PRICE T ROWE VALUE FUND INC
497, 2000-07-20
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<PAGE>

PROSPECTUS
May 1, 2000
T. ROWE PRICE


Value Fund


 A stock fund seeking long-term capital growth through a value approach to stock
 selection.
(T. ROWE PRICE RAM LOGO)
 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.
<PAGE>

T. Rowe Price Value Fund, Inc.
Prospectus

May 1, 2000


<TABLE>
<CAPTION>
<S>      <C>  <C>                                       <C>
1             ABOUT THE FUND
              Objective, Strategy, Risks, and Expenses      1
              -----------------------------------------------
              Other Information About the Fund              4
              -----------------------------------------------

2             ABOUT YOUR ACCOUNT
              Pricing Shares and Receiving                  6
              Sale Proceeds
              -----------------------------------------------
              Distributions and Taxes                       7
              -----------------------------------------------
              Transaction Procedures and                    9
              Special Requirements
              -----------------------------------------------

3             MORE ABOUT THE FUND
              Organization and Management                  12
              -----------------------------------------------
              Understanding Performance Information        13
              -----------------------------------------------
              Investment Policies and Practices            14
              -----------------------------------------------
              Financial Highlights                         19
              -----------------------------------------------

4             INVESTING WITH T. ROWE PRICE
              Account Requirements                         21
              and Transaction Information
              -----------------------------------------------
              Opening a New Account                        21
              -----------------------------------------------
              Purchasing Additional Shares                 23
              -----------------------------------------------
              Exchanging and Redeeming                     23
              -----------------------------------------------
              Rights Reserved by the Fund                  25
              -----------------------------------------------
              Information About Your Services              26
              -----------------------------------------------
              T. Rowe Price Brokerage                      28
              -----------------------------------------------
              Investment Information                       29
              -----------------------------------------------
</TABLE>





 Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates,
Inc., and its affiliates managed $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

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


 What is the fund's objective?

   The fund seeks to provide long-term capital appreciation by investing in
   common stocks believed to be undervalued. Income is a secondary objective.


 What is the fund's principal investment strategy?

   In taking a value approach to investment selection, at least 65% of total
   assets will be invested in common stocks the portfolio manager regards as
   undervalued. Holdings are expected to consist primarily of large-company
   stocks, but may also include smaller companies.

   Our in-house research team seeks to identify companies that appear to be
   undervalued by various measures, and may be temporarily out of favor, but
   have good prospects for capital appreciation. In selecting investments, we
   generally look for the following:


  . low price/earnings, price/book value, or price/cash flow ratios relative to
   the S&P 500, the company's peers, or its own historic norm;

  . low stock price relative to a company's underlying asset values;

  . a plan to improve the business through restructuring; and

  . a sound balance sheet and other positive financial characteristics.

   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 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
<PAGE>


T. ROWE PRICE
   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 value approach carries the risk that the market will not recognize a
   security's intrinsic value for a long time, or that a stock judged to be
   undervalued may actually be appropriately priced. Small- and midsize-company
   stocks are typically more volatile than larger ones.


   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 a somewhat conservative equity
   investment that provides potential for capital growth with some dividend
   income, 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.

   The fund can be used in both regular and tax-deferred accounts, such as IRAs.


   . 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>

INVESTING WITH T. ROWE PRICE
LOGO

<TABLE>
<CAPTION>
                      Calendar Year Total Returns
             "95"       "96"       "97"      "98"      "99"
 -------------------------------------------------------------------
 <S>      <C>        <C>        <C>        <C>       <C>       <S>
            39.85      28.51      29.25      6.85      9.16
 -------------------------------------------------------------------
</TABLE>


          Quarter ended              Total return

 Best quarter                            6/30/99 15.02%

 Worst quarter                           9/30/98 -13.40%




<TABLE>
Table 1  Average Annual Total Returns
<CAPTION>
                                                  Periods ended
                                                December 31, 1999
                                                            Since inception
                                        1 year   5 years       (9/30/94)
 ---------------------------------------
 <S>                                    <C>      <C>       <C>
  Value Fund                             9.16%    22.06%        21.61%

  S&P 500 Stock Index                   21.04      28.56        27.02
  Lipper Multi-Cap Value Funds Average   7.78      18.48        13.26
 ---------------------------------------------------------------------------
</TABLE>




 These figures include changes in principal value, reinvested dividends, and
 capital gain distributions, if any.


 What fees or expenses will I pay?

