215
Tyco International ...............................      1,346,331        101,564
                                                                         156,779

Machinery  1.9%
Danaher ..........................................      1,180,000         64,089
Teleflex .........................................        400,000         18,250
                                                                          82,339
Total Capital Equipment ..........................                       239,118

BUSINESS SERVICES AND 
TRANSPORTATION  15.2%
Computer Service and Software  10.6%
Adobe Systems ....................................        100,000      $   4,681
America Online ...................................        325,000         50,050
Ascend Communications * ..........................        160,000         10,525
Automatic Data Processing ........................        430,000         34,481
BMC Software * ...................................        770,000         34,337
Computer Associates ..............................        130,000          5,541
Compuware * ......................................        250,000         19,523
First Data .......................................        820,106         25,987
Galileo International ............................        500,700         21,780
HBO ..............................................      1,210,000         34,750
Microsoft * ......................................        626,000         86,721
Network Associates * .............................        700,000         46,441
Oracle * .........................................        590,000         25,462
Parametric Technology * ..........................      1,580,000         25,675
Sterling Commerce * ..............................        415,000         18,675
SunGard Data Systems * ...........................        350,000         13,891
                                                                         458,520

Distribution Services  0.6%
Cardinal Health ..................................        150,630         11,429
U.S. Foodservice * ...............................        340,620         16,690
                                                                          28,119

Environmental  0.2%
Rentokil Group (GBP) .............................        900,000          6,786
                                                                           6,786

Miscellaneous Business Services  3.1%
Cendant * ........................................        700,000         13,344
Equifax ..........................................        340,000         11,624
H&R Block ........................................        470,000         21,150
Omnicom ..........................................        610,000         35,380
Waste Management .................................      1,090,000         50,821
                                                                         132,319
<PAGE>

Railroads  0.7%
Burlington Northern Santa Fe .....................        380,000         12,825
Norfolk Southern .................................        610,000         19,329
                                                                          32,154
Total Business Services and Transportation .......                       657,898

ENERGY  2.7%
Energy Services  0.5%
Halliburton ......................................        600,000        $17,775
Schlumberger .....................................        100,000          4,613
                                                                          22,388

Integrated Petroleum-Domestic  0.7%
British Petroleum ADR ............................        220,000         20,900
USX-Marathon .....................................        340,000         10,243
                                                                          31,143

Integrated Petroleum - International  1.5%
Chevron ..........................................        200,000         16,587
Mobil ............................................        520,000         45,305
                                                                          61,892
Total Energy .....................................                       115,423

PROCESS INDUSTRIES  1.4%
Specialty Chemicals  0.3%
Great Lakes Chemical .............................        300,000         12,000
                                                                          12,000

Paper and Paper Products  1.1%
Fort James .......................................        470,000         18,800
Kimberly-Clark ...................................        520,000         28,340
                                                                          47,140
Total Process Industries .........................                        59,140

MISCELLANEOUS  1.4%
Berkshire Hathaway (Class A) * ...................            250         17,500
Other Miscellaneous ..............................                        43,584
Total Miscellaneous ..............................                        61,084
Total Common Stocks (Cost $3,033,681) ............                     4,177,057

Short-Term Investments  3.2%
Money Market Funds  3.2%
Reserve Investment Fund, 5.42% # .................    140,222,718        140,223
Total Short-Term Investments (Cost $140,223) .....                       140,223

Total Investments in Securities
99.7% of Net Assets (Cost $3,173,904) ............                   $ 4,317,280

Other Assets Less Liabilities ....................                        12,854
<PAGE>

NET ASSETS .......................................                   $ 4,330,134
Net Assets Consist of:
Accumulated net realized gain/loss - net of distributions            $     8,507
Net unrealized gain (loss)                                             1,143,376
Paid-in-capital applicable to 141,517,395 shares of $0.0001 par
value capital stock outstanding; 1,000,000,000 shares authorized       3,178,251

NET ASSETS .......................................                   $ 4,330,134

NET ASSET VALUE PER SHARE ........................                   $     30.60

#      Seven-day yield
*      Non-income producing
ADR    American Depository Receipt
REIT   Real Estate Investment Trust
GBP    British sterling

