PRICE T ROWE EQUITY SERIES INC
N-30D, 1997-02-21
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T. Rowe Price
Equity Income Portfolio

Annual Report

December 31, 1996

Dear Investor

The equity market and your fund were strong in the second half of
1996, reflecting continued good corporate earnings, a generally
favorable economic and interest rate environment, and heavy
investor demand. The post-election rally was particularly notable
in light of how little the political scene actually changed. For
the year as a whole, equity returns were impressive, coming as they
did on the heels of considerable strength in 1995. Stocks have now
provided six consecutive years of positive returns with no interim
corrections of 10% or more.

PERFORMANCE REVIEW

As shown in the table, your fund performed well over the last six
months, with a return approximating that of the unmanaged Standard
& Poor's 500 Stock Index and comfortably ahead of the Lipper Equity
Income Funds Average. For the year as a whole, the fund exceeded
the Lipper average but trailed the broad market, a not uncommon
pattern for a conservative fund in robust years like 1996.

Performance Comparison

Periods Ended 12/31/96           6 Months        12 Months
____________________________________________________________
Equity Income Portfolio            11.12%          19.56%

S&P 500                            11.68           22.96

Lipper Equity Income
Funds Average                      10.33           18.85

DIVIDEND DISTRIBUTIONS

Your Board of Directors declared a fourth quarter income dividend
of $0.11 per share. At the same time, a $0.07 per share capital
gain distribution was declared, of which $0.02 was short-term and
$0.05 long-term. These distributions were paid on December 30 to
shareholders of record on December 26.

PORTFOLIO STRATEGY

While the last 12 months were a strong period for the broad equity
market, it was challenging for income-oriented investors. Bond and
money market returns were generally in the mid-single-digit range
in 1996, with shorter-maturity securities returning more than those
with longer maturities. Two traditional high-yield sectors of the
equity market, electric utilities and telephone companies, were
about flat on average for the year. These sectors suffered due to
their interest rate sensitivity and to concern about the impact of
a newly deregulated environment.

Despite poor returns from many traditional yield vehicles, your
fund performed reasonably well due to the continued strength of
companies in the financial (Chase Manhattan, American Express),
health care (Warner-Lambert), and energy (Exxon, Texaco) sectors.
We purchased many of these holdings in recent years when they were
out of favor and inexpensive on a relative valuation basis for
various reasons. We often make investment decisions based on the
tendency of a company's fundamentals and stock price to regress to
the mean within historical ranges and the likelihood that investor
perceptions about the relative values of these stocks will improve
over the intermediate term. This was clearly the case in 1996 with
respect to some of the companies just mentioned.

During the second half of the year, despite a market that had
advanced sharply, we were able to find opportunities in companies
with higher-than-average dividend yields, limited risk, and
attractive return potential. In many cases, investments that
interest us often involve stocks that have suffered relative to the
broad market for various reasons. Controversy and underperformance
often create opportunities that we hope to exploit profitably on
your behalf. We recently initiated new positions in AT&T, Amoco,
International Flavors & Fragrances, ITT, and Whirlpool, all fine
companies that have been struggling recently because of negative
fundamental trends affecting their businesses, negative investor
views of their prospects, or some combination of these factors.

Chart 1 - Security Diversification

The Security Diversification chart on page 1 shows that we had 86%
of total fund assets invested in common stocks on December 31, the
same percentage as at the end of our June reporting period. 

SUMMARY AND OUTLOOK

The last two years were exceptionally profitable for equity
investors, who enjoyed attractive returns in a nearly perfect
environment for stocks. It is difficult to see how things can get
much better; at the same time, it is also difficult to see anything
on the horizon that would cause this environment to change for the
worse. Nonetheless, we are sensitive to the lessons of history,
particularly the tendency of the equity market to pause for breath
after consecutive powerful years like the past two.

Over the last few years, stock prices have appreciated at a much
faster rate than the earnings and dividends of the underlying
companies. Because of this "delinkage," we expect more subdued
equity performance in 1997. We do not have a bearish outlook for
the year ahead but simply want to raise the possibility that it may
not live up to many investors' high expectations for a continuation
of recent trends. Notwithstanding this cautionary tone, we continue
to believe we will find interesting investment opportunities during
the year. 

