May 2, 1997
Ruth Sanders, Esq.
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: T. Rowe Price Capital Opportunity Fund, Inc.
File Nos.: 033-56015/811-07225
Dear Ms. Sanders:
This letter will serve as our filing under provisions of Rule 497 of
the Securities Act of 1933. We are writing to inform you that there have been
no changes to the Fund's Prospectus and Statement of Additional Information
that were filed under Rule 485(b) as part of Post-Effective Amendment No. 3 on
April 22, 1997. The Prospectus and Statement of Additional Information went
effective on May 1, 1997. These documents will be used for the offer and sale
of Fund shares.
Sincerely,
/s/Forrest R. Foss
Forrest R. Foss