   The fund is 100% no load. There are no fees or charges to buy or sell fund
   shares, reinvest dividends, or exchange into other T. Rowe Price funds. There
   are no 12b-1 fees.
<PAGE>

T. ROWE PRICE
<TABLE>
 Table 2  Fees and Expenses of the Fund
<CAPTION>
                                               Annual fund operating expenses
                                        (expenses that are deducted from fund assets)
 -------------------------------------------------------------------------------------
 <S>                                   <C>
  Management fee                                           0.67%/ // /
  Other expenses                                           0.25%
  Total annual fund operating                              0.92%/ // /
  expenses
 -------------------------------------------------------------------------------------
</TABLE>



   Example.  The following table gives you a rough idea of how expense ratios
   may translate into dollars and helps you to compare the cost of investing in
   this fund with that of other funds. Although your actual costs may be higher
   or lower, the table shows how much you would pay if operating expenses remain
   the same, you invest $10,000, earn a 5% annual return, and hold the
   investment for the following periods:
<TABLE>
<CAPTION>
   1 year       3 years       5 years        10 years
 -------------------------------------------------------
 <S>          <C>           <C>           <C>
     $94          $293          $509          $1,131
 -------------------------------------------------------
</TABLE>




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

 What are some of the fund's potential rewards?

   Generally, careful selection of stocks having value characteristics can, over
   time, limit the downside risk of a value-oriented portfolio compared with the
   broad market.


 What is meant by a "value" investment approach?

   Value investors seek to invest in companies whose stock prices are low in
   relation to their real worth or future prospects. By identifying companies
   whose stocks are currently out of favor or misunderstood, value investors
   hope to realize significant appreciation as other investors recognize the
   stock's intrinsic value and the price rises accordingly.


   . Value investors look for undervalued assets.


 What are some examples of undervalued situations?

   There are numerous situations in which a company's value may not be reflected
   in its stock price. For example, a company may own a substantial amount of
   real estate that is valued on its financial statements well below market
   levels. If those properties were to be sold, or if their hidden value became
   recognized in some other manner, the company's stock price could rise. In
   another example, a company's management could spin off an unprofitable
   division into a separate com-
<PAGE>

INVESTING WITH T. ROWE PRICE
   pany, potentially increasing the value of the parent. Or, in the reverse, a
   parent company could spin off a profitable division that has not drawn the
   attention it deserves, potentially resulting in higher valuations for both
   entities.

   Sometimes new management can revitalize companies that have grown fat or lost
   their focus, eventually leading to improved profitability. Management could
   increase shareholder value by using excess cash flow to pay down debt, buying
   back outstanding shares of common stock, or raising the dividend.


 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
 PRICING SHARES AND RECEIVING SALE PROCEEDS
 ----------------------------------------------------------
   Here are some procedures you should know when investing in a T. Rowe Price
   fund.


 How and when shares are priced


   The share price (also called "net asset value" or NAV per share) for the 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.


   . The various ways you can buy, sell, and exchange shares are explained at
     the end of this prospectus and on the New Account Form. These procedures
     may differ for institutional and employer-sponsored retirement accounts.


 How your purchase, sale, or exchange price is determined

   If we receive your request in correct form by 4 p.m. ET, your transaction
   will be priced at that day's NAV. If we receive it after 4 p.m., it will be
   priced at the next business day's NAV.

   We cannot accept orders that request a particular day or price for your
   transaction or any other special conditions.

   Fund shares may be purchased through various third-party intermediaries
   including banks, brokers, and investment advisers. Where authorized by a
   fund, orders will be priced at the NAV next computed after receipt by the
   intermediary. Consult your intermediary to determine when your orders will be
   priced. The intermediary may charge a fee for its services.

   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


   . When filling out the New Account Form, you may wish to give yourself the
     widest range of options for receiving proceeds from a sale.


   If your request is received by 4 p.m. ET in correct form, proceeds are
   usually sent on the next business day. Proceeds can be sent to you by mail or
   to your bank account by Automated Clearing House (ACH) transfer or bank wire.
   ACH is an automated method of initiating payments from, and receiving
   payments in, your financial institution account. The ACH system is supported
   by over 20,000
<PAGE>


INVESTING WITH T. ROWE PRICE
   banks, savings banks, and credit unions. Proceeds sent by ACH transfer should
   be credited the second business day after the sale. Proceeds sent by bank
   wire should be credited to your account the first business day after the
   sale.


  . Exception:  Under certain circumstances and when deemed to be in a fund's
   best interest, your proceeds may not be sent for up to seven calendar days
   after we receive your redemption request.


   . If for some reason we cannot accept your request to sell shares, we will
     contact you.



 USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES
 ----------------------------------------------------------

   . All net investment income and realized capital gains are distributed to
     shareholders.


 Dividends and Other Distributions

   Dividend and capital gain distributions are reinvested in additional fund
   shares in your account unless you select another option on your New Account
   Form. The advantage of reinvesting distributions arises from compounding;
   that is, you receive income dividends and capital gain distributions on a
   rising number of shares.


   Distributions not reinvested are paid by check or transmitted to your bank
   account via ACH. If the Post Office cannot deliver your check, or if your
   check remains uncashed for six months, the fund reserves the right to
   reinvest your distribution check in your account at the NAV on the day of the
   reinvestment and to reinvest all subsequent distributions in shares of the
   fund. No interest will accrue on amounts represented by uncashed distribution
   or redemption checks.