As always, we appreciate your continued confidence and support.

Respectfully submitted,

Brian C. Rogers
President and 
Chairman of the Investment Advisory Committee

January 24, 1997

Portfolio Highlights
Twenty-Five Largest Holdings

                                             Percent of
                                             Net Assets
                                               12/31/96
________________________________________________________
GE                                                 1.7%

Atlantic Richfield                                 1.5

Chase Manhattan                                    1.5

Exxon                                              1.4

Mellon Bank                                        1.4

AT&T                                               1.3

DuPont                                             1.3

Simon DeBartolo Group                              1.2

Texaco                                             1.2

Chevron                                            1.2

Warner-Lambert                                     1.2

General Mills                                      1.1

J. P. Morgan                                       1.0

International Flavors & Fragrances                 1.0

Georgia-Pacific                                    1.0

Wells Fargo                                        1.0

Pharmacia & Upjohn                                 1.0

Union Camp                                         1.0

American Brands                                    1.0

Quaker Oats                                        1.0

American General                                   1.0

American Home Products                             0.9

Royal Dutch Petroleum                              0.9

3M                                                 0.9

J. C. Penney                                       0.9
________________________________________________________
Total                                             28.6%

Portfolio Highlights
Major Portfolio Changes

Six Months Ended December 31, 1996
Listed in descending order of size

LARGEST PURCHASES (10)
________________________________________________
International Flavors & Fragrances*

AT&T *

GE

Amoco *

Dow Chemical

Chevron

ITT *

H&R Block

Whirpool *

Atlantic Richfield

LARGEST SALES (10)
________________________________________________
Eli Lilly **

PHH **

Salomon **

SmithKline Beecham

Conrail

Kimberly-Clark

Honeywell

Eastman Kodak

Vodafone **

TRW **

 *Position added.
**Position eliminated.

T. Rowe Price Equity Income Portfolio
December 31, 1996

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.

Chart 2 - Equity Income Portfolio

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 12/31/96     1 Year    Inception         Date
____________________________________________________________
Equity Income Portfolio    19.56%       21.93%      3/31/94

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

Total returns do not include charges imposed by your insurance
company's separate account. If these were included, performance
would have been lower.

Financial Highlights

T. Rowe Price Equity Income Portfolio

                                   For a share outstanding 
                                     throughout each period
                         __________________________________
                                Year                 3/31/94
                               Ended                      to
                            12/31/96    12/31/95    12/31/94

NET ASSET VALUE
Beginning of period        $   13.21   $   10.42   $   10.00

Investment activities
   Net investment income        0.42        0.44        0.30
   Net realized and
   unrealized gain (loss)       2.13        3.05        0.41

   Total from
   investment activities        2.55        3.49        0.71

Distributions
   Net investment income       (0.42)      (0.44)      (0.29)
   Net realized gain           (0.08)      (0.26)          -

   Total distributions         (0.50)      (0.70)      (0.29)

NET ASSET VALUE

End of period              $   15.26   $   13.21   $   10.42
                           __________________________________
Ratios/Supplemental Data

Total return                  19.56%      34.76%       7.15%

Ratio of expenses to
average net assets             0.85%       0.85%      0.85%!

Ratio of net investment
income to average
net assets                     2.94%       3.61%      3.88%!

Portfolio turnover rate        17.4%       10.1%      21.3%!

Average commission rate 
paid                       $  0.0388           -           -

Net assets, end of period
(in thousands)             $ 103,751   $  14,658   $   2,191

!  Annualized.

