PRICE T ROWE VALUE FUND INC
N-30D, 1995-02-15
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Annual Report

For yield, price, last transaction,
and current balance, 24 hours,
7 days a week, call:
1-800-638-2587 toll free
625-7676 Baltimore area

For assistance with your existing
fund account, call:
Shareholder Service Center
1-800-225-5132 toll free
625-6500 Baltimore area

T. Rowe Price
100 East Pratt Street
Baltimore, Maryland 21202

This report is authorized for distri-bution only to shareholders and to others
who have received a copy of the prospectus of the T. Rowe Price Value Fund.  

T. Rowe Price
_____________

Value Fund

December 31, 1994

Value

Fellow Shareholders

This is our first report since the inception of your Fund on September 30,
1994, and we would like to welcome you as shareholders. 
     The equity market's flat performance in the fourth quarter capped an
uninspiring year for the unmanaged Standard & Poor's 500 Stock Index, which
generated a total return of 1.3%. The stock market was notable for its low
volatility in 1994, continuing the pattern of the prior two years. The sharp
increase in interest rates was the year's big financial story. Despite the
most adverse interest rate environment since the early 1980s, strong corporate
earnings growth and continued investor demand provided support for stocks. The
market averages hovered near their highs for most of the year, although
approximately half of New York Stock Exchange issues traded at least 20% below
their 1994 highs during the year.
     Your Fund turned in a strong performance during the fourth quarter,
surpassing the returns for both the S&P 500 and the average for other growth
and income funds.

Performance Comparison

                    Period Ended 12/31/94
                  3 Months (from inception)
                  _________________________

Value Fund                  3.1%

S&P 500                     0.0

Lipper Growth & Income
  Fund Average             -1.6

Dividend Distribution
On December 27, your Board of Directors declared a dividend of $0.07 per
share, payable to shareholders of record on that date. You should have
received your check or statement reflecting the distribution, as well as Form
1099-DIV reporting it for 1994 tax purposes.

Portfolio Review
In this first report, we would like to review the investment philosophy for
your Fund and provide several examples of investments that are likely to be
representative of future activity.
     We believe that investors can earn attractive returns from undervalued
securities. The appeal of value investing is based on the tendency of
investors to overpay for faddish "story" stocks and underpay for less dynamic,
out-of-favor securities. Value stocks, which fall into the second category,
are often underpriced in relation to long-term measures of valuation,
including price/earnings, price/book value, liquidation value, and other
financial yardsticks.
     During the past three months we invested in Automatic Data Processing
via a convertible security with a yield of 5%. The common stock of this
company has performed well over time, and the yield on the convertible serves
as a buffer if the stock price declines. Your Fund fared well with an
investment in Caesars World, an undervalued gaming company that is an
acquisition target of ITT. We also purchased several bank stocks, including
Brooklyn Bancorp, Provident Bankshares, Midlantic, and California Federal.
Financial stocks were generally poor performers in 1994, and many sell at
attractive prices with 

Chart 1 - Security Diversification

generous yields. Another stock we bought was Honeywell, a financially strong
global company whose shares had been punished because of concerns about a
patent infringement suit. The stock began to rebound after the suit was
dismissed early in 1995. We also added Hills Stores, an undervalued retailer
with plans for a large stock buyback program.
     You can see that our stock selection is eclectic. The companies
represent different industries but share a common denominator: a pattern of
undervaluation that we believe will eventually be recognized by other
investors. It is always difficult to say when this recognition will occur.

Summary and Outlook
There are always areas of value in any economic and financial environment. Our
challenge is to ferret out the most potentially rewarding securities on your
behalf. We believe that rising interest rates could dampen the prospects for
appreciation in the overall market in 1995, but we will remain ever diligent
in our search for attractive total return opportunities as the year unfolds.
     