   Income dividends
  . The fund declares and pays dividends (if any) annually.


  . A portion of fund dividends may be eligible for the 70% deduction for
   dividends received by corporations.

   Capital gains
  . A capital gain or loss is the difference between the purchase and sale price
   of a security.

  . If a fund has net capital gains for the year (after subtracting any capital
   losses), they are usually declared and paid in December to shareholders of
   record on a specified date that month.
<PAGE>

T. ROWE PRICE
 Tax Information


   . You will be sent timely information for your tax filing needs.

   You need to be aware of the possible tax consequences when:

  . You sell fund shares, including an exchange from one fund to another.

  . The fund makes a distribution to your account.

   Taxes on fund redemptions
   When you sell shares in any fund, you may realize a gain or loss. An exchange
   from one fund to another is still a sale for tax purposes.


   In January, you will be sent Form 1099-B indicating the date and amount of
   each sale you made in the fund during the prior year. This information will
   also be reported to the IRS. For most new accounts or those opened by
   exchange in 1984 or later, we will provide the gain or loss on the shares you
   sold during the year, based on the "average cost," single category method.
   This information is not reported to the IRS, and you do not have to use it.
   You may calculate the cost basis using other methods acceptable to the IRS,
   such as "specific identification."

   To help you maintain accurate records, we send you a confirmation immediately
   following each transaction you make (except for systematic purchases and
   redemptions) and a year-end statement detailing all your transactions in each
   fund account during the year.

   Taxes on fund distributions

   . The following summary does not apply to retirement accounts, such as IRAs,
     which are not subject to current tax.

   In January, you will be sent Form 1099-DIV indicating the tax status of any
   dividend and capital gain distributions made to you. This information will
   also be reported to the IRS. Distributions are generally taxable to you for
   the year in which they were paid. You will be sent any additional information
   you need to determine your taxes on fund distributions, such as the portion
   of your dividends, if any, that may be exempt from state income taxes.

   The tax treatment of a capital gain distribution is determined by how long
   the fund held the portfolio securities, not how long you held shares in the
   fund. Short-term (one year or less) capital gain distributions are taxable at
   the same rate as ordinary income and long-term gains on securities held more
   than 12 months are taxed at a maximum rate of 20%. However, if you realized a
   loss on the sale or exchange of fund shares that you held six months or less,
   your short-term loss will be reclassified to a long-term loss to the extent
   of any long-term capital gain distribution received during the period you
   held the shares.
<PAGE>

INVESTING WITH T. ROWE PRICE

   Gains and losses from the sale of foreign currencies and the foreign currency
   gain or loss resulting from the sale of a foreign debt security can increase
   or decrease an ordinary income dividend. Net foreign currency losses may
   cause a dividend to be classified as a return of capital.


   . Distributions are taxable whether reinvested in additional shares or
     received in cash.

   Tax effect of buying shares before a capital gain or dividend distribution
   If you buy shares shortly before or on the "record date" -  the date that
   establishes you as the person to receive the upcoming distribution - you will
   receive a portion of the money you just invested in the form of a taxable
   distribution. Therefore, you may wish to find out a fund's record date before
   investing. Of course, a fund's share price may, at any time, reflect
   undistributed capital gains or income and unrealized appreciation, which may
   result in future taxable distributions.



 TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
 ----------------------------------------------------------

   . Following these procedures helps assure timely and accurate transactions.


 Purchase Conditions

   Nonpayment

   If you pay with a check or ACH transfer that does not clear or if your
   payment is not timely received, your purchase will be canceled. You will be
   responsible for any losses or expenses incurred by the fund or transfer
   agent, and the fund can redeem shares you own in this or another identically
   registered T. Rowe Price account as reimbursement. The fund and its agents
   have the right to reject or cancel any purchase, exchange, or redemption due
   to nonpayment.

   U.S. dollars; type of check
   All purchases must be paid for in U.S. dollars; checks must be drawn on U.S.
   banks.


 Sale (Redemption) Conditions

   Holds on immediate redemptions: 10-day hold

   If you sell shares that you just purchased and paid for by check or ACH
   transfer, the fund will process your redemption but will generally delay
   sending you the proceeds for up to 10 calendar days to allow the check or
   transfer to clear. If your redemption request was sent by mail or mailgram,
   proceeds will be mailed no later than the seventh calendar day following
   receipt unless the check or ACH transfer has not cleared. (The 10-day hold
   does not apply to purchases paid for by bank wire or automatic purchases
   through your paycheck.)
<PAGE>

T. ROWE PRICE
   Telephone, Tele*Access/(R)/, and personal computer transactions

   Exchange and redemption services through telephone and Tele*Access are
   established automatically when you sign the New Account Form unless you check
   the boxes that state you do not want these services. Personal computer
   transactions must be authorized separately. T. Rowe Price funds and their
   agents use reasonable procedures to verify the identity of the shareholder.
   If these procedures are followed, the funds and their agents are not liable
   for any losses that may occur from acting on unauthorized instructions. A
   confirmation is sent promptly after a transaction. Please review it carefully
   and contact T. Rowe Price immediately about any transaction you believe to be
   unauthorized. All telephone conversations are recorded.