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

Statement of Net Assets
T. Rowe Price Equity Income Portfolio
December 31, 1996

                                    Shares/Par         Value
                                                In thousands

Common Stocks and Warrants  86.3%

FINANCIAL  17.3%

Bank and Trust  9.4%

BANC ONE                                 9,470     $     407

Bank of Boston                          10,100           649

Bankers Trust New York                   7,000           604

Chase Manhattan                         17,004         1,518

Fleet Financial Group                   14,700           733

J. P. Morgan                            11,100         1,084

Mellon Bank                             20,400         1,448

Mercantile Bankshares                    8,800           280

National City                           12,500           561

PNC Bank                                16,200           610

Signet Banking                          11,800           363

U. S. Bancorp                           11,600           521

Wells Fargo                              3,866         1,043

                                                       9,821
Insurance  3.8%

Alexander & Alexander                   18,800           327

American General                        24,200           989

Hilb, Rogal and Hamilton                 4,400            58

Lincoln National                         9,700           509

Provident                                4,800           232

SAFECO                                  10,300           406

St. Paul Companies                      13,500           792

USF&G                                   17,100           357

Willis-Corroon ADR                      24,900           287

                                                       3,957

Financial Services  4.1%

American Express                        16,200           915

Fannie Mae                              19,200           715

H&R Block                               28,700           832

Sallie Mae                               9,700           904

Travelers Group                         19,333           877

                                                       4,243

Total Financial                                       18,021

UTILITIES  13.7%

Telephone Services  7.2%

ALLTEL                                  27,600           866

AT&T                                    30,500         1,327

BCE                                     16,050           766

Bell Atlantic                            9,900           641

BellSouth                               19,900     $     803

Frontier                                19,000           430

GTE                                     17,800           810

Pacific Telesis                         12,500           459

SBC Communications                      11,100           574

Southern New England
   Telecommunications                    9,300           362

U S WEST Communications                 12,050           389
   
                                                       7,427

Electric Utilities  6.5%

BGE                                     11,100           297

Centerior Energy                        34,000           365

Dominion Resources                      13,350           514

DQE                                      8,212           238

Duke Power                               6,200           287

Echelon International *                    573             9

Edison International                    12,400           246

Entergy                                 19,300           536

Florida Progress                         8,600           277

GPU                                      5,300           178

Ohio Edison                             21,700           494

Pacific Gas and Electric                16,700           351

PacifiCorp                              24,500           502

PECO Energy                             24,300           614

Public Service Enterprise               15,700           428

Southern Company                        13,200           299

Unicom                                  27,800           754

Western Resources                       12,500           386
                                                   
                                                       6,775

Total Utilities                                       14,202

CONSUMER NONDURABLES  18.3%

Cosmetics  1.0%
International Flavors &
   Fragrances                           23,800         1,071
   
                                                       1,071
Beverages  1.5%

Anheuser-Busch                          17,900           716

Brown-Forman (Class B)                  17,500           801

                                                       1,517

Food Processing  4.5%

General Mills                           18,600         1,179

Heinz                                   23,400           836

Kellogg                                  5,800           381

McCormick                               31,000     $     730

Quaker Oats                             26,200           999

Sara Lee                                15,400           574
                                                   
                                                       4,699

Hospital Supplies/
Hospital Management  1.9%

Abbott Laboratories                     17,900           908

Bausch & Lomb                           16,100           563

Baxter International                    12,700           521

                                                       1,992

Pharmaceuticals  4.7%

American Home Products                  16,500           967

Novartis (CHF)                             697           798

Pharmacia & Upjohn                      25,792         1,022

SmithKline Beecham ADR                  11,700           796

Warner-Lambert                          16,400         1,230

                                                       4,813

Miscellaneous Consumer Products  4.7%

American Brands                         20,400         1,012

Armstrong World                          4,400           306

Grand Metropolitan ADR                  13,900           440

Philip Morris                            5,700           642

RJR Nabisco                              7,800           265

Tambrands                               18,100           740

Unilever N.V. ADR                        5,100           894

UST                                     17,500           566
   
                                                       4,865

Total Consumer Nondurables                            18,957

CONSUMER SERVICES  4.9%

General Merchandisers  1.2%

J.C. Penney                             18,800           916

May Department Stores                    7,500           351

                                                       1,267

Specialty Merchandisers  0.1%

Fleming Companies                        4,800            83

Hancock Fabrics                          1,900            20

                                                         103

Entertainment and Leisure  1.3%

Homestead Village, warrants, 
10/29/97 *                                 168             1