                                   Respectfully submitted,


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

January 20, 1995

Twenty-Five Largest Holdings

                                        Percent of
                                         Net Assets
                                        ___________

Time Warner                                3.3%

Automatic Data Processing                   3.3

U.S. Treasury Bonds                         3.1

Brooklyn Bancorp                            2.4

Caesars World                               2.3

U.S. Treasury Notes                         2.2

Honeywell                                   2.1

Hills Stores                                2.1

Crown Central Petroleum                     2.0

Provident Bankshares                        2.0

Manville                                    1.8

Hubbell                                     1.8

Cleveland Electric Illuminating             1.8

Midlantic                                   1.8

Kemper                                      1.7

Knight-Ridder                               1.7

Shawmut National                            1.7

Host Marriott                               1.6

Philip Morris                               1.6

California Federal Bank                     1.6

Ortel Corp                                  1.5

Biogen                                      1.4

Upjohn                                      1.4

Mellon Bank                                 1.4

GTE                                         1.4
__________________________________________________________________________
Total                                      49.0%

Statement of Net Assets
T. Rowe Price Value Fund / December 31, 1994

Common Stocks - 77.4%

FINANCIAL - 25.8%
                                                      Value
                                                    ________
BANK & TRUST - 14.0%
     3,000 shs.      AmSouth Bancorporation. . . .  $  77,250
     7,000     *  Brooklyn Bancorp . . . . . . . .    211,750
    13,000     *  California Federal Bank 
                     (Class A) . . . . . . . . . .    141,375
    12,000        Hibernia (Class A) . . . . . . .     93,000
     2,000        J. P. Morgan . . . . . . . . . .    112,000
     4,000        Mellon Bank. . . . . . . . . . .    122,500
     6,000        Midlantic. . . . . . . . . . . .    159,000
     8,000        Provident Bankshares . . . . . .    174,000
     9,000        Shawmut National . . . . . . . .    147,375
                                                    1,238,250

INSURANCE - 6.0%
     2,500        American General . . . . . . . .     70,625
     2,500        American National Insurance. . .    117,500
     1,000        Chubb. . . . . . . . . . . . . .     77,375
     1,500        EXEL . . . . . . . . . . . . . .     59,250
     4,000        Kemper . . . . . . . . . . . . .    151,500
       600        Loews. . . . . . . . . . . . . .     52,125
                                                      528,375

FINANCIAL SERVICES - 5.8%
     3,000        AMBAC. . . . . . . . . . . . . .    111,750
     1,500        Fannie Mae . . . . . . . . . . .    109,313
     2,000        Household International. . . . .     74,250
     5,000        Lehman Brothers. . . . . . . . .     73,750
     3,000        Sallie Mae . . . . . . . . . . .     97,500
     1,500        Travelers. . . . . . . . . . . .     48,750
                                                      515,313

Total Financial                                               2,281,938

UTILITIES - 5.2%

TELEPHONE - 1.4%
     4,000        GTE. . . . . . . . . . . . . . .    121,500

ELECTRIC UTILITIES - 3.8%
     9,000        Centerior Energy . . . . . . . .     79,875
     2,000        Entergy. . . . . . . . . . . . .     43,750
     3,000        Long Island Lighting . . . . . .     46,125
     4,000        PacifiCorp . . . . . . . . . . .     72,500
     4,000        Unicom . . . . . . . . . . . . .     96,000
                                                      338,250

Total Utilities                                                 459,750

CONSUMER NONDURABLES - 12.9%

BEVERAGES - 1.0%
     3,000 shs.      Brown-Forman (Class B). . . .  $  91,500

FOOD PROCESSING - 1.8%
     6,000        Pet. . . . . . . . . . . . . . .    118,500
     1,800        Sara Lee . . . . . . . . . . . .     45,450
                                                      163,950

HOSPITAL SUPPLIES/HOSPITAL 
MANAGEMENT - 0.3%
     2,500     *  AMSCO. . . . . . . . . . . . . .     22,813

PHARMACEUTICALS - 3.3%
     3,000     *  Biogen . . . . . . . . . . . . .    125,250
       700        Eli Lilly. . . . . . . . . . . .     45,938
     4,000        Upjohn . . . . . . . . . . . . .    123,000
                                                      294,188

MISCELLANEOUS CONSUMER PRODUCTS - 5.4%
     2,500        American Brands. . . . . . . . .     93,750
     4,000        Brunswick. . . . . . . . . . . .     75,500
     5,000        Dial . . . . . . . . . . . . . .    106,250
     2,500        Philip Morris. . . . . . . . . .    143,750
     1,500        Tambrands. . . . . . . . . . . .     57,937
                                                      477,187

BIOTECHNOLOGY - 1.1%
     6,000     *  Guidant. . . . . . . . . . . . .     96,000