   Redemptions over $250,000
   Large sales can adversely affect a portfolio manager's ability to implement a
   fund's investment strategy by causing the premature sale of securities that
   would otherwise be held. If, in any 90-day period, you redeem (sell) more
   than $250,000, or your sale amounts to more than 1% of fund net assets, the
   fund has the right to pay the difference between the redemption amount and
   the lesser of the two previously mentioned figures with securities from the
   fund.


 Excessive Trading


   . T. Rowe Price may bar excessive traders from purchasing shares.


   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.

  . Trades placed directly with T. Rowe Price  If you trade directly with T.
   Rowe Price, you can make one purchase and one sale involving the same fund
   within any 120-day period. For example, if you are in fund A, you can move
   assets from fund A to fund B and, within the next 120 days, sell your shares
   in fund B to return to fund A or move to fund C. If you exceed this limit, or
   if your trade activity involves market timing, you are in violation of our
   excessive trading policy.

   Two types of transactions are exempt from this policy: 1) trades solely in
   money market funds (exchanges between a money fund and a nonmoney fund are
   not exempt); and 2) systematic purchases or redemptions (see Information
   About Your Services).


  . Trades placed through intermediaries  If you purchase fund shares through an
   intermediary including a broker, bank, investment adviser, or other third
   party, you can make one purchase and one sale involving the same fund within
   any 120-day period. If you exceed this limit or if you hold fund shares for
   less than 60 cal-
<PAGE>


INVESTING WITH T. ROWE PRICE
   endar days, you are in violation of our excessive trading policy. Systematic
   purchases or redemptions are exempt from this policy.


 Keeping Your Account Open

   Due to the relatively high cost to a fund of maintaining small accounts, we
   ask you to maintain an account balance of at least $1,000. If your balance is
   below $1,000 for three months or longer, we have the right to close your
   account after giving you 60 days in which to increase your balance.


 Small Account Fee


   Because of the disproportionately high costs of servicing accounts with low
   balances, a $10 fee, paid to T. Rowe Price Services, the fund's transfer
   agent, will automatically be deducted from nonretirement accounts with
   balances falling below a minimum. The valuation of accounts and the deduction
   are expected to take place during the last five business days of September.
   The fee will be deducted from accounts with balances below $2,000, except for
   UGMA/UTMA accounts, for which the minimum is $500. The fee will be waived for
   any investor whose T. Rowe Price mutual fund accounts total $25,000 or more.
   Accounts employing automatic investing (e.g., payroll deduction, automatic
   purchase from a bank account, etc.) are also exempt from the charge. The fee
   does not apply to IRAs and other retirement plan accounts, but a separate
   custodial fee may apply to such accounts.


 Signature Guarantees


   . A signature guarantee is designed to protect you and the T. Rowe Price
     funds from fraud by verifying your signature.

   You may need to have your signature guaranteed in certain situations, such
   as:

  . Written requests 1) to redeem over $100,000, or 2) to wire redemption
   proceeds.

  . Remitting redemption proceeds to any person, address, or bank account not on
   record.

  . Transferring redemption proceeds to a T. Rowe Price fund account with a
   different registration (name or ownership) from yours.

  . Establishing certain services after the account is opened.

   You can obtain a signature guarantee from most banks, savings institutions,
   broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot
   accept guarantees from notaries public or organizations that do not provide
   reimbursement in the case of fraud.
<PAGE>

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

 How is the fund organized?

   The fund was incorporated in Maryland in 1994 and is a "diversified, open-end
   investment company," or mutual fund. Mutual funds pool money received from
   shareholders and invest it to try to achieve specified objectives.


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


 What is meant by "shares"?

   As with all mutual funds, investors purchase shares when they put money in a
   fund. 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 to:

  . Receive a proportional interest in a fund's income and capital gain
   distributions.

  . 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.


 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 by mail
   or telephone, or on the Internet.


 Who runs the fund?

   General Oversight
   The fund 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 fund's officers. The policy of the fund is that the
   majority of Board members are independent of T. Rowe Price Associates, Inc.
   (T. Rowe Price).
<PAGE>

INVESTING WITH 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:
   Brian C. Rogers, Chairman, Stephen W. Boesel, David R. Giroux, Kara Cheseby
   Landers, Richard P. Howard, and David J. Wallack. 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.
   Rogers has been chairman of the fund's committee since 1994. He joined T.
   Rowe Price in 1982 and has been managing investments since 1983.

