PRICE T ROWE EQUITY SERIES INC
497, 2000-07-20
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<PAGE>

 PROSPECTUS
May 1, 2000
T. ROWE PRICE


New AmericaGrowth Portfolio


A stock fund seeking long-term capital appreciation through investments in
companies believed by T. Rowe Price to be in the fast-growing sectors that
define the "new America."
 The Securities and Exchange Commission has not approved or disapproved these
 securities or passed upon the adequacy of this prospectus. Any representation
 to the contrary is a criminal offense.
(LOGO)
<PAGE>

T. Rowe Price Equity Series, Inc.     T. Rowe Price New America Growth Portfolio
Prospectus

May 1, 2000

<TABLE>
<CAPTION>
<S>      <C>  <C>                                       <C>
              ABOUT THE FUND
1
              Objective, Strategy, Risks, and Expenses    1

              -----------------------------------------------
              Other Information About the Fund            3

              -----------------------------------------------
              Some Basics of
              Fixed
              Investing
              -----------------------------------------------


              ABOUT YOUR ACCOUNT
2
              Pricing Shares and Receiving                5
              Sale Proceeds
              -----------------------------------------------
              Rights Reserved by the Fund                 6

              -----------------------------------------------
              Dividends and Distributions                 6

              -----------------------------------------------


              MORE ABOUT THE FUND
3
              Organization and Management                 8

              -----------------------------------------------
              Understanding Performance Information      10

              -----------------------------------------------
              Investment Policies and Practices          10

              -----------------------------------------------
              Financial Highlights                       14

              -----------------------------------------------
</TABLE>


 Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates,
Inc., and its affiliates managed over $179.9 billion for more than eight
million individual and institutional investor accounts as of December 31, 1999.
Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the FDIC, Federal Reserve, or
any other government agency, and are subject to investment risks, including
possible loss of the principal amount invested.
<PAGE>

 ABOUT THE FUND
                                        1
 OBJECTIVE, STRATEGY, RISKS, AND EXPENSES
 -------------------------------------------------------------------------------
     To help you decide whether this fund is appropriate for you, this section
     reviews its major characteristics.

     The fund should be used as an investment option for variable annuity and
     variable life insurance contracts.


 What is the fund's objective?


     To achieve long-term growth of capital by investing primarily in the common
     stocks of companies operating in sectors T. Rowe Price believes will be the
     fastest growing in the United States.


 What is the fund's principal investment strategy?

     We invest primarily (at least 65% of total assets) in common stocks of U.S.
     companies that operate in those sectors of the economy identified at any
     given time by T. Rowe Price as the fastest growing or having the greatest
     growth potential. In recent years, the U.S. economy has evolved rapidly,
     primarily because of the application of new technologies and scientific
     advances. Fast-growing companies can be found across an array of industries
     in today's "new America." The choice of industry sectors would reflect such
     factors as the overall revenue growth of the component companies and the
     sector's contribution to Gross Domestic Product from year to year. In
     recent years, for example, such sectors have included technology and
     telecommunications, but others may supplement or replace these at any time.


     Holdings range from large-cap to small companies. In selecting stocks, we
     look for many characteristics, including but not limited to:

   . earnings growth rates that generally exceed that of the average company in
     the S&P 500 Stock Index;

   . favorable company fundamentals, such as a strong balance sheet, sound
     business strategy, and promising competitive positioning;

   . effective management; and

   . stock valuations, such as price/earnings or price/cash flow ratios, that
     seem reasonable relative to the company's prospects.

     While most assets will be invested in U.S. common stocks, other securities
     may also be purchased, including foreign stocks, futures, and options, in
     keeping with fund objectives.

     The fund may sell securities for a variety of reasons, such as to secure
     gains, limit losses, or redeploy assets into more promising opportunities.


   . For details about the fund's investment program, please see the Investment
     Policies and Practices section.


 What are the main risks of investing in the fund?

     As with all equity funds, this fund's share price can fall because of
     weakness in the broad market, a particular industry, or specific holdings.
     The market as a whole can decline for many reasons, including adverse
     political or economic developments here or abroad, changes in
<PAGE>

T. ROWE PRICE
     investor psychology, or heavy institutional selling. The prospects for an
     industry or company may deteriorate because of a variety of factors,
     including disappointing earnings or changes in the competitive environment.
     In addition, our assessment of companies held in the fund may prove
     incorrect, resulting in losses or poor performance even in a rising market.
     Finally, the fund's investment approach could fall out of favor with the
     investing public, resulting in lagging performance versus other types of
     stock funds.