Total Consumer Nondurables                          1,145,638

CONSUMER SERVICES - 14.0%

GENERAL MERCHANDISERS - 2.1%
     9,000     *  Hills Stores Company . . . . . .    186,750

SPECIALTY MERCHANDISERS - 4.1%
    10,000        Hancock Fabrics. . . . . . . . .     88,750
     3,000        McKesson . . . . . . . . . . . .     97,875
     3,000        Petrie Stores. . . . . . . . . .     67,125
     5,000     *  The Sports Authority . . . . . .    105,000
                                                      358,750

MEDIA & COMMUNICATIONS - 3.9%
     3,000        Knight-Ridder. . . . . . . . . .    151,500
     4,000        New York Times (Class A) . . . .     88,500
     3,000        Time Warner. . . . . . . . . . .    105,375
                                                      345,375

T. Rowe Price Value Fund / Statement of Net Assets

ENTERTAINMENT & LEISURE - 3.9%
     3,000 shs.   *  Caesars World . . . . . . . .  $ 200,250
    15,000     *  Host Marriott. . . . . . . . . .    144,375
                                                      344,625

Total Consumer Services                                       1,235,500

CONSUMER CYCLICALS - 2.6%

AUTOMOBILES & RELATED - 1.0%
     1,000        Goodyear Tire & Rubber . . . . .     33,625
     3,000        Volvo (Class B) (SEK). . . . . .     56,523
                                                       90,148

MISCELLANEOUS CONSUMER DURABLES - 1.6%
       800        B. F. Goodrich . . . . . . . . .     34,700
       800     *  Holophane. . . . . . . . . . . .     15,000
     6,000        Maytag . . . . . . . . . . . . .     90,000
                                                      139,700

Total Consumer Cyclicals                                        229,848

TECHNOLOGY - 5.3%

ELECTRONIC SYSTEMS - 3.5%
     6,000        Honeywell. . . . . . . . . . . .    189,000
     4,600     *  Ortel. . . . . . . . . . . . . .    120,750
                                                      309,750

TELECOMMUNICATIONS - 0.8%
     2,000     *  Indosat ADR. . . . . . . . . . .     71,500

AEROSPACE & DEFENSE - 1.0%
     1,200        Boeing . . . . . . . . . . . . .     56,100
     3,000     *  Tracor . . . . . . . . . . . . .     36,375
                                                       92,475

Total Technology                                                473,725

CAPITAL EQUIPMENT - 1.8%

ELECTRICAL EQUIPMENT - 1.8%
     3,000        Hubbell (Class B). . . . . . . .    159,750

Total Capital Equipment                                         159,750

BUSINESS SERVICES & TRANSPORTATION - 0.3%

AIRLINES - 0.3%
       500     *  AMR. . . . . . . . . . . . . . .     26,625

Total Business Services & Transportation               26,625

ENERGY - 7.6%

ENERGY SERVICES - 2.9%
     2,500     *  BJ Services. . . . . . . . .         42,187
     2,000     *  Geophysique (FRF). . . . . . . .    113,087
     2,000 shs.      Halliburton . . . . . . . . .  $  66,250
     1,500        Helmerich & Payne. . . . . . . .     38,438
                                                      259,962

INTEGRATED PETROLEUM-DOMESTIC - 4.7%
     2,000        Amerada Hess . . . . . . . . . .     91,250
    15,000     *  Crown Central Petroleum. . . . .    180,000
     2,000        Union Texas Petroleum. . . . . .     41,500
     6,000        USX-Marathon . . . . . . . . . .     98,250
                                                      411,000

Total Energy                                                    670,962

BASIC MATERIALS - 1.4%

METALS - 1.0%
     4,000        Ashanti Goldfields GDR, (144a) .     86,000

MINING - 0.4%
     3,000        Pegasus Gold . . . . . . . . . .     34,125

Total Basic Materials                                           120,125

CONGLOMERATES - 0.5%
    20,000        LONRHO (GBP) . . . . . . . . . .     47,561

Total Conglomerates                                              47,561

Total Common Stocks (Cost  $6,783,402)              6,851,422

Preferred Stocks - 3.6%
       200        Cleveland Electric, Series S . .    159,000
     7,000        Manville, $2.70, Cum., 
                  Series B . . . . . . . . . . . .    162,750