   The Management Fee
   This fee has two parts - an "individual fund fee," which reflects a fund's
   particular characteristics, and a "group fee." The group fee, which is
   designed to reflect the benefits of the shared resources of the T. Rowe Price
   investment management complex, is calculated daily based on the combined net
   assets of all T. Rowe Price funds (except the Spectrum Funds, and any
   institutional, index, or private label mutual funds). The group fee schedule
   (shown below) is graduated, declining as the asset total rises, so
   shareholders benefit from the overall growth in mutual fund assets.


<TABLE>
   Group Fee Schedule
<CAPTION>
    <S>               <C>
     0.334%/a/         First $50 billion

     0.305%            Next $30 billion

     0.300%            Next $40 billion

     0.295%            Thereafter
    --------------------------------------
</TABLE>



   /a/     Represents a blended group fee rate containing various break points.


   The fund's portion of the group fee is determined by the ratio of its daily
   net assets to the daily net assets of all the T. Rowe Price funds described
   previously. Based on combined T. Rowe Price fund assets of over $106 billion
   at December 31, 1999, the group fee was 0.32%. The individual fund fee is
   0.35%.



 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 us; in our newsletter, The Price Report; in T. Rowe Price
   advertisements; and in the media.
<PAGE>

T. ROWE PRICE
 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.



 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.

   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
<PAGE>

INVESTING WITH T. ROWE PRICE
   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.


   . 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, the fund 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.
<PAGE>

T. ROWE PRICE
   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).

   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  Fund investments in foreign securities are limited to 25%
   of total assets (excluding reserves).

   Fixed Income Securities

   From time to time, we may invest in debt securities of any type, including
   municipal securities, without regard to quality or rating. Such securities
   would be purchased in companies, municipalities, or entities which meet the
   investment criteria for the fund. The price of a bond fluctuates with changes
   in interest rates, generally rising when interest rates fall and falling when
   interest rates rise.

   High-Yield, High-Risk Investing
   The total return and yield of lower-quality (high-yield, high-risk) bonds,
   commonly referred to as "junk" bonds, can be expected to fluctuate more than
   the total return and yield of higher-quality, shorter-term bonds, but not as
   much as those of common stocks. Junk bonds (those rated below BBB or in
   default) are regarded as predominantly speculative with respect to the
   issuer's continuing ability to meet principal and interest payments.
<PAGE>

INVESTING WITH T. ROWE PRICE
   Operating policy  The fund may purchase any type of noninvestment-grade debt
   security (or junk bond) including those in default. The fund will not
   purchase this type of security if immediately after such purchase the fund
   would have more than 10% of its total assets invested in such securities.
   There is no limit on fund investments in convertible 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.
<PAGE>

T. ROWE PRICE
   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 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 fund 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 cur-
<PAGE>


INVESTING WITH T. ROWE PRICE
   rency 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 capital losses.

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

   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 table in the Financial Highlights section.



  FINANCIAL HIGHLIGHTS
 ----------------------------------------------------------
   Table 3, 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.
<PAGE>

T. ROWE PRICE
<TABLE>
 Table 3  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    $ 10.24    $  13.21    $  15.76   $  18.24   $  18.31
  Income From Investment Operations
  Net investment income    0.27/a/     0.27/a/      0.21       0.19       0.22
                         --------------------------------------------------------
  Net gains or losses
  on securities (both
  realized and              3.78        3.45        4.31       1.04       1.38
  unrealized)
                         --------------------------------------------------------
  Total from investment
  operations                4.05        3.72        4.52       1.23       1.60
  Less Distributions
  Dividends (from net      (0.26)      (0.26)      (0.21)     (0.20)     (0.21)
  investment income)
                         --------------------------------------------------------
  Distributions (from      (0.82)      (0.91)      (1.83)     (0.96)     (2.20)
  capital gains)
                         --------------------------------------------------------
  Returns of capital          --          --          --         --         --
                         --------------------------------------------------------
  Total distributions      (1.08)      (1.17)      (2.04)     (1.16)     (2.41)
                         --------------------------------------------------------
  Net asset value, end   $ 13.21    $  15.76    $  18.24   $  18.31   $  17.50
  of period
                         --------------------------------------------------------
  Total return             39.85%/a/   28.51%/a/   29.25%      6.85%      9.16%
  Ratios/Supplemental Data
  Net assets, end of     $46,582    $197,846    $546,375   $774,514   $851,419
  period (in thousands)
                         --------------------------------------------------------
  Ratio of expenses to      1.10%/a/    1.10%/a/    1.05%      0.98%      0.92%
  average net assets
                         --------------------------------------------------------
  Ratio of net income       2.03%/a/    1.71%/a/    1.26%      1.06%      1.14%
  to average net assets
                         --------------------------------------------------------
  Portfolio turnover        89.7%       68.0%       67.2%      72.1%      67.8%
  rate
 -------------------------------------------------------------------------------------
</TABLE>


 /a/
   Excludes expenses in excess of a 1.10% voluntary expense limitation in effect
   through December 31, 1996.
<PAGE>

 INVESTING WITH T. ROWE PRICE
 ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
 ----------------------------------------------------------
Tax Identification Number
We must have your correct Social Security or corporate tax identification number
on a signed New Account Form or W-9 Form. Otherwise, federal law requires the
funds to withhold a percentage (currently 31%) of your dividends, capital gain
distributions, and redemptions, and may subject you to an IRS fine. If this
information is not received within 60 days after your account is established,
your account may be redeemed, priced at the NAV on the date of redemption.