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

<PAGE>

T. Rowe Price Blue Chip Growth Fund 
- --------------------------------------------------------------------------------

================================================================================
Statement of Operations 
- --------------------------------------------------------------------------------
In thousands 

                                                                            Year
                                                                           Ended
                                                                        12/31/98
Investment Income
Income
        Dividend ................................................       $ 32,524
        Interest ................................................         10,481
        Total income ............................................         43,005
Expenses
        Investment management ...................................         19,869
        Shareholder servicing ...................................          8,197
        Registration ............................................            487
        Prospectus and shareholder reports ......................            305
        Custody and accounting ..................................            182
        Legal and audit .........................................             14
        Directors ...............................................             14
        Miscellaneous ...........................................             28
        Total expenses ..........................................         29,096
Net investment income ...........................................         13,909

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on securities ..........................         66,217
Change in net unrealized gain or loss on securities .............        754,612
Net realized and unrealized gain (loss) .........................        820,829

INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS ..........................................       $834,738

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

<PAGE>

T. Rowe Price Blue Chip Growth Fund 
- --------------------------------------------------------------------------------
<TABLE>

====================================================================================================================================
Statement of Changes in Net Assets 
- ------------------------------------------------------------------------------------------------------------------------------------
In thousands 
<CAPTION>

                                                                                                      Year
                                                                                                     Ended
                                                                                                  12/31/98                 12/31/97
<S>                                                                                                    <C>                      <C>
Increase (Decrease) in Net Assets
Operations
        Net investment income ....................................................             $    13,909              $    11,955
        Net realized gain (loss) .................................................                  66,217                   (3,900)
        Change in net unrealized gain or loss ....................................                 754,612                  303,584
        Increase (decrease) in net assets from operations ........................                 834,738                  311,639
Distributions to shareholders
        Net investment income ....................................................                 (15,078)                 (11,113)
        Net realized gain ........................................................                 (53,457)                  (1,852)
        Decrease in net assets from distributions ................................                 (68,535)                 (12,965)
Capital share transactions *
        Shares sold ..............................................................               1,971,557                1,862,992
        Distributions reinvested .................................................                  67,284                   12,659
        Shares redeemed ..........................................................                (819,465)                (369,444)
        Increase (decrease) in net assets from capital
        share transactions .......................................................               1,219,376                1,506,207
Net Assets
Increase (decrease) during period ................................................               1,985,579                1,804,881
Beginning of period ..............................................................               2,344,555                  539,674
End of period ....................................................................             $ 4,330,134              $ 2,344,555
*Share information
        Shares sold ..............................................................                  72,851                   85,107
        Distributions reinvested .................................................                   2,377                      535
        Shares redeemed ..........................................................                 (30,731)                 (16,932)
        Increase (decrease) in shares outstanding ................................                  44,497                   68,710
</TABLE>

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

<PAGE>

T. Rowe Price Blue Chip Growth Fund
- --------------------------------------------------------------------------------
                                                               December 31, 1998

================================================================================
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

     T. Rowe Price Blue Chip Growth Fund,  Inc. (the fund) is  registered  under
the  Investment  Company  Act of  1940  as a  diversified,  open-end  management
investment company and commenced operations on June 30, 1993.

     The  accompanying  financial  statements  are prepared in  accordance  with
generally  accepted  accounting  principles for the investment company industry;
these principles may require the use of estimates by fund management.

     VALUATION  Equity  securities  listed or  regularly  traded on a securities
exchange 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.  Listed  securities  not  traded on a  particular  day and  securities
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.

     Investments  in mutual  funds are valued at the closing net asset value per
share of the mutual fund on the day of valuation.

     For purposes of determining the fund's net asset value per share,  the U.S.
dollar  value of all  assets  and  liabilities  initially  expressed  in foreign
currencies  is  determined by using the mean of the bid and offer prices of such
currencies against U.S. dollars quoted by a major bank.

     Assets  and  liabilities  for  which  the above  valuation  procedures  are
inappropriate  or are deemed not to reflect  fair value are stated at fair value
as determined in good faith by or under the  supervision  of the officers of the
fund, as authorized by the Board of Directors.