     The fund may entail above-average risk since growth companies pay few
     dividends and are typically more volatile than slower-growing companies
     with high dividends. Generally, stocks of companies in rapidly evolving -
     and often highly competitive - industries are subject to significant price
     swings. Since investors buy these stocks because of their expected superior
     earnings growth, earnings disappointments, even small ones, can result in
     sharp price declines. Changes in investor psychology from positive to
     negative can also cause growth stocks to lose value because of the high
     valuations they typically carry. The level of risk will be increased if the
     fund has significant exposure to small-company stocks, which tend to be
     more volatile than large-company stocks because of their limited product
     lines, markets, or financial resources. In addition, picking long-term
     winners in the early stages of developing new industries is very difficult.
     Promising new fields tend to attract a great deal of competition and
     capital investment, and the increasingly fast pace of technological change
     can render an established company's products and services obsolete
     virtually overnight.

     Foreign stock holdings are subject to the risk that some holdings may lose
     value because of declining foreign currencies or adverse political or
     economic events overseas. Investments in futures and options, if any, are
     subject to additional volatility and potential losses.

     As with any mutual fund, there can be no guarantee the fund will achieve
     its objective.


     . The fund's share price may decline, so when you sell your shares, you may
      lose money.


 How can I tell if the fund is appropriate for me?

     Consider your investment goals, your time horizon for achieving them, and
     your tolerance for risk. If you seek long-term appreciation and can accept
     the potentially higher volatility of growth stocks, the fund could be an
     appropriate part of your overall investment strategy. This fund should not
     represent your complete investment program or be used for short-term
     trading purposes.


     . Equity investors should have a long-term investment horizon and be
      willing to wait out bear markets.


 How has the fund performed in the past?


     The bar chart showing calendar year returns and the average annual total
     return table indicate risk by illustrating how much returns can differ from
     one year to the next and over time. Fund past performance is no guarantee
     of future returns.

     The fund can also experience short-term performance swings, as shown by the
     best and worst calendar quarter returns during the years depicted in the
     chart.
<PAGE>

MORE ABOUT THE FUND
LOGO

<TABLE>
<CAPTION>
         Calendar Year Total Returns
   "95"     "96"     "97"     "98"      "99"
 ---------------------------------------------
 <S>      <C>      <C>      <C>      <C>
  51.08    20.09    21.12    18.51     12.75
 ---------------------------------------------
</TABLE>


          Quarter ended              Total return

 Best quarter                           12/31/98 27.85%

 Worst quarter                           9/30/98 -20.84%


<TABLE>
 Table 1  Average Annual Total Returns
<CAPTION>
                                                  Periods ended
                                                December 31, 1999
                                                              Since inception
                                       1 year     5 years        (3/31/94)
 -----------------------------------------------------------------------------
 <S>                                  <C>        <C>         <C>
  New America Growth Portfolio         12.75%      24.04%         20.80%

  S&P 500 Stock Index                  21.04       28.56           25.52
  Lipper VA Underlying Growth Funds    31.48       26.45           22.84
  Average
 -----------------------------------------------------------------------------
</TABLE>




 These figures include changes in principal value, reinvested dividends, and
 capital gain distributions, if any. Figures do not reflect fees at the
 insurance product or contract level and if those fees were included returns
 would be lower.



 OTHER INFORMATION ABOUT THE FUND
 -------------------------------------------------------------------------------

 What are some of the fund's potential rewards?

     The fund offers the potential for significant, long-term growth of capital
     by participating in the growth of companies positioned to benefit from the
     dynamic technological, social, medical, economic and business developments
     that are defining the "new America." The fund has the flexibility to seek
     investments in companies of any size in any sector believed by T. Rowe
     Price to offer the greatest growth potential.


 What is meant by a "growth" investment approach?

     Thomas Rowe Price, Jr. pioneered the growth stock theory of investing over
     60 years ago. It is based on the premise that inflation represents a more
     serious long-term threat to an investor's
<PAGE>

T. ROWE PRICE
     portfolio than stock market fluctuations or recessions. Mr. Price believed
     that when a company's earnings grow faster than both inflation and the
     economy in general, the market will eventually reward its long-term
     earnings growth with a higher stock price. In addition, the company should
     be able to raise its dividend in line with its growth in earnings. However,
     investors should be aware that, during periods of adverse economic and
     market conditions, stock prices may fall despite favorable earnings trends.


