PRICE T ROWE CORPORATE INCOME FUND INC
N-30D, 1998-01-06
Previous: NEW ENGLAND FUNDS TRUST III, 497, 1998-01-06
Next: SIMON TRANSPORTATION SERVICES INC, S-8, 1998-01-06




- --------------------------------------------------------------------------------
                                  T. Rowe Price
- --------------------------------------------------------------------------------
                                  Annual Report
                              Corporate Income Fund
- --------------------------------------------------------------------------------
                                November 30, 1997
- --------------------------------------------------------------------------------

REPORT HIGHLIGHTS
================================================================================
CORPORATE INCOME FUND

o    The corporate bond market posted strong returns during the past six months,
     despite turmoil in many Asian markets.

o    Corporate  bonds  trailed  Treasuries  in recent  weeks as the Asian crisis
     fueled a flight to safety in U.S.-backed securities.

o    Yourfund's  six-month  return  surpassed  both the average  performance  of
     similar funds and the Lehman bond index.

o    Relatively   strong  results  were   attributed  to  the  fund's  focus  on
     lower-quality bonds within the investment-grade and high-yield sectors.

o    We anticipate slightly lower rates, which should benefit corporate bonds as
     long as  economic  growth  does  not  slow  significantly  as a  result  of
     international woes.

FELLOW SHAREHOLDERS

     Despite turmoil in Asian economies, the corporate bond market and your fund
turned in a solid performance during the six months ended November 30, 1997, and
attractive results over the past 12 months.  Global stock markets reacted to the
events in Southeast  Asia by falling  dramatically.  Corporate  bond prices also
fell,  dampening  returns for the entire year. The main beneficiary was the U.S.
Treasury market, which surged on an investor flight to safety.
<PAGE>

MARKET ENVIRONMENT

     Both  high-quality and high-yield bonds were affected  negatively in recent
months, as fallout from overbuilding and excess manufacturing  capacity in Asia,
along  with the  takeover  of Hong Kong by China,  took  their  toll on the U.S.
market.  Uncertainties  about the  effect  lower  exports  to Asia might have on
corporate  profits  resulted in widening yield spreads between  high-yield bonds
and Treasuries,  as the latter  outperformed.  High-yield  bonds usually respond
more like stocks to the underlying strength of the companies that issue them.

     [Interest Rate Levels chart showing yields of BBB-rated corporate bonds and
10-year Treasuries from 11/30/96 through 11/30/97]

     The  10-year  Treasury  note  yield fell from a peak of 6.79% at the end of
March to 5.86% at your fund's  fiscal  year-end.  The BBB-rated  corporate  bond
yield also declined, but not as far, from 7.91% in March to 7.43%. (See chart on
this page.) The Federal  Reserve  remained on hold  following its  quarter-point
hike in the key fed funds rate in March,  when it became  apparent that the U.S.
economy was continuing  along its ideal path of high  employment,  high consumer
confidence, and low inflation.

     [Graph with five pairs of bars,  one for 6- and one for  12-month  returns,
for following credit sectors:

Periods Ended 11/30/97                        6 Months            12 Months

AAA/AA/A                                          7.13                 7.52
BBB                                               7.77                 8.66
BBB/BB                                            8.64                11.99
BB                                                7.36                11.84
B                                                 7.33%               13.61%
Source: Salomon Brothers, Inc.]

     During the past six months, BBB/BB corporate bonds posted the best returns,
while  lower-quality  B-rated  bonds  were  strongest  over the 12 months  ended
November 30, which is in keeping with the normal risk/return pattern. (See graph
on this  page.)  The robust  economy  with  strong  corporate  earnings  usually
benefits the high-yield bond sector,  while generally  declining  interest rates
are good for higher-quality securities.

PERFORMANCE REVIEW

     An  increase  in share  price  from  $9.81 last May to $10.32 at the end of
November  accounted  for more than half of your fund's solid return for the last
six months.  Dividend income was  responsible for the remainder.  The return for
the 12-month  period was  attributed  primarily to income,  although a $0.23 per
share  increase in net asset  value also  helped.  Results for both  periods far
outpaced the average returns for similar funds and for the Lehman Aggregate Bond
Index, as can be seen in the table.
<PAGE>

================================================================================
Performance Comparison
- --------------------------------------------------------------------------------
Periods Ended 11/30/97                           6 Months           12 Months
- --------------------------------------------------------------------------------
Corporate Income Fund                               9.21%              10.24%
Lehman Aggregate
Bond Index                                          6.55                7.55
Lipper Corporate Debt
BBB Funds Average                                   6.99                7.76
================================================================================

     Your fund's strong relative performance  reflected our comprehensive use of
in-house research, which enabled us to allocate portfolio holdings among various
credit  quality  sectors,  as shown in the chart on page 3. The fund's  flexible
investment  guidelines allow it to invest in a broad variety of securities in an
effort to enhance income and achieve some capital  appreciation.  Our weightings
among various sectors of the market reflect both our own credit research and our
outlook for the economy and the markets.