     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.

     PREMIUMS AND  DISCOUNTS  Premiums  and  discounts  on debt  securities  are
amortized for both financial reporting and tax purposes.
<PAGE>

     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 the 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.

NOTE 2 - INVESTMENT TRANSACTIONS

     Purchases  and  sales  of  portfolio  securities,   other  than  short-term
securities, aggregated $2,289,298,000 and $1,039,135,000,  respectively, for the
year ended December 31, 1998.

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.  The fund utilized  capital loss  carryforwards of $2,275,000 in
1998.

     In order for the fund's capital accounts and  distributions to shareholders
to  reflect  the  tax   character  of  certain   transactions,   the   following
reclassifications were made during the year ended December 31, 1998. The results
of operations and net assets were not affected by the  increases/(decreases)  to
these accounts.

- --------------------------------------------------------------------------------
Undistributed net investment income                                   $ 376,000
Undistributed net realized gain                                        (371,000)
Paid-in-capital                                                          (5,000)

     At December  31,  1998,  the cost of  investments  for  federal  income tax
purposes  was  substantially  the same as for  financial  reporting  and totaled
$3,173,904,000.  Net unrealized gain aggregated $1,143,376,000 at period end, of
which  $1,221,928,000  related to  appreciated  investments  and  $78,552,000 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  $2,137,000 was payable at December 31, 1998. The fee is computed daily
and paid  monthly,  and  consists  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 0.30% for  assets in excess of $80  billion.  At
December 31, 1998, and for the year then ended,  the effective  annual group fee
rate was  0.32% . The fund pays a  pro-rata  share of the group fee based on the
ratio of its net assets to those of the group.
<PAGE>

     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  $5,805,000 for the year ended
December 31, 1998, of which $576,000 was payable at period-end.

     Additionally,  the fund is one of  several T. Rowe  Price-sponsored  mutual
funds  (underlying  funds) in which the T. Rowe Price Spectrum Funds  (Spectrum)
may invest.  Spectrum does not invest in the underlying funds for the purpose of
exercising  management  or control.  Expenses  associated  with the operation of
Spectrum are borne by each underlying fund to the extent of estimated savings to
it and in proportion to the average daily value of its shares owned by Spectrum,
pursuant  to  special  servicing  agreements  between  and among  Spectrum,  the
underlying  funds,  T. Rowe Price,  and,  in the case of T. Rowe Price  Spectrum
International,  Rowe  Price-Fleming  International.  Spectrum  Growth  Fund held
approximately  8.3% of the  outstanding  shares of the Blue Chip  Growth Fund at
December 31, 1998. For the year then ended,  the fund was allocated  $826,000 of
Spectrum expenses.

     The fund may invest in the Reserve  Investment Fund and Government  Reserve
Investment  Fund   (collectively,   the  Reserve  Funds),   open-end  management
investment companies managed by T. Rowe Price Associates, Inc. The Reserve Funds
are offered as cash  management  options only to mutual funds and other accounts
managed by T. Rowe Price and its affiliates and are not available to the public.
The Reserve  Funds pay no investment  management  fees.  Distributions  from the
Reserve  Funds to the  fund  for the  year  ended  December  31,  1998,  totaled
$10,357,000 and are reflected as interest income in the  accompanying  Statement
of Operations.

     During the year ended December 31, 1998,  the fund, in the ordinary  course
of business,  placed security  purchase and sale orders  aggregating  $3,443,000
with certain  affiliates of the manager and paid  commissions  of $3,000 related
thereto.

<PAGE>

T. Rowe Price Blue Chip Growth Fund
- --------------------------------------------------------------------------------

================================================================================
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
T. ROWE PRICE 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  financial
highlights present fairly, in all material  respects,  the financial position of
T. Rowe Price Blue Chip Growth Fund, Inc. (the "Fund") at December 31, 1998, and
the results of its  operations,  the changes in its net assets and the financial
highlights  for  each  of the  fiscal  periods  presented,  in  conformity  with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at December  31, 1998 by
correspondence  with  custodians,  provide a  reasonable  basis for the  opinion
expressed above.