     . Growth investors look for companies with above-average earnings gains.


 Is there other information I can review before making a decision?

     Investment Policies and Practices in Section 3 discusses various types of
     portfolio securities the fund may purchase as well as types of management
     practices the fund may use.
<PAGE>

 ABOUT YOUR ACCOUNT
                                        2
 PRICING SHARES AND RECEIVING SALE PROCEEDS
 -------------------------------------------------------------------------------
     Here are some procedures you should know when investing in the fund. For
     instructions on how to purchase and redeem shares of the fund, read the
     separate account prospectus.

     Shares of the fund are designed to be offered to insurance company separate
     accounts established for the purpose of funding variable annuity contracts.
     They may also be offered to insurance company separate accounts established
     for the purpose of funding variable life contracts. Variable annuity and
     variable life contract holders or participants are not the shareholders of
     the fund. Rather, the separate account is the shareholder. The variable
     annuity and variable life contracts are described in separate prospectuses
     issued by the insurance companies. The fund assumes no responsibility for
     such prospectuses, or variable annuity or variable life contracts.

     Shares of the fund are sold and redeemed without the imposition of any
     sales commission or redemption charge. However, certain other charges may
     apply to annuity or life contracts. Those charges are disclosed in the
     separate account prospectus.

     Your ability to exchange from this fund to any other one that serves as an
     investment option under your insured contract is governed by the terms of
     that contract and the separate account prospectus.


 How and when shares are priced


     The share price (also called "net asset value" or NAV per share) for a fund
     is calculated at the close of the New York Stock Exchange, normally 4 p.m.
     ET, each day the New York Stock Exchange is open for business. To calculate
     the NAV, the fund's assets are valued and totaled, liabilities are
     subtracted, and the balance, called net assets, is divided by the number of
     shares outstanding. Current market values are used to price fund shares.



 How your purchase, sale, or exchange price is determined

     Purchases
     The insurance companies purchase shares of the fund for their separate
     accounts, using premiums allocated by the contract holders or participants.
     Shares are purchased at the NAV next determined after the insurance company
     receives the premium payment in acceptable form. Initial and subsequent
     payments allocated to the fund are subject to the limits stated in the
     separate account prospectus issued by the insurance company.

     Redemptions
     The insurance companies redeem shares of the fund to make benefit or
     surrender payments under the terms of its Contracts. Redemptions are
     processed on any day on which the New York Stock Exchange is open and are
     priced at the fund's NAV next determined after the insurance company
     receives a surrender request in acceptable form.

     Note: The time at which transactions and shares are priced and the time
     until which orders are accepted may be changed in case of an emergency or
     if the New York Stock Exchange closes at a time other than 4 p.m. ET.


 How you can receive the proceeds from a sale

     Payment for redeemed shares will be made promptly, but in no event later
     than seven days. However, the right of redemption may be suspended or the
     date of payment postponed in
<PAGE>

T. ROWE PRICE
     accordance with the Investment Company Act of 1940. The amount received
     upon redemption of the shares of the fund may be more or less than the
     amount paid for the shares, depending on the fluctuations in the market
     value of the assets owned by the fund.


 Excessive Trading


     Frequent trades in your account or accounts controlled by you can disrupt
     management of the fund and raise its expenses. To deter such activity, the
     fund has adopted an excessive trading policy. If you violate our excessive
     trading policy, you may be barred indefinitely and without further notice
     from further purchases of T. Rowe Price funds. Our excessive trading policy
     applies to contract holders and participants notwithstanding any provisions
     in your insurance contract:

     You can make one purchase and one sale involving the same fund within any
     120-day period. If you exceed this limit or you hold fund shares for less
     than 60 calendar days, you are in violation of our excessive trading
     policy. Systematic purchases or redemptions are exempt from this policy.