Always verify your transactions by carefully reviewing the confirmation we send
you. Please report any discrepancies to Shareholder Services promptly.

Employer-Sponsored Retirement Plans and Institutional Accounts T. Rowe Price
Trust Company 1-800-492-7670
Transaction procedures in the following sections may not apply to
employer-sponsored retirement plans and institutional accounts. For procedures
regarding employer-sponsored retirement plans, please call T. Rowe Price Trust
Company or consult your plan administrator. For institutional account
procedures, please call your designated account manager or service
representative.



 OPENING A NEW ACCOUNT
 ----------------------------------------------------------
$2,500 minimum initial investment; $1,000 for retirement plans or gifts or
transfers to minors (UGMA/UTMA) accounts

Account Registration
If you own other T. Rowe Price funds, be sure to register any new account just
like your existing accounts so you can exchange among them easily. (The name and
account type would have to be identical.)

By Mail

Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check, together with the New Account Form, to the
appropriate address in the next paragraph. We do not accept third-party checks
to open new accounts, except for IRA Roll-
<PAGE>


T. ROWE PRICE
over checks that are properly endorsed. In addition, the fund does not accept
purchases made by credit card check.


Mail via U.S. Postal Service
T. Rowe Price Account Services P.O. Box 17300 Baltimore, MD 21297-1300

Mail via private carriers/overnight services
T. Rowe Price Account Services Mailcode 17300 4515 Painters Mill Road Owings
Mills, MD 21117-4903

By Wire
Call Investor Services for an account number and give the following wire
information to your bank:

Receiving Bank:  PNC Bank, N.A. (Pittsburgh) Receiving Bank ABA#:  043000096
Beneficiary:  T. Rowe Price [fund name] Beneficiary Account:  1004397951
Originator to Beneficiary Information (OBI):  name of owner(s) and account
number


Complete a New Account Form and mail it to one of the appropriate addresses
listed previously.

Note: No services will be established and IRS penalty withholding may occur
until we receive a signed New Account Form. Also, retirement plan accounts and
IRAs cannot be opened by wire.

By Exchange
Call Shareholder Services or use Tele*Access or your personal computer (see
Automated Services under Information About Your Services). The new account will
have the same registration as the account from which you are exchanging.
Services for the new account may be carried over by telephone request if
preauthorized on the existing account. For limitations on exchanging, see
explanation of Excessive Trading under Transaction Procedures and Special
Requirements.

In Person
Drop off your New Account Form at any location listed on the back cover and
obtain a receipt.
<PAGE>

INVESTING WITH T. ROWE PRICE
 PURCHASING ADDITIONAL SHARES
 ----------------------------------------------------------
$100 minimum purchase; $50 minimum for retirement plans, Automatic Asset
Builder, and gifts or transfers to minors (UGMA/UTMA) accounts

By ACH Transfer
Use Tele*Access or your personal computer or call Investor Services if you have
established electronic transfers using the ACH network.

By Wire
Call Shareholder Services or use the wire address listed in Opening a New
Account.

By Mail
 1. Make your check payable to T. Rowe Price Funds (otherwise it may be
   returned).

 2. Mail the check to us at the following address with either a fund
   reinvestment slip or a note indicating the fund you want to buy and your fund
   account number.

 3. Remember to provide your account number and the fund name on the memo line
   of your check.


Mail via U.S. Postal Service
T. Rowe Price Funds Account Services P.O. Box 17300 Baltimore, MD 21297-1300

/(For //mail via private carriers and overnight services//, see previous /
/section.)/

By Automatic Asset Builder
Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form.



 EXCHANGING AND REDEEMING SHARES
 ----------------------------------------------------------
Exchange Service
You can move money from one account to an existing identically registered
account or open a new identically registered account. Remember, exchanges are
purchases and sales for tax purposes. (Exchanges into a state tax-free fund are
limited to investors living in states where the fund is registered.)
<PAGE>

T. ROWE PRICE
Redemptions
Redemption proceeds can be mailed to your account address, sent by ACH transfer
to your bank, or wired to your bank (provided your bank information is already
on file). For charges, see Electronic Transfers - By Wire under Information
About Your Services.