Total Preferred Stocks (Cost  $319,060)               321,750

Convertible Bonds - 5.4%
 $ 700,000        Automatic Data Processing, 
                     LYONS, Zero Coupon, 
                     2/20/12 . . . . . . . . . . .    287,875
   200,000        Time Warner, Sub. Deb., 
                     8.75%, 1/10/15. . . . . . . .    189,000

Total Convertible Bonds (Cost  $485,396)              476,875

U.S. Government Obligations - 5.3%
   300,000        U.S. Treasury Bonds, 
                     7.125%, 2/15/23 . . . . . . .    273,000
   200,000        U.S. Treasury Notes, 
                     7.25%, 8/15/04. . . . . . . .    191,968

Total U.S. Government Obligations
    (Cost  $461,705)                                            464,968

Options Purchased - 0.1%
        46 cts.      Ortel "B" puts, 
                     1/3/95 @ 28.3125. . . . . . .  $   9,430

Total Options Purchased (Cost  $6,440)                  9,430

Options Written - 0.0%
        46        Ortel "B" calls, 1/3/95 @ 28.3125.                  0

Total Options Written (Cost  ($6,440))                      0

Short-Term Investments - 6.3%

COMMERCIAL PAPER - 6.3%
$  100,000        BMW U.S. Capital, 
                     5.75%, 1/19/95. . . . . . . .     99,010
   200,000        Ciesco L.P., 
                     5.71%, 1/23/95. . . . . . . .    197,875
   200,000        Merrill Lynch & Co., 
                     5.75%, 1/17/95. . . . . . . .    198,051
    64,000        President & Fellows Harvard 
                     College, 6.00%, 1/3/95. . . .     63,957

Total Short-Term Investments (Cost  $558,893)         558,893

Total Investments in Securities-98.1%
  (Cost $8,608,456)                                           8,683,338

Other Assets Less Liabilities  . . . . . . . . . .    166,585

Net Assets Consisting of:
Accumulated realized gains/losses - 
  net of distributions                             .         $(3,874)
Net unrealized gain                                .          74,882
Paid-in-capital applicable to 
  864,322 shares of  $0.0001 par 
value capital stock outstanding; 
1,000,000,000 shares authorized. . . . . . . . . .  8,778,915

NET ASSETS                                                   $8,849,923
                                                    ___________
                                                    ___________

NET ASSET VALUE PER SHARE                              $10.24
                                                       ______
                                                       ______

    * Non-income producing
 144a Security was purchased pursuant to Rule 144a under the Securities Act
      of 1933 and may not be resold subject to that rule except to
      qualified institutional buyers - total of such securities at
      period-end amounts to 1.0% of net assets.
  FRF French franc 
  GBP British Sterling 
  SEK Swedish krona 

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

Statement of Operations

T. Rowe Price Value Fund / From September 30, 1994 (Commencement of
Operations) to December 31, 1994

INVESTMENT INCOME
Income
  Dividends. . . . . . . . . . . . . . . .        $33,841
  Interest . . . . . . . . . . . . . . . .         28,244
                                                  _________
  Total income . . . . . . . . . . . . . .         62,085
                                                  _________
Expenses
  Custody and accounting . . . . . . . . .         24,145
  Shareholder servicing. . . . . . . . . .         14,805
  Legal and auditing . . . . . . . . . . .          6,540
  Organization . . . . . . . . . . . . . .          2,580
  Registration . . . . . . . . . . . . . .          1,750
  Directors. . . . . . . . . . . . . . . .          1,026
  Prospectus and shareholder reports . . .            364
  Miscellaneous. . . . . . . . . . . . . .            104
  Less:  expenses reimbursed by Manager. .        (35,300)
                                                  _________
  Total expenses . . . . . . . . . . . . .         16,014
                                                  _________
Net investment income. . . . . . . . . . .         46,071
                                                  _________
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
  Securities . . . . . . . . . . . . . . .          1,150
  Foreign currency transactions. . . . . .            (48)
                                                  _________
  Net realized gain. . . . . . . . . . . .          1,102
                                                  _________    
Change in net unrealized gain or loss on:
  Securities . . . . . . . . . . . . . . .         65,452
  Options. . . . . . . . . . . . . . . . .          9,430
                                                  _________    
  Change in net unrealized gain or loss. .         74,882
                                                  _________    
Net realized and unrealized gain . . . . .         75,984
                                                  _________    
INCREASE IN NET ASSETS FROM OPERATIONS . .        $122,055
                                                  _________    
                                                  _________    