 RIGHTS RESERVED BY THE FUND
 -------------------------------------------------------------------------------
     The fund and its agents reserve the following rights: (1) to waive or lower
     investment minimums; (2) to refuse any purchase or exchange order; (3) to
     cancel or rescind any purchase or exchange order (including, but not
     limited to, orders deemed to result in excessive trading, market timing,
     fraud, or 5% ownership by individual contract holders or participants) upon
     notice to the contract holder or participant within five business days of
     the trade or if the written confirmation has not been received by the
     contract holder or participant, whichever is sooner; (4) to freeze any
     account and suspend account services when notice has been received of a
     dispute between the registered or beneficial account owners or there is
     reason to believe a fraudulent transaction may occur; (5) to otherwise
     modify the conditions of purchase and any services at any time; or (6) to
     act on instructions believed to be genuine. These actions will be taken
     when, in the sole discretion of management, they are deemed to be in the
     best interest of the fund.

     In an effort to protect the fund from the possible adverse effects of a
     substantial redemption in a large account, as a matter of general policy,
     no contract holder or participant or group of contract holders or
     participants controlled by the same person or group of persons will
     knowingly be permitted to purchase in excess of 5% of the outstanding
     shares of the fund, except upon approval of the fund's management.



 DIVIDENDS AND OTHER DISTRIBUTIONS
 -------------------------------------------------------------------------------
     For a discussion of the tax status of your variable annuity contract,
     please refer to the separate account prospectus.


 Dividends and Other Distributions


     The policy of the fund is to distribute all of its net investment income
     and net capital gains each year to its shareholders, which are the separate
     accounts established by the various insurance companies in connection with
     their issuance of variable annuity and variable life
<PAGE>


MORE ABOUT THE FUND
     contracts. Dividends from net investment income are declared and paid
     annually. All fund distributions made to a separate account will be
     reinvested automatically in additional fund shares, unless a shareholder
     (separate account) elects to receive distributions in cash. Under current
     law, dividends and distributions made by the fund to separate accounts
     generally are not taxable to the separate accounts, the insurance company,
     or the contract holder, provided that the separate account meets the
     diversification requirements of Section 817(h) of the Internal Revenue Code
     of 1986, as amended, and other tax-related requirements are satisfied. The
     fund intends to diversify its investments in the manner required under Code
     Section 817(h).


 Foreign Transactions

     If the fund pays nonrefundable taxes to foreign governments during the
     year, the taxes will reduce fund dividends.
<PAGE>

 MORE ABOUT THE FUND
                                        3
 ORGANIZATION AND MANAGEMENT
 -------------------------------------------------------------------------------

 How is the fund organized?

     The T. Rowe Price Equity Series, Inc. (the "corporation") was incorporated
     in Maryland in 1994. Currently, the corporation consists of four series,
     each representing a separate class of shares having different objectives
     and investment policies. The four series are: the Equity Income Portfolio,
     the New America Growth Portfolio, and the Personal Strategy Balanced
     Portfolio, which were all established in 1994; and the Mid-Cap Growth
     Portfolio, established in 1996. The other three portfolios are described in
     separate prospectuses.

     While the fund is managed in a manner similar to that of the T. Rowe Price
     New America Growth Fund, investors should be aware that the fund is not the
     same fund and will not have the same performance. Investments made by the
     fund at any given time may not be the same as those made by the T. Rowe
     Price New America Growth Fund. Different performance will result due to
     factors such as differences in the cash flows into and out of the fund,
     different fees and expenses, and differences in portfolio size and
     positions.


     . Shareholders benefit from T. Rowe Price's 63 years of investment
      management experience.


 What is meant by "shares"?

     Contract holders and participants indirectly (through the insurance company
     separate account) purchase shares when they put money in a fund offered as
     an investment option in their insurance contracts. These shares are part of
     a fund's authorized capital stock, but share certificates are not issued.

     Each share and fractional share entitles the shareholder (the insurance
     company separate account) to cast one vote per share on certain fund
     matters, including the election of fund directors, changes in fundamental
     policies, or approval of changes in the fund's management contract.

     The shares of the fund have equal voting rights. The various insurance
     companies own the outstanding shares of the fund in their separate
     accounts. These separate accounts are registered under the Investment
     Company Act of 1940 or are excluded from registration thereunder. Under
     current law, the insurance companies must vote the shares held in
     registered separate accounts in accordance with voting instructions
     received from variable contract holders or participants having the right to
     give such instructions.


 Do T. Rowe Price funds have annual shareholder meetings?