Some of the T. Rowe Price funds may impose a redemption fee of 0.5% to 2% on
shares held for less than six months, one year, or two years, as specified in
the prospectus. The fee is paid to the fund.

By Phone
Call Shareholder Services

If you find our phones busy during unusually volatile markets, please consider
placing your order by your personal computer or Tele*Access (if you have
previously authorized these services), mailgram, or express mail. For exchange
policies, please see Transaction Procedures and Special Requirements - Excessive
Trading.

By Mail

For each account involved, provide the account name, number, fund name, and
exchange or redemption amount. For exchanges, be sure to specify any fund you
are exchanging out of and the fund or funds you are exchanging into. T. Rowe
Price requires the signatures of all owners exactly as registered, and possibly
a signature guarantee (see Transaction Procedures and Special Requirements -
Signature Guarantees). Please use the appropriate address below:

For nonretirement and IRA accounts:
via U.S. Postal Service
T. Rowe Price Account Services P.O. Box 17302 Baltimore, MD 21297-1302


via private carriers/overnight services
T. Rowe Price Account Services Mailcode 17302 4515 Painters Mill Road Owings
Mills, MD 21117-4903


For employer-sponsored retirement accounts:
via U.S. Postal Service
T. Rowe Price Trust Company P.O. Box 17479 Baltimore, MD 21297-1479
<PAGE>

INVESTING WITH T. ROWE PRICE

via private carriers/overnight services
T. Rowe Price Trust Company Mailcode 17479 4515 Painters Mill Road Owings Mills,
MD 21117-4903

Requests for redemptions from employer-sponsored retirement accounts must be in
writing; please call T. Rowe Price Trust Company or your plan administrator for
instructions. IRA distributions may be requested in writing or by telephone;
please call Shareholder Services to obtain an IRA Distribution Form or an IRA
Shareholder Services Form to authorize the telephone redemption service.



 RIGHTS RESERVED BY THE FUND
 ----------------------------------------------------------

The fund and its agents reserve the following rights: (1) to waive or lower
investment minimums; (2) to accept initial purchases by telephone or mailgram;
(3) to refuse any purchase or exchange order; (4) 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) upon notice
to the shareholder within five business days of the trade or if the written
confirmation has not been received by the shareholder, whichever is sooner; (5)
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; (6) to otherwise modify
the conditions of purchase and any services at any time; and (7) 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
shareholder or group of shareholders controlled by the same person or group of
persons will knowingly be permitted to
<PAGE>

T. ROWE PRICE
purchase in excess of 5% of the outstanding shares of the fund, except upon
approval of the fund's management.



 INFORMATION ABOUT YOUR SERVICES
 ----------------------------------------------------------
Shareholder Services 1-800-225-5132 Investor Services 1-800-638-5660
Many services are available to you as a T. Rowe Price shareholder; some you
receive automatically, and others you must authorize or request on the New
Account Form. By signing up for services on the New Account Form rather than
later on, you avoid having to complete a separate form and obtain a signature
guarantee. This section discusses some of the services currently offered. Our
Services Guide, which we mail to all new shareholders, contains detailed
descriptions of these and other services.

Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.

Retirement Plans
We offer a wide range of plans for individuals, institutions, and large and
small businesses: Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEP-IRAs, Keoghs
(profit sharing, money purchase pension), 401(k)s, and 403(b)(7)s. For
information on IRAs, call Investor Services. For information on all other
retirement plans or our no-load variable annuity, please call our Trust Company
at 1-800-492-7670.

Automated Services Tele*Access 1-800-638-2587 24 hours, 7 days
Tele*Access

24-hour service via a toll-free number enables you to (1) access information on
fund performance, prices, distributions, account balances, and your latest
transaction; (2) request checks, prospectuses, services forms, duplicate
statements, and tax forms; and (3) initiate purchase, redemption, and exchange
transactions in your accounts (see Electronic Transfers in this section).
<PAGE>

INVESTING WITH T. ROWE PRICE
Web Address www.troweprice.com
After authorizing this service, account transactions may also be conducted
through our Web site on the Internet. If you subscribe to America Online/(R)/,
you can access our Web site via keyword "T. Rowe Price" and conduct transactions
in your account.

Plan Account Line 1-800-401-3279
Plan Account Line
This 24-hour service is similar to Tele*Access but is designed specifically to
meet the needs of retirement plan investors.

Telephone and Walk-In Services
Buy, sell, or exchange shares by calling one of our service representatives or
by visiting one of our investor center locations whose addresses are listed on
the back cover.

Electronic Transfers
By ACH
With no charges to pay, you can initiate a purchase or redemption for as little
as $100 or as much as $100,000 between your bank account and fund account using
the ACH network. Enter instructions via Tele*Access or your personal computer,
or call Shareholder Services.

By Wire
Electronic transfers can be conducted via bank wire. There is currently a $5 fee
for wire redemptions under $5,000, and your bank may charge for incoming or
outgoing wire transfers regardless of size.