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

Statement of Changes in Net Assets

T. Rowe Price Value Fund / From September 30, 1994 (Commencement of
Operations) to December 31, 1994

INCREASE (DECREASE) IN NET ASSETS FROM
Operations
  Net investment income. . . . . . . . . .      $  46,071
  Net realized gain. . . . . . . . . . . .          1,102
  Change in net unrealized gain or loss. .         74,882
                                                _________ 
  Increase in net assets from operations .        122,055 
                                                _________ 

Distributions to shareholders
  Net investment income. . . . . . . . . .        (52,898)
  Net realized gain. . . . . . . . . . . .        ( 4,976)
                                                _________ 
  Decrease in net assets from distributions. . .         (57,874)
                                                _________ 

Capital share transactions1
  Shares sold. . . . . . . . . . . . . . .      9,175,437
  Distributions reinvested . . . . . . . .         55,144
  Shares redeemed. . . . . . . . . . . . .       (567,154)
                                                _________ 
  Increase in net assets from capital 
  share transactions . . . . . . . . . . .       8,663,427
                                                _________ 

Net equalization . . . . . . . . . . . . .         22,315
                                                _________ 

Increase in net assets . . . . . . . . . .      8,749,923

NET ASSETS
Beginning of period. . . . . . . . . . . .        100,000
                                                _________ 
End of period. . . . . . . . . . . . . . .      $8,849,923
                                                _________ 
                                                _________ 

1Capital share transactions (number of shares)
  Shares sold. . . . . . . . . . . . . . .        904,570
  Distributions reinvested . . . . . . . .          5,417
  Shares redeemed. . . . . . . . . . . . .        (56,665)
                                                _________ 
  Increase in capital shares outstanding .        854,322
                                                _________ 
                                                _________ 

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

Notes to Financial Statements

T. Rowe Price Value Fund / December 31, 1994

Note 1 - Significant Accounting Policies
T. Rowe Price Value Fund (the Fund) is registered under the Investment Company
Act of 1940 as a diversified, open-end management investment company.

A) Valuation - Equity securities listed or regularly traded on a securities
exchange (including Nasdaq) are valued at the last quoted sales price on the
day the valuations are made.  A security which is listed or traded on more
than one exchange is valued at the quotation 

Notes to Financial Statements (cont'd.)

on the exchange determined to be the primary market for such security.  Other
equity securities and those listed securities that are not traded on a
particular day are valued at a price within the limits of the latest bid and
asked prices deemed by the Board of Directors, or by persons delegated by the
Board, best to reflect fair value. In the absence of a last sale price,
purchased and written options are valued at the latest bid and asked prices,
respectively.
     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 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.

B) Currency translation -  Assets and liabilities are converted 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 or losses is reflected as a component of such gains
or losses.

C) Discounts and Premiums - Discounts and premiums on debt securities are
amortized for both financial and tax reporting purposes.

D) Other - Income and expenses are recorded on the accrual basis. Investment
transactions are accounted for on the trade date.  Realized gains and losses
are reported on an identified cost basis. Dividend income and distributions to
shareholders are recorded by the Fund on the ex-dividend date.  Income and
capital gain distributions are determined in accordance with federal income
tax regulations 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 - Organization
The Fund was organized on September 21, 1994, and had no operations prior to
September 30, 1994, other than those related to organizational matters,
including the sale of 10,000 shares of its capital stock at $10.00 per share
on September 26, 1994 to T. Rowe Price Associates, Inc.

Note 3 - Investment Transactions
Purchases and sales of portfolio securities, other than short-term and U.S.
Government securities, aggregated $8,080,310 and $497,659, respectively, for
the period ended December 31, 1994.

Note 4 - Federal Income Taxes
No provision for federal income taxes is required since the Fund intends to
qualify as a regulated investment company and distribute all of its taxable
income.
     In order for the Fund's capital accounts and distributions to
shareholders to reflect the tax character of certain transactions, $15,488 of
undistributed net investment income was reclassified as an increase to
paid-in-capital during the period ended December 31, 1994.  The results of
operations and net assets were not affected by the reclassification.
     At December 31, 1994, the aggregate cost of investments for federal
income tax and financial reporting purposes was $8,608,456 and net unrealized
gain aggregated $74,882, of which $337,265 related to appreciated investments
and $262,383 to depreciated investments.