     The funds are not required to hold annual meetings and, to avoid
     unnecessary costs to fund shareholders, do not do so except when certain
     matters, such as a change in fundamental policies, must be decided. In
     addition, shareholders representing at least 10% of all eligible votes may
     call a special meeting, if they wish, for the purpose of voting on the
     removal of any fund director or trustee. If a meeting is held and you
     cannot attend, you can vote by proxy. Before the meeting, the fund will
     send you proxy materials that explain the issues to be decided and include
     instructions on voting.
<PAGE>

MORE ABOUT THE FUND
 Who runs the fund?

     General Oversight
     The corporation is governed by a Board of Directors that meets regularly to
     review the fund's investments, performance, expenses, and other business
     affairs. The Board elects the corporation's officers. The policy of the
     corporation is that a majority of Board members are independent of T. Rowe
     Price Associates, Inc. (T. Rowe Price).


     . All decisions regarding the purchase and sale of fund investments are
      made by T. Rowe Price  -  specifically by the fund's portfolio managers.

     Portfolio Management
     The fund has an Investment Advisory Committee with the following members:
     Marc L. Baylin, Chairman, Brian W.H. Berghuis, Robert Gensler, Eric M.
     Gerster, John H. Laporte, Robert W. Smith, and R. Candler Young. The
     committee chairman has day-to-day responsibility for managing the portfolio
     and works with the committee in developing and executing the fund's
     investment program. Mr. Baylin was elected chairman of the fund's committee
     in 2000 and has been a member of the committee since 1997. He was a
     research analyst with T. Rowe Price from 1993 through 2000 and began
     managing investments in 1997.


     The Management Fee
     The fund pays T. Rowe Price an annual all-inclusive fee of 0.85%, based on
     its average daily net assets. The fund calculates and accrues the fee
     daily. This fee pays for investment management services and other operating
     costs.

     From time to time, T. Rowe Price may pay eligible insurance companies for
     services. They provide to the fund for contract holders. These payments
     range from 0.15% to 0.25% of the average annual total assets invested by
     separate accounts of the insurance company in the fund.

     Variable Annuity and Variable Life Charges
     Variable annuity and variable life fees and charges imposed on contract
     holders and Participants by the insurance companies are in addition to
     those described previously and are described in the variable annuity and
     variable life contract prospectuses.

     Variable Annuity and Variable Life Conflicts
     The fund may serve as an investment medium for both variable annuity
     contracts and variable life insurance policies. Shares of the fund may be
     offered to separate accounts established by any number of insurance
     companies. The fund currently does not foresee any disadvantages to
     variable annuity contract owners due to the fact that the fund may serve as
     an investment medium for both variable life insurance policies and annuity
     contracts; however, due to differences in tax treatment or other
     considerations, it is theoretically possible that the interests of owners
     of annuity contracts and insurance policies for which the fund serves as an
     investment medium might at some time be in conflict. However, the fund's
     Board of Directors is required to monitor events to identify any material
     conflicts between variable annuity contract owners and variable life policy
     owners, and will determine what action, if any, should be taken in the
     event of such a conflict. If such a conflict were to occur, an insurance
     company participating in the fund might be required to redeem the
     investment of one or more of its separate accounts from the fund. This
     might force the fund to sell securities at disadvantageous prices.
<PAGE>

T. ROWE PRICE
 UNDERSTANDING PERFORMANCE INFORMATION
 -------------------------------------------------------------------------------
     This section should help you understand the terms used to describe fund
     performance. You will come across them in shareholder reports you receive
     from your insurance company.


 Total Return


     This tells you how much an investment has changed in value over a given
     time period. It reflects any net increase or decrease in the share price
     and assumes that all dividends and capital gains (if any) paid during the
     period were reinvested in additional shares. Therefore, total return
     numbers include the effect of compounding.

     Advertisements may include cumulative or average annual total return
     figures, which may be compared with various indices, other performance
     measures, or other mutual funds.


 Cumulative Total Return


     This is the actual return of an investment for a specified period. A
     cumulative return does not indicate how much the value of the investment
     may have fluctuated during the period. For example, an investment could
     have a 10-year positive cumulative return despite experiencing some
     negative years during that time.


 Average Annual Total Return

     This is always hypothetical and should not be confused with actual
     year-by-year results. It smooths out all the variations in annual
     performance to tell you what constant year-by-year return would have
     produced the investment's actual cumulative return. This gives you an idea
     of an investment's annual contribution to your portfolio, provided you held
     it for the entire period.