     We also took  advantage of the  opportunity  to buy so-called  Yankee bonds
(U.S.  dollar-denominated  bonds of  non-U.S.  issuers) at  extremely  favorable
prices, following their decline during the October turbulence. These investments
paid off handsomely when they rallied in November.

STRATEGY

     We continued to make maximum use of  lower-quality  securities  in both the
investment-grade   (BBB  and  higher)  and   high-yield   sectors  (BB  and  B).
Investment-grade  bonds  composed  73% of the  portfolio at the end of November,
while BB and B securities made up the balance, at 17% and 10%, respectively.

     [Quality  diversification  pie chart showing A-rated and above 9%, BBB 61%,
BB 19%, B 10%, Convertible Preferred Stock 1%]

     This  fairly  aggressive  quality  distribution  should  continue  to serve
shareholders  well,  as long as the  economy  remains  moderately  strong  and a
significant  slowdown related to Asian woes does not develop.  Should a slowdown
occur,  we would respond by upgrading  credits within both the  investment-grade
and high-yield sectors.

     Our investment decisions continued to emphasize protection of principal and
level of income,  and we used our  in-house  credit  research to find  improving
credit situations.
<PAGE>

OUTLOOK

     With prospects  looking good for a federal budget nearly in balance in1998,
bond markets will be looking toward  Washington to get an idea of how any future
surpluses will be handled. A combination of tax cuts and debt reduction would be
regarded favorably,  while any attempt to raise spending would have the opposite
effect.  In the  international  arena,  we believe  that the  slowdown  in Asian
economic  growth and its impact on domestic  exports has largely been discounted
by the financial markets.

     We anticipate a period of interest  rate  stability,  with  slightly  lower
rates  overall than during  recent  years.  A  significant  slowdown in economic
growth would be a major concern,  since it could lead to credit quality concerns
and lower prices for higher-yielding  bonds.  However, we do not see that taking
place. Therefore,  corporate bonds should continue to provide attractive returns
during the year ahead, in our view.

     Thank you for investing with T. Rowe Price.

Respectfully submitted,

/s/

Peter Van Dyke

President and Chairman of the Investment Advisory Committee
December 19, 1997

<PAGE>

T. Rowe Price Corporate Income Fund
================================================================================
Portfolio Highlights
- --------------------------------------------------------------------------------

Key statistics
                                                              5/31/97   11/30/97
- --------------------------------------------------------------------------------
Price Per Share .........................................       $9.81    $10.32
Dividends Per Share
     For 6 months .......................................        0.37      0.38
     For 12 months ......................................        0.73      0.75
Dividend Yield *
     For 6 months .......................................        7.67%     7.66%
     For 12 months ......................................        7.79      7.81
Weighted Average Maturity (years) .......................       18.3      16.1
Weighted Average Effective Duration (years) .............        6.6       6.3
Weighted Average Quality ** .............................        BBB       BBB

*    Dividends  earned and reinvested  for the periods  indicated are annualized
     and  divided by the average  daily net asset  values per share for the same
     period.
**   Based on T. Rowe Price research.



SECTOR Diversification
                                                       Percent of     Percent of
                                                       Net Assets     Net Assets
                                                          5/31/97       11/30/97
- --------------------------------------------------------------------------------
Finance and Credit ...............................            12%            22%
Banking ..........................................            19             18
Cable Operators ..................................             6             16
Industrial .......................................            --              8
Savings and Loan .................................             2              4
Gaming ...........................................             2              3
Electric Utilities ...............................             6              3
Transportation ...................................             1              2
Food and Tobacco .................................            12              2
All Other ........................................            38             20
Other Assets Less Liabilities ....................             2              2
- --------------------------------------------------------------------------------
Total ............................................           100%           100%
================================================================================

<PAGE>

T. Rowe Price Corporate Income Fund
================================================================================
Performance Comparison
- --------------------------------------------------------------------------------

[Corporate Income Fund]

     This chart shows the value of a hypothetical $10,000 investment in the fund
over the past 10 fiscal  year  periods or since  inception  (for  funds  lacking
10-year  records).  The result is compared with a broad-based  average or index.
The index return does not reflect  expenses,  which have been  deducted from the
fund's return.