Note 5 - Related Party Transactions
The investment management agreement between the Fund and T. Rowe Price
Associates, Inc. (the Manager) provides for an annual investment management
fee.  The fee is computed daily and paid monthly, consisting of an Individual
Fund Fee equal to 0.35% of average daily net assets and a Group Fee.  The
Group Fee is based on the combined assets of certain mutual funds sponsored by
the Manager or Rowe-Price Fleming International, Inc. (the Group).  The Group
Fee rate ranges from 0.48% for the first $1 billion of assets to 0.31% for
assets in excess of $34 billion.  At December 31, 1994, and for the year then
ended, the effective annual Group Fee rate was 0.34%.  The Fund pays a pro
rata share of the Group Fee based on the ratio of its net assets to those of
the Group.
     Under the terms of the investment management agreement, the Manager is
required to bear any expenses through December 31, 1996, which would cause the
Fund's ratio of expenses to average net assets to exceed 1.10%.  Thereafter
through December 31, 1998, the Fund is required to reimburse the Manager for
these expenses, provided that average net assets have grown or expenses have
declined sufficiently to allow reimbursement without causing the Fund's ratio
of expenses to average net assets to exceed 1.10%.  Pursuant to this
agreement, $9,926 of management fees were not accrued by the Fund for the
period ended December 31, 1994, and $35,300 of other expenses were borne by
the Manager.
     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.
(TRPS) 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 $28,867 for
the period ended Decem-ber 31, 1994, of which $7,374 was payable at period
end.

Financial Highlights

T. Rowe Price Value Fund / From September 30, 1994 (Commencement of
Operations) to December 31, 1994

                                       For a share outstanding
                                        throughout the period
                                      ________________________
NET ASSET VALUE, 
 BEGINNING OF PERIOD . . . . . . . . . . .    $10.00
                                              ______
Investment Activities

  Net investment income. . . . . . . . . .      0.08*
  Net realized and unrealized gain . . . .      0.23
                                              ______
Total from Investment Activities . . . . .      0.31
                                              ______
Distributions
  Net investment income. . . . . . . . . .     (0.07)
                                              ______

NET ASSET VALUE, END OF PERIOD . . . . . .    $10.24
                                              ______
                                              ______

RATIOS/SUPPLEMENTAL DATA
Total Return . . . . . . . . . . . . . . .       3.1%*
Ratio of Expenses to Average Net Assets. .      1.10%!*
Ratio of Net Investment Income 
  to Average Net Assets. . . . . . . . . .      3.16%!*
Portfolio Turnover Rate. . . . . . . . . .      30.8%!
Net Assets, End of Period. . . . . . . . .      $8,849,923

! Annualized.
* Excludes expenses in excess of a 1.10% voluntary expense limitation in
  effect through December 31, 1996. 

Report of Independent Accountants

To the Shareholders and Board of Directors
of T. Rowe Price Value Fund, Inc.

     We have audited the accompanying statement of net assets of T. Rowe
Price Value Fund, Inc. as of December 31, 1994, and the related statement of
operations, the statement of changes in net assets and the financial
highlights for the period September 30, 1994 (commencement of operations) to
December 31, 1994.  These financial statements and financial highlights are
the responsibility of the Fund's management.  Our responsibility is to express
an opinion on these financial statements and financial highlights based on our
audit. 
     We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of investments
owned as of December 31, 1994, by correspondence with the custodian and
brokers.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights,
referred to above, present fairly, in all material respects, the financial
position of T. Rowe Price Value Fund, Inc. as of December 31, 1994, the
results of its operations, the changes in its net assets and financial
highlights for the period stated in the first paragraph in conformity with
generally accepted accounting principles.

                                                   COOPERS & LYBRAND L.L.P.


Baltimore, Maryland
January 23, 1995   


Chart 1 - Security Diversification
Pie chart for Value Fund annual report (Dec. 31, 1994)
Entitled "Security Diversification":  shows Common Stocks 78%, Bonds 5%,
Convertibles 5%, Preferred Stocks 4%, and Cash Reserves 8%



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