     Total returns quoted for the fund include the effect of deducting the
     fund's expenses, but may not include charges and expenses attributable to
     any particular insurance product. Since you can only purchase shares of the
     fund through an insurance product, you should carefully review the
     prospectus of the insurance product you have chosen for information on
     relevant charges and expenses. Excluding these charges from quotations of
     the fund's performance has the effect of increasing the performance quoted.



 INVESTMENT POLICIES AND PRACTICES
 -------------------------------------------------------------------------------

     This section takes a detailed look at some of the types of fund portfolio
     securities and the various kinds of investment practices that may be used
     in day-to-day portfolio management. Fund investments are subject to further
     restrictions and risks described in the Statement of Additional
     Information.

     Shareholder approval is required to substantively change fund objectives
     and certain investment restrictions noted in the following section as
     "fundamental policies." The managers also follow certain "operating
     policies," which can be changed without shareholder approval. However,
     significant changes are discussed with shareholders in fund reports. Fund
     investment restrictions and policies are adhered to at the time of
     investment. A later change in circumstances will not require the sale of an
     investment if it was proper at the time it was made.
<PAGE>

MORE ABOUT THE FUND
     Fund holdings of certain kinds of investments cannot exceed maximum
     percentages of total assets, which are set forth in this prospectus. For
     instance, fund investments in hybrid instruments are limited to 10% of
     total assets. While these restrictions provide a useful level of detail
     about fund investments, investors should not view them as an accurate gauge
     of the potential risk of such investments. For example, in a given period,
     a 5% investment in hybrid instruments could have significantly more of an
     impact on a fund's share price than its weighting in the portfolio. The net
     effect of a particular investment depends on its volatility and the size of
     its overall return in relation to the performance of all the other fund
     investments.


     Changes in fund holdings, fund performance, and the contribution of various
     investments are discussed in the shareholder reports sent to you by your
     insurance company.


   . Fund managers have considerable leeway in choosing investment strategies
     and selecting securities they believe will help achieve fund objectives.



 Types of Portfolio Securities


     In seeking to meet its investment objective, we may invest in any type of
     security or instrument (including certain potentially high-risk derivatives
     described in this section) whose investment characteristics are consistent
     with the fund's investment program. The following pages describe various
     types of fund portfolio securities and investment management practices.

     Fundamental policy  The fund will not purchase a security if, as a result,
     with respect to 75% of its total assets, more than 5% of its total assets
     would be invested in securities of a single issuer, or if more than 10% of
     the voting securities of the issuer would be held by the fund.


     Fund investments are primarily in common stocks (normally, at least 65% of
     total assets) and, to a lesser degree, other types of securities as
     described below.

     Common and Preferred Stocks

     Stocks represent shares of ownership in a company. Generally, preferred
     stock has a specified dividend and ranks after bonds and before common
     stocks in its claim on income for dividend payments and on assets should
     the company be liquidated. After other claims are satisfied, common
     stockholders participate in company profits on a pro-rata basis; profits
     may be paid out in dividends or reinvested in the company to help it grow.
     Increases and decreases in earnings are usually reflected in a company's
     stock price, so common stocks generally have the greatest appreciation and
     depreciation potential of all corporate securities. While most preferred
     stocks pay a dividend, preferred stock may be purchased where the issuer
     has omitted, or is in danger of omitting, payment of its dividend. Such
     investments would be made primarily for their capital appreciation
     potential.

     Convertible Securities and Warrants

     Investments may be made in debt or preferred equity securities convertible
     into, or exchangeable for, equity securities. Traditionally, convertible
     securities have paid dividends or interest at rates higher than common
     stocks but lower than nonconvertible securities. They generally participate
     in the appreciation or depreciation of the underlying stock into which they
     are convertible, but to a lesser degree. In recent years, convertibles have
     been developed which combine higher or lower current income with options
     and other features. Warrants are options to buy a stated number of shares
     of common stock at a specified price anytime during the life of the
     warrants (generally, two or more years).
<PAGE>

T. ROWE PRICE
     Foreign Securities

     Investments may be made in foreign securities. These include
     nondollar-denominated securities traded outside of the U.S. and
     dollar-denominated securities of foreign issuers traded in the U.S. (such
     as ADRs). Such investments increase a portfolio's diversification and may
     enhance return, but they also involve some special risks, such as exposure
     to potentially adverse local political and economic developments;
     nationalization and exchange controls; potentially lower liquidity and
     higher volatility; possible problems arising from accounting, disclosure,
     settlement, and regulatory practices that differ from U.S. standards; and
     the chance that fluctuations in foreign exchange rates will decrease the
     investment's value (favorable changes can increase its value). These risks
     are heightened for investments in developing countries, and there is no
     limit on the amount of fund foreign investments that may be made in such
     countries.