================================================================================
Average Annual Compound Total Return
- --------------------------------------------------------------------------------

     This table shows how the fund would have  performed each year if its actual
(or  cumulative)  returns  for the  periods  shown had been earned at a constant
rate.

================================================================================
                                                               Since   Inception
Periods Ended 11/30/97                       1 Year        Inception        Date
Corporate Income Fund                        10.24%            9.42%    10/31/95

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

<PAGE>

T. Rowe Price Corporate Income Fund
================================================================================
Unaudited

                 For a share outstanding throughout each period

Financial Highlights
- --------------------------------------------------------------------------------

                                     6 Months            Year        10/31/95
                                        Ended           Ended         through
                                     11/30/97         5/31/97         5/31/96
NET ASSET VALUE
Beginning of period ............   $     9.81      $     9.58      $    10.00
Investment activities
      Net investment income ....         0.38*           0.73*           0.44*
      Net realized and
      unrealized gain (loss) ...         0.51            0.23           (0.42)
      Total from
      investment activities ....         0.89            0.96            0.02
Distributions
      Net investment income ....        (0.38)          (0.73)          (0.44)
NET ASSET VALUE
End of period ..................   $    10.32      $     9.81      $     9.58
Ratios/Supplemental Data
Total return ...................         9.21%*         10.35%*          0.09%*
Ratio of expenses to
average net assets .............         0.80%*          0.80%*          0.80%*
Ratio of net investment
income to average
net assets .....................         7.53%*          7.55%*          7.56%*
Portfolio turnover rate ........         53.1%          119.5%           70.5%
Net assets, end of period
(in thousands) .................   $   30,791      $   20,732      $   12,461
================================================================================

*    Excludes  expenses in excess of a 0.80%  voluntary  expense  limitation  in
     effect through 5/31/99. Annualized.

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

<PAGE>

T. Rowe Price Corporate Income Fund
================================================================================
Unaudited                                                      November 30, 1997

        Statement of Net Assets                                    Par     Value
                                                               In thousands

CORPORATE BONDS AND NOTES  94.6%

Aerospace and Defense  0.4%
United Defense Industries, Sr. Sub. Notes, (144a)
                8.75%, 11/15/07 $ ...........................      125    $  123
                                                                             123

Banking 18.3%
Banco Generale, Sr. Sub. Notes, (144a), 7.70%, 8/1/02 .......    1,500     1,426
Bank United, 8.875%, 5/1/07 .................................    1,000     1,071
MBNA Capital I, 8.278%, 12/1/26 .............................    1,500     1,549
Riggs Capital Trust, (144a), 8.625%, 12/31/26 ...............    1,500     1,594
                                                                           5,640

Broadcasting 1.6%
Muzak, Gtd. Sr. Notes, 10.00%, 10/1/03 ......................      265       278
TV Azteca, Gtd. Sr. Notes, 10.50%, 2/15/07 ..................      200       208
                                                                             486

Building Products 0.5%
Associated Materials, Sr. Sub. Notes, 11.50%, 8/15/03 .......      154       164
                                                                             164

Cable Operators 16.3%
Comcast Cable Communications, 8.50%, 5/1/27 .................    1,000     1,139
Fundy Cable, Sr. Secured 2nd Priority Notes, 11.00%, 11/15/05       25        27
Lenfest Communications, Sr. Sub. Notes, 10.50%, 6/15/06 .....      250       274
Rogers Cablesystems, Sr. Sub. Deb., 11.00%, 12/1/15 .........      150       169
TCI Communications, Deb. Notes, 8.75%, 8/1/15 ...............    3,000     3,409
                                                                           5,018

Chemicals 0.9%
Agricultural Minerals and Chemicals, Sr. Notes, 10.75%, 9/30/03    250       269
                                                                             269

Consumer Products 1.0%
American Safety Razor, Sr. Notes, 9.875%, 8/1/05 ............     150       160
Doane Products, Sr. Notes, 10.625%, 3/1/06 ..................     125       134
                                                                            294
<PAGE>

Container 0.5%
Plastic Containers, Sr. Secured Notes, 10.00%, 12/15/06 .....      150       159
                                                                             159

Electric Utilities 3.3%
Long Island Lighting, Gen. Ref. Bonds, 9.75%, 5/1/21 ........    1,000     1,021
                                                                           1,021

Energy 1.0%
Amerigas Partners L.P., Sr. Notes, 10.125%, 4/15/07 .........   $  200    $  215
Energy Corporation of America, Sr. Sub. Notes, 9.50%, 5/15/07      100       100
                                                                             315