ITT *                                   15,600           677

Reader's Digest (Class A)               14,400           580

Reader's Digest (Class B)                1,200            43

                                                       1,301

Media and Communications  2.3%

Cognizant                                3,200     $     105

Dow Jones                               10,600           359

Dun & Bradstreet                        17,900           425

Gannett                                  6,300           472

McGraw-Hill                             11,900           549

R. R. Donnelly                          16,000           502

                                                       2,412

Total Consumer Services                                5,083

CONSUMER CYCLICALS  4.8%

Automobiles and Related  1.2%

Eaton                                    6,900           481

Ford Motor                               4,600           147

Genuine Parts                            6,300           280

GM                                       5,900           329
   
                                                       1,237

Building and Real Estate  1.9%

Rouse                                    6,300           200

SECURITY CAPITAL
   PACIFIC TRUST
   REIT                                  4,000            92

Simon DeBartolo Group
   REIT                                 41,236         1,278

Weingarten Realty Investors
   REIT                                  9,100           370
   
                                                       1,940

Miscellaneous Consumer Durables  1.7%

Corning                                 18,300           846

Eastman Kodak                            4,100           329

Whirlpool                               13,400           625

                                                       1,800

Total Consumer Cyclicals                               4,977

TECHNOLOGY  1.0%

Electronic Components  0.5%

AMP                                     12,400           476
   
                                                         476

Electronic Systems  0.3%

Honeywell                                5,300           349

                                                         349
Office Automation  0.2%

Pitney Bowes                             4,300           234

                                                         234

Total Technology                                       1,059

CAPITAL EQUIPMENT  3.2%

Electrical Equipment  2.3%

GE                                      17,800     $   1,760

Hubbell (Class B)                       15,400           666

                                                       2,426

Machinery  0.9%

Cooper Industries                       14,567           614

FMC *                                    3,800           266

                                                         880

Total Capital Equipment                                3,306

BUSINESS SERVICES AND TRANSPORTATION  1.3%

Transportation Services  0.2%

Alexander & Baldwin                      8,550           212
   
                                                         212

Miscellaneous Business Services  0.4%

Deluxe Corp.                             7,300           239

GATX                                     2,800           136

                                                         375
Railroads  0.7%

Conrail                                  2,296           229

Union Pacific                            8,500           511

                                                         740

Total Business Services 
and Transportation                                     1,327

ENERGY  10.7%

Energy Services  0.6%

McDermott International                  5,500            91

Witco                                   18,900           577
   
                                                         668

Gas Transmission  0.1%

TransCanada PipeLines                    8,400           147

                                                         147

Integrated Petroleum - Domestic  4.0%

Amoco                                   11,300           910

Atlantic Richfield                      12,100         1,603

British Petroleum ADR                    6,000           848

Sun Company                              3,910            95

USX-Marathon                            26,700           638

                                                       4,094

Integrated Petroleum - International  6.0%

Chevron                                 19,250         1,251

Exxon                                   15,000         1,470

Mobil                                    6,200           758

Repsol ADR                              14,300     $     545

Royal Dutch Petroleum ADR                5,500           939

Texaco                                  12,900         1,266

                                                       6,229

Total Energy                                          11,138

PROCESS INDUSTRIES  9.4%

Diversified Chemicals  2.1%

Dow Chemical                            11,300           885

DuPont                                  13,900         1,312

                                                       2,197

Specialty Chemicals  3.3%

3M                                      11,200           928

Betz Laboratories                       11,900           696

Great Lakes Chemical                    15,700           734

Lubrizol                                17,900           555

Nalco Chemical                          14,600           528

                                                       3,441

Paper and Paper Products  3.0%

Consolidated Papers                     10,300           506

International Paper                     21,200           856

James River                              8,400           278

Kimberly-Clark                           4,050           386

Union Camp                              21,400         1,022

                                                       3,048

Forest Products  1.0%

Georgia-Pacific                         14,700         1,058

                                                       1,058

Total Process Industries                               9,744

BASIC MATERIALS  1.5%

Metals  0.7%

Reynolds Metals                         12,900           727
                                                   
                                                         727
Mining  0.8%

LONRHO (GBP)                           111,800           239

Newmont Mining                          12,949           580

                                                         819

Total Basic Materials                                  1,546

Miscellaneous Common Stocks 0.2%                         221
Total Common Stocks and 
Warrants (Cost  $81,387)                              89,581