     Operating policy  The fund may invest up to 15% of its total assets
     (excluding reserves) in foreign securities.

     Hybrid Instruments

     These instruments (a type of potentially high-risk derivative) can combine
     the characteristics of securities, futures, and options. For example, the
     principal amount, redemption, or conversion terms of a security could be
     related to the market price of some commodity, currency, or securities
     index. Such securities may bear interest or pay dividends at below market
     or even relatively nominal rates. Under some conditions, the redemption
     value of such an investment could be zero.


     . Hybrids can have volatile prices and limited liquidity, and their use may
      not be successful.

     Operating policy  Fund investments in hybrid instruments are limited to 10%
     of total assets.

     Private Placements
     These securities are sold directly to a small number of investors, usually
     institutions. Unlike public offerings, such securities are not registered
     with the SEC. Although certain of these securities may be readily sold, for
     example, under Rule 144A, others may be illiquid, and their sale may
     involve substantial delays and additional costs.


     Operating policy  Fund investments in illiquid securities are limited to
     15% of net assets.


 Types of Investment Management Practices

     Reserve Position

     A certain portion of fund assets will be held in money market reserves.
     Fund reserve positions are expected to consist primarily of shares of one
     or more T. Rowe Price internal money market funds. Short-term, high-quality
     U.S. and foreign dollar-denominated money market securities, including
     repurchase agreements, may also be held. For temporary, defensive purposes,
     there is no limit on fund investments in money market reserves. The effect
     of taking such a position is that the fund may not achieve its investment
     objective. The reserve position provides flexibility in meeting
     redemptions, expenses, and the timing of new investments and can serve as a
     short-term defense during periods of unusual market volatility.

     Borrowing Money and Transferring Assets

     Fund borrowings may be made from banks and other T. Rowe Price funds for
     temporary emergency purposes to facilitate redemption requests, or for
     other purposes consistent with
<PAGE>


MORE ABOUT THE FUND
     fund policies as set forth in this prospectus. Such borrowings may be
     collateralized with fund assets, subject to restrictions.

     Fundamental policy  Borrowings may not exceed 33/1//\\/3/\\% of total fund
     assets.


     Operating policy  Fund transfers of portfolio securities as collateral will
     not be made except as necessary in connection with permissible borrowings
     or investments, and then such transfers may not exceed 33/1//\\/3/\\% of
     the fund's total assets. Fund purchases of additional securities will not
     be made when borrowings exceed 5% of total assets.

     Futures and Options

     Futures (a type of potentially high-risk derivative) are often used to
     manage or hedge risk because they enable the investor to buy or sell an
     asset in the future at an agreed-upon price. Options (another type of
     potentially high-risk derivative) give the investor the right (where the
     investor purchases the option), or the obligation (where the investor
     writes (sells) the option), to buy or sell an asset at a predetermined
     price in the future. Futures and options contracts may be bought or sold
     for any number of reasons, including: to manage fund exposure to changes in
     securities prices and foreign currencies; as an efficient means of
     adjusting fund overall exposure to certain markets; in an effort to enhance
     income; as a cash management tool; and to protect the value of portfolio
     securities. Call and put options may be purchased or sold on securities,
     financial indices, and foreign currencies.

     Futures contracts and options may not always be successful hedges; their
     prices can be highly volatile; using them could lower fund total return;
     and the potential loss from the use of futures can exceed a fund's initial
     investment in such contracts.

     Operating policies  Futures: Initial margin deposits and premiums on
     options used for nonhedging purposes will not exceed 5% of fund net asset
     value. Options on securities: The total market value of securities against
     which call or put options are written may not exceed 25% of its total
     assets. No more than 5% of fund total assets will be committed to premiums
     when purchasing call or put options.

     Managing Foreign Currency Risk

     Investors in foreign securities may "hedge" their exposure to potentially
     unfavorable currency changes by purchasing a contract to exchange one
     currency for another on some future date at a specified exchange rate. In
     certain circumstances, a "proxy currency" may be substituted for the
     currency in which the investment is denominated, a strategy known as "proxy
     hedging." Foreign currency transactions, if used, would be designed
     primarily to protect a fund's foreign securities from adverse currency
     movements relative to the dollar. Such transactions involve the risk that
     anticipated currency movements will not occur, and fund total return could
     be reduced.