PricewaterhouseCoopers LLP
Baltimore, Maryland
January 21, 1999



<PAGE>

T. Rowe Price Blue Chip Growth Fund
- --------------------------------------------------------------------------------

================================================================================
Tax Information (Unaudited) for the Tax Year Ended 12/31/98
- --------------------------------------------------------------------------------

     We are providing this information as required by the Internal Revenue Code.
The amounts  shown may differ  from those  elsewhere  in this report  because of
differences between tax and financial reporting requirements.

     The  fund's   distributions  to  shareholders   included  $53,828,000  from
long-term capital gains, subject to the 20% rate gains category.

     For corporate  shareholders,  $13,914,000 of the fund's  distributed income
and short-term capital gains qualified for the dividends-received deduction.
================================================================================


<PAGE>

T. Rowe Price Shareholder Services
- --------------------------------------------------------------------------------

INVESTMENT SERVICES AND INFORMATION

          KNOWLEDGEABLE SERVICE REPRESENTATIVES

          BY PHONE 1-800-225-5132 Available Monday through Friday from 8 a.m. to
          10 p.m. ET and weekends from 8:30 a.m. to 5 p.m. ET.

          IN PERSON Available in T. Rowe Price Investor Centers.

          ACCOUNT SERVICES

          CHECKING Available on most fixed income funds ($500 minimum).

          AUTOMATIC INVESTING From your bank account or paycheck.

          AUTOMATIC WITHDRAWAL Scheduled, automatic redemptions.

          DISTRIBUTION   Options   Reinvest   all,   some,   or   none  of  your
          distributions.

          AUTOMATED 24-HOUR SERVICES Including  Tele*Access  [Registration Mark]
          and  the  T.   Rowe   Price  Web  site  on  the   Internet.   Address:
          www.troweprice.com

          BROKERAGE SERVICES*

          INDIVIDUAL  INVESTMENTS Stocks, bonds,  options,  precious metals, and
          other securities at a savings over full-service commission rates.

          INVESTMENT INFORMATION

          COMBINED STATEMENT Overview of all your accounts with T. Rowe Price.

          SHAREHOLDER  REPORTS Fund  managers'  reviews of their  strategies and
          results.

          T.  ROWE  PRICE  REPORT  Quarterly  investment  newsletter  discussing
          markets and financial strategies.

          PERFORMANCE UPDATE Quarterly review of all T. Rowe Price fund results.

          INSIGHTS  Educational  reports on investment  strategies and financial
          markets.

          INVESTMENT   GUIDES  Asset  Mix  Worksheet,   College   Planning  Kit,
          Diversifying Overseas: A Guide to International Investing, Personal
          Strategy Planner,  Retirees  Financial Guide, and Retirement  Planning
          Kit.

         *  T. Rowe Price  Brokerage  is a division of T. Rowe Price  Investment
            Services, Inc., Member NASD/SIPC.#


<PAGE>

FOR YIELD, PRICE, LAST TRANSACTION,
CURRENT BALANCE, OR TO CONDUCT
TRANSACTIONS, 24 HOURS, 7 DAYS
A WEEK, CALL TELE*ACCESS [REGISTRATION MARK]:
1-800-638-2587 toll free

FOR ASSISTANCE
WITH YOUR EXISTING
FUND ACCOUNT, CALL:
shareholder service center
1-800-225-5132 toll free
410-625-6500 Baltimore area

TO OPEN A BROKERAGE ACCOUNT
OR OBTAIN INFORMATION, CALL:
1-800-638-5660 toll free

INTERNET ADDRESS:
www.troweprice.com

T. Rowe Price Associates
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 Blue Chip Growth Fund.

INVESTOR CENTERS:
101 East Lombard St.
Baltimore, MD 21202

T. Rowe Price
Financial Center
10090 Red Run Blvd.
Owings Mills, MD 21117

Farragut Square
900 17th Street, N.W.
Washington, D.C. 20006

ARCO Tower
31st Floor
515 South Flower St.
Los Angeles, CA 90071

4200 West Cypress St.
10th Floor
Tampa, FL 33607

T. Rowe Price Investment Services, Inc., Distributor.          F93-050  12/31/98


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