Corporate Bonds  0.4%

B.F. Saul REIT, Sr. Secured
   Notes, 11.625%
   4/1/02                          $   150,000     $     162

Coca-Cola Bottling Group
   Sr. Sub. Notes
   9.00%, 11/15/03                      25,000            25

El Paso Electric, 1st Mtg.
   Notes, 8.90%
   2/1/06                              200,000           209

Total Corporate Bonds 
(Cost  $380)                                             396

U.S. Government Obligations  2.2%

U.S. Treasury Bonds
   6.00%, 2/15/26                      500,000           455
   
   6.25%, 8/15/23                       20,000            19

U.S. Treasury Notes
   5.625%, 2/15/06                     250,000           237
   
   5.75%, 8/15/03                      400,000           388

   5.875%, 2/15/04                      20,000            19
                                   
   6.50%, 5/31/01                      700,000           708
   
   7.00%, 7/15/06                      400,000           416
   
   7.375%, 11/15/97                     20,000            20

Total U.S. Government 
Obligations (Cost  $2,227)                             2,262

Short-Term Investments  10.4%

Commercial Paper  10.4%

BHF Finance (Delaware)
   5.30%, 4/11/97                    1,000,000           985

Investments in Commercial
   Paper through a joint
   account 6.75 - 7.10%
   1/2/97                            2,832,729         2,832

Island Finance Puerto Rico
   5.47%, 1/9/97                    $2,000,000     $   1,998

Preferred Receivables Funding
   5.35%, 2/3/97                     1,000,000           995

Tasmanian Public Finance
   5.43%, 2/18/97                    2,000,000         1,986

Unifunding, 5.44%, 1/6/97            2,000,000         1,998

Total Short-Term Investments
(Cost  $10,794)                                       10,794

Total Investments in 
Securities 

99.3% of Net Assets 
(Cost $94,788)                                     $ 103,033

Other Assets Less Liabilities                            718

NET ASSETS                                         $ 103,751
                                                   ___________

Net Assets Consist of:

Accumulated net realized 
gain/loss -
 net of distributions                              $     934

Net unrealized gain (loss)                             8,245

Paid-in-capital applicable to 6,800,066
shares of $0.0001 par value capital stock
outstanding; 1,000,000,000 shares of the
corporation authorized                                94,572

NET ASSETS                                         $ 103,751
                                                   ___________
   
NET ASSET VALUE PER SHARE                          $   15.26
                                                   ___________

*    Non-income producing
REIT Real Estate Investment Trust
CHF  Swiss franc
GBP  British sterling

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

Statement of Operations

T. Rowe Price Equity Income Portfolio

In thousands

                                                      Year
                                                     Ended
                                                  12/31/96

Investment Income

Income
   Dividend                                     $    1,457
   Interest                                            480

   Total income                                      1,937

Expenses
   Investment management and administrative            435

Net investment income                                1,502

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on securities               1,676

Change in net unrealized gain or loss on
   Securities                                        6,822
   Other assets and liabilities
   denominated in foreign currencies                    (1)

Change in net unrealized gain or loss                6,821

Net realized and unrealized gain (loss)              8,497

INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS                          $    9,999
                                                __________

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

Statement of Changes in Net Assets

T. Rowe Price Equity Income Portfolio

In thousands

                                          Year
                                         Ended
                                      12/31/96   12/31/95
Increase (Decrease) in Net Assets

Operations
  Net investment income            $     1,502   $       195
  Net realized gain (loss)               1,676            59
  Change in net unrealized gain 
  or loss                                6,821         1,398
  
  Increase (decrease) in net 
  assets from operations                 9,999         1,652

Distributions to shareholders
  Net investment income                 (1,787)         (243)
  Net realized gain                       (470)          (55)

  Decrease in net assets from 
  distributions                         (2,257)         (298)

Capital share transactions*
  Shares sold                           89,085        12,026
  Distributions reinvested               2,256           297
  Shares redeemed                      (10,297)       (1,266)

  Increase (decrease) in net assets 
  from capital share transactions       81,044        11,057

Net equalization                           307            55

Net Assets

Increase (decrease) during period       89,093        12,466
Beginning of period                     14,658         2,192