     Lending of Portfolio Securities

     Fund securities may be lent to broker-dealers, other institutions, or other
     persons to earn additional income. The principal risk is the potential
     insolvency of the broker-dealer or other borrower. In this event, the fund
     could experience delays in recovering its securities and possibly capital
     losses.

     Fundamental policy  The value of loaned securities may not exceed
     33/1//\\/3/\\% of total fund assets.
<PAGE>

T. ROWE PRICE
     Portfolio Turnover
     The fund will not generally trade in securities for short-term profits,
     but, when circumstances warrant, securities may be purchased and sold
     without regard to the length of time held. A high turnover rate may
     increase transaction costs and result in higher capital gain distributions
     by the fund. The fund's portfolio turnover rates for the fiscal years
     ending December 31 are listed in the tables in the Financial Highlights
     section.



 FINANCIAL HIGHLIGHTS
 -------------------------------------------------------------------------------
     Table 2, which provides information about the fund's financial history, is
     based on a single share outstanding throughout each fiscal year. The table
     is part of the fund's financial statements, which are included in its
     annual report and are incorporated by reference into the Statement of
     Additional Information (available upon request). The total returns in the
     table represent the rate that an investor would have earned or lost on an
     investment in the fund (assuming reinvestment of all dividends and
     distributions). The financial statements in the annual report were audited
     by the fund's independent accountants, PricewaterhouseCoopers LLP.



<TABLE>
 Table 2  Financial Highlights
<CAPTION>
                                       Year ended December 31
                          1995      1996      1997        1998        1999
 -----------------------------------------------------------------------------------
 <S>                     <C>       <C>       <C>       <C>         <C>         <C>

  Net asset value,
  beginning of period    $ 10.10   $ 15.23   $ 17.67   $  21.35    $  24.74
  Income From Investment Operations
  Net investment income     0.03      0.04        --      (0.08)      (0.07)
                         ------------------------------------------------------
  Net gains or losses
  on securities (both
  realized and              5.12      2.94      3.73       3.97        3.10
  unrealized)
                         ------------------------------------------------------
  Total from investment
  operations                5.15      2.98      3.73       3.89        3.03
  Less Distributions
  Dividends (from net      (0.02)    (0.04)       --         --          --
  investment income)
                         ------------------------------------------------------
  Distributions (from         --     (0.50)    (0.05)     (0.50)      (1.59)
  capital gains)
                         ------------------------------------------------------
  Returns of capital          --        --        --         --          --
                         ------------------------------------------------------
  Total distributions      (0.02)    (0.54)    (0.05)     (0.50)      (1.59)
                         ------------------------------------------------------
  Net asset value,       $ 15.23   $ 17.67   $ 21.35   $  24.74    $  26.18
  end of period
                         ------------------------------------------------------
  Total return             51.10%    20.09%    21.12%     18.51%      12.75%
  Ratios/Supplemental Data
  Net assets, end of     $12,304   $60,241   $96,991   $118,989    $125,974
  period (in thousands)
                         ------------------------------------------------------
  Ratio of expenses to      0.85%     0.85%     0.85%      0.85%       0.85%   '
  average net assets
                         ------------------------------------------------------
  Ratio of net income       0.23%     0.18%     0.02%     (0.34)%     (0.30)%
  to average net assets
                         ------------------------------------------------------
  Portfolio turnover        54.5%     27.2%     37.3%      46.0%       42.1%
  rate
 -----------------------------------------------------------------------------------
</TABLE>




<PAGE>

A fund Statement of Additional Information has been filed with the Securities
and Exchange Commission and is incorporated by reference into this prospectus.
Further information about fund investments, including a review of market
conditions and the manager's recent strategies and their impact on performance,
is available in the annual and semiannual shareholder reports. To obtain a free
copy of a fund report or Statement of Additional Information, or for inquiries,
contact your insurance company.

Fund information and Statements of Additional Information are also available
from the Public Reference Room of the Securities and Exchange Commission.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-202-942-8090. Fund reports and other fund information are
available on the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying a
duplicating fee, by electronic request at [email protected], or by writing the
Public Reference Room, Washington D.C. 20549-0102.


1940 Act File No.: 811-07143
(LOGO)
5/1/00




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