Energy Services 0.7%
Pride Petroleum Services, Sr. Notes, 9.375%, 5/1/07 .........      200       214
                                                                             214
Entertainment and Leisure 0.6%
United Artists Theatre Circuit, PTC, 9.30%, 7/1/15 ..........      195       195
                                                                             195

Finance and Credit 21.6%
Bay View Capital, Sub. Notes, 9.125%, 8/15/07 ...............      125       129
Fairfax Financial Holdings, 8.25%, 10/1/15 ..................    1,000     1,096
Farmers Insurance, Surplus Notes, (144a), 8.625%, 5/1/24 ....    1,000     1,136
Hutchison Whampoa Finance, (144a), 6.95%, 8/1/07 ............    3,000     2,926
Ocwen Capital Trust I, 10.875%, 8/1/27 ......................      300       321
USF&G Capital II, Gtd. Notes, 8.47%, 1/10/27 ................    1,000     1,054
                                                                           6,662

Food Processing 0.5%
Mrs. Fields Original, Gtd. Sr. Notes, (144a), 10.125%, 12/1/04     150       151
                                                                             151

Food and Tobacco 2.1%
Ameriserve Food, Sr. Sub. Notes, (144a), 10.125%, 7/15/07 ...      125       130
Archibald Candy, Sr. Secured Notes, 10.25%, 7/1/04 ..........      125       131
Aurora Foods, Sr. Sub. Notes, 9.875%, 2/15/07 ...............      100       105
Keebler, Sr. Sub. Notes, 10.75%, 7/1/06 .....................      250       281
                                                                             647

Gaming 3.4%
Grand Casino, 1st Mtg. Notes, 10.125%, 12/1/03 ..............      250       266
Horseshoe Gaming, Sr. Sub. Notes, 9.375%, 6/15/07 ...........      100       103
Rio Hotel & Casino, Sr. Sub. Notes, 10.625%, 7/15/05 ........      200       217
Showboat, 1st Mtg. Bonds, 9.25%, 5/1/08 .....................      250       261
Trump Atlantic City, 1st Mtg. Notes, 11.25%, 5/1/06 .........      200       198
                                                                           1,045
<PAGE>

Health Care 1.0%
Owens & Minor, Sr. Sub. Notes, 10.875%, 6/1/06 ..............      100       111
Tenet Healthcare, Sr. Sub. Notes, 8.625%, 1/15/07 ...........      200       204
                                                                             315

Industrials 7.8%
Viacom, Sr. Deb., 7.625%, 1/15/16 ...........................   $1,000    $  978
YPF Sociedad Anonima, 7.75%, 8/27/07 ........................    1,400     1,413
                                                                           2,391

Lodging  1.4%
Courtyard by Marriott II, Sr. Secured Notes, 10.75%, 2/1/08        50         54
HMH Properties, Sr. Notes, 8.875%, 7/15/07 ................       200        206
Red Roof Inns, Sr. Notes, 9.625%, 12/15/03 ................       150        155
                                                                             415

Manufacturing 0.5%
American Standard, Deb., 9.25%, 12/1/16 ...................       155        161
                                                                             161

Paper and Paper Products 0.4%
Container Corporation of America, Sr. Notes, 9.75%, 4/1/03        100        108
                                                                             108

Printing and Publishing 0.3%
Sun Media, Sr. Sub. Notes, 9.50%, 2/15/07 .................       100        106
                                                                             106

Retail 1.4%
Safelite Glass, Sr. Sub. Notes, (144a), 9.875%, 12/15/06 ..       150        164
Specialty Retailers, Sr. Notes, 8.50%, 7/15/05 ............       250        255
                                                                             419

Savings and Loan 4.4%
B.F. Saul, REIT, Sr. Secured Notes, 11.625%, 4/1/02 .......       100        107
Greenpoint Capital Trust I, Gtd. Notes, 9.10%, 6/1/27 .....     1,000      1,088
ML Capital Trust, Gtd. Notes, 9.875%, 3/1/27 ..............       150        169
                                                                           1,364

Service 1.7%
Coinmach, Sr. Sub. Notes, 11.75%, 11/15/05 ................       250        276
Host Marriott Travel Plazas, Sr. Notes, 9.50%, 5/15/05 ....       150        158
Intertek Finance, Sr. Sub. Notes, 10.25%, 11/1/06 .........        75         79
                                                                             513

Textiles and Apparel 0.7%
Westpoint Stevens, Sr. Notes, 8.75%, 12/15/01 .............       200        208
                                                                             208
<PAGE>