End of period                      $   103,751   $    14,658
                                   _________________________
*Share information
  Shares sold                            6,273           978
  Distributions reinvested                 153            25
  Shares redeemed                         (736)         (103)

  Increase (decrease) in shares 
  outstanding                            5,690           900

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

Notes to Financial Statements
T. Rowe Price Equity Income Portfolio
December 31, 1996

Note 1 - Significant Accounting Policies

T. Rowe Price Equity Series, Inc., (the corporation) is registered
under the Investment Company Act of 1940. The Equity Income
Portfolio (the fund), a diversified, open-end management investment
company, is one of the portfolios established by the corporation
and commenced operations on March 31, 1994. The shares of the fund
are currently being offered only to separate accounts of certain
insurance companies as an investment medium for both variable
annuity contracts and variable life insurance policies.

Valuation  Equity securities listed or regularly traded on a
securities exchange are valued at the last quoted sales price at
the time the valuations are made. A security which is listed or
traded on more than one exchange is valued at the quotation on the
exchange determined to be the primary market for such security.
Listed securities 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.

Debt securities are generally traded in the over-the-counter market
and are valued at a price deemed best to reflect fair value as
quoted by dealers who make markets in these securities or by an
independent pricing service. Short-term debt securities are valued
at their amortized cost which, when combined with accrued interest,
approximates fair value.

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.

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. The fund follows the
practice of equalization under which undistributed net investment
income per share is unaffected by fund shares sold or redeemed.

Note 2 - Investment Transactions

Commercial Paper Joint Account  The fund, and other affiliated
funds, may transfer uninvested cash into a commercial paper joint
account, the daily aggregate balance of which is invested in
high-grade commercial paper. All securities purchased by the joint
account satisfy the fund's criteria as to quality, yield, and
liquidity.

Other  Purchases and sales of portfolio securities, other than
short-term securities, aggregated $79,590,000 and $7,988,000,
respectively, for the year ended December 31, 1996.

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.

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, 1996. The results of operations and net assets were
not affected by the reclassifications.

Undistributed net investment income      $      (22,000)
Undistributed net realized gain                (286,000)
Paid-in-capital                                 308,000

At December 31, 1996, the aggregate cost of investments for federal
income tax and financial reporting purposes was $94,788,000, and
net unrealized gain aggregated $8,245,000, of which $8,971,000
related to appreciated investments and $726,000 to depreciated
investments.

Note 4 - Related Party Transactions

The investment management and administrative agreement between the
fund and T. Rowe Price Associates, Inc. (the manager) provides for
an all-inclusive annual fee, of which $54,000 was payable at
December 31, 1996. The fee, computed daily and paid monthly, is
equal to  0.85% of the fund's average daily net assets. Pursuant to
the agreement, investment management, shareholder servicing,
transfer agency, accounting, and custody services are provided to
the fund, and interest, taxes, brokerage commissions, and
extraordinary expenses are paid directly by the fund.

Report of Independent Accountants

To the Board of Directors of T. Rowe Price Equity Series, Inc.
and Shareholders of the Equity Income Portfolio

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 the Equity Income Portfolio (one of the
portfolios constituting T. Rowe Price Equity Series, Inc.,
hereafter referred to as the "Fund") at December 31, 1996, 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, 1996 by correspondence with custodians and, where
appropriate, the application of alternative auditing procedures for
unsettled security transactions, provide a reasonable basis for the
opinion expressed above.

PRICE WATERHOUSE LLP
Baltimore, Maryland
January 20, 1997

Invest WithConfidence(registered trademark)
T. Rowe Price
100 East Pratt Street
Baltimore, Maryland 21202

This report is authorized for distribution only to contractholders
and to others who have received a copy of the portfolio's
prospectus.

T. Rowe Price Investment Services, Inc., Distributor

TRP654 (3/97)

RPRTEIP  12/31/96

Chart 1 - Security Diversification - pie chart showing Common
Stocks 86%, Bonds 3%, Reserves 11%.

Chart 2 - Equity Income Portfolio - Performance Comparison showing
the cumulative growth of $10,000 invested in the Equity Income
Portfolio from inception compared with $10,000 invested in a
broad-based index or average over the same period.




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