Checkwriting
(Not available for equity funds, or the High Yield or Emerging Markets Bond
Funds) You may write an unlimited number of free checks on any money market
fund, and most bond funds, with a minimum of $500 per check. Keep in mind,
however, that a check results in a redemption; a check written on a bond fund
will create a taxable event which you and we must report to the IRS.

Automatic Investing
($50 minimum) You can invest automatically in several different ways, including:

Automatic Asset Builder

You can instruct us to move $50 or more from your bank account, or you can
instruct your employer to send all or a portion of your paycheck to the fund or
funds you designate.
<PAGE>

T. ROWE PRICE
Automatic Exchange
You can set up systematic investments from one fund account into another, such
as from a money fund into a stock fund.



 T. ROWE PRICE BROKERAGE
 ----------------------------------------------------------

To Open an Account 1-800-638-5660 For Existing Brokerage Customers
1-800-225-7720
Investments available through our brokerage service include  stocks, options,
bonds, and others  at commission savings over full-service brokers*. We also
provide a wide range of services, including:

Automated Telephone and Computer Services
You can enter stock and option orders, access quotes, and review account
information around the clock by phone with Tele-Trader or via the Internet with
Internet-Trader. Any trades entered through Tele-Trader save you an additional
10% on commissions. For stock trades entered through Internet-Trader, you will
pay a commission of $24.95 for up to 1,000 shares plus $.02 for each share over
1,000. Option trades entered through Internet-Trader save you 10% over our
standard commission schedule. All trades are subject to a $35 minimum commission
except stock trades placed through Internet-Trader.

Investor Information
A variety of informative reports, such as our Brokerage Insights series and S&P
Market Month newsletter, as well as access to on-line research tools can help
you better evaluate economic trends and investment opportunities.

Dividend Reinvestment Service

If you elect to participate in this service, the cash dividends from the
eligible securities held in your account will automatically be reinvested in
additional shares of the same securities free of charge. Dividend payments must
be $10.00 or greater to qualify for reinvestment. Most securities listed on
national securities exchanges or on Nasdaq are eligible for this service.

/*Services //v//ary //b//y //f//irm./
<PAGE>

INVESTING WITH T. ROWE PRICE
/T. Rowe Price// Brokerage is a division of //T. Rowe Price// Investment /
/Services, Inc., Member NASD/SIPC./



 INVESTMENT INFORMATION
 ----------------------------------------------------------

To help shareholders monitor their investments and make decisions that
accurately reflect their financial goals, T. Rowe Price offers a wide variety of
information in addition to account statements. Most of this information is also
available on our Web site at www.troweprice.com.

Shareholder Reports
Fund managers' reviews of their strategies and performance. If several members
of a household own the same fund, only one fund report is mailed to that
address. To receive additional copies, please call Shareholder Services or write
to us at P.O. Box 17630, Baltimore, Maryland 21297-1630.

The T. Rowe Price Report
A quarterly investment newsletter discussing markets and financial strategies.

Performance Update
A quarterly review of all T. Rowe Price fund results.

Insights
Educational reports on investment strategies and financial markets.

Investment Guides
Asset Mix Worksheet, College Planning Kit, Diversifying Overseas: A T. Rowe
Price Guide to International Investing, Managing Your Retirement Distribution,
Personal Strategy Planner, Retirees Financial Guide, Retirement Planning Kit,
and Tax Considerations for Investors.
<PAGE>

To help you achieve your financial goals, T. Rowe Price offers a wide range of
stock, bond, and money market investments, as well as convenient services and
informative reports.
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 free
copies of any of these documents, or for shareholder inquiries, call
1-800-638-5660.

Fund information and Statements of Additional Information are also available
from the Public Reference Room of the Securities and Exchange Commission. Infor-
mation 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.

Walk-in
Investor Centers
For directions, call 1-800-225-5132 or visit our Web site

Baltimore Area
Downtown
 101 East Lombard Street

Owings Mills
 Three Financial Center 4515 Painters Mill Road

Boston Area
 386 Washington Street Wellesley

Colorado Springs
 4410 ArrowsWest Drive

Los Angeles Area
 Warner Center 21800 Oxnard Street Suite 270 Woodland Hills

Tampa
 4200 West Cypress St. 10th Floor

Washington, D.C.
 900 17th Street, N.W. Farragut Square
 For Mutual Fund or T. Rowe Price Brokerage Information
 Investor Services
 1-800-638-5660

For Existing Accounts
 Shareholder Services
 1-800-225-5132

For Yields, Prices, Account Information, or to Conduct Transactions
 Tele*Access/(R)/
 24 hours, 7 days 1-800-638-2587

Internet Address
 www.troweprice.com

Plan Account Line
 For retirement plan investors: The appropriate 800 number appears on your
 retirement account statement.
(LOGO)
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202
F07-040 5/1/00
1940 Act File No. 811-07209



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