Transportation 2.3%
Delta Air Lines, ETC, 10.00%, 5/17/10 .....................       146        185
Sea Containers Ltd., Sr. Sub. Deb., 12.50%, 12/1/04 .......       250        282
Stena AB, Sr. Notes, 8.75%, 6/15/07 .......................   $   250    $   251
                                                                             718
Total Corporate Bonds and Notes (Cost  $28,233)                           29,121

ASSET-BACKED SECURITIES 0.9%

Airlines 0.9%
Airplane Pass Through Trust, 10.875%, 3/15/19 .............       250        281
Total Asset-Backed Securities (Cost .......................   $   273)       281

MONEY MARKET FUNDS 1.8%
Reserve Investment Fund, 5.71% # ..........................       545        545
Total Money Market Funds (Cost ............................   $   545)       545

U.S. Government Obligations 0.3%

U.S. Treasury Obligations 0.3%
U.S. Treasury Bills, 4.97%, 12/11/97 ......................       100        100
Total U.S. Government Obligations (Cost $   100)...........                  100

Total Investments in Securities
97.6% of Net Assets (Cost  $29,151) .......................              $30,047

Futures Contracts
In thousands
                                                      Contract  Unrealized
                                          Expiration   Value   Gain (Loss)
                                          ----------  -------- -----------
Short, 8 U.S. 30 Year Treasury contracts,
$20,000 of U.S. Treasury Bills pledged as
initial margin                                 12/97   $(954)       $ (51)
Net payments (receipts) of variation
margin to date                                                         50
Variation margin receivable
(payable) on open futures contracts                                          (1)

Other Assets Less Liabilities                                               745

NET ASSETS                                                             $ 30,791

#    Seven-day yield
ETC  Equipment Trust Certificate
PTC  Pass-through Certificate
REIT Real Estate Investment Trust
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
     24.8% of net assets.

<PAGE>

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

T. Rowe Price Corporate Income Fund
================================================================================
Unaudited                                                      November 30, 1997


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
In thousands

Assets
Investments in securities, at value (cost $29,151) ................      $30,047
Receivable for investment securities sold .........................        1,050
Other assets ......................................................          918
Total assets ......................................................       32,015
Liabilities
Payable for investment securities purchased .......................        1,078
Other liabilities .................................................          146
Total liabilities .................................................        1,224
NET ASSETS ........................................................      $30,791
Net Assets Consist of:
Accumulated net investment income - net of distributions ..........      $    21
Accumulated net realized gain/loss - net of distributions .........           58
Net unrealized gain (loss) ........................................          845
Paid-in-capital applicable to 2,983,870 shares of
$0.0001 par value capital stock outstanding;
1,000,000,000 shares authorized ...................................       29,867
NET ASSETS ........................................................      $30,791
NET ASSET VALUE PER SHARE .........................................      $ 10.32


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

<PAGE>

T. Rowe Price Corporate Income Fund
================================================================================
Unaudited

Statement of Operations
- --------------------------------------------------------------------------------
In thousands
                                                                        6 Months
                                                                           Ended
                                                                        11/30/97

Investment Income
Interest and dividend income ..................................         $ 1,056
Expenses
      Custody and accounting ..................................              48
      Shareholder servicing ...................................              25
      Registration ............................................              18
      Legal and audit .........................................               8
      Prospectus and shareholder reports ......................               4
      Directors ...............................................               4
      Miscellaneous ...........................................               7
      Reimbursed by manager ...................................             (13)
      Total expenses ..........................................             101
Net investment income .........................................             955
Realized and Unrealized Gain (Loss)
Net realized gain (loss)
      Securities ..............................................             269
      Futures .................................................             (34)
      Net realized gain (loss) ................................             235
Change in net unrealized gain or loss
      Securities ..............................................           1,023
      Futures .................................................             (51)
      Change in net unrealized gain or loss ...................             972
Net realized and unrealized gain (loss) .......................           1,207
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS ........................................         $ 2,162


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

<PAGE>

T. Rowe Price Corporate Income Fund
================================================================================
Unaudited

Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
In thousands

                                                      6 Months              Year
                                                         Ended             Ended
                                                      11/30/97           5/31/97
    Increase (Decrease) in Net Assets
    Operations
          Net investment income ...................   $    955         $  1,206
          Net realized gain (loss) ................        235             (150)
          Change in net unrealized gain or loss ...        972              440
          Increase (decrease) in net assets
          from operations .........................      2,162            1,496
    Distributions to shareholders
          Net investment income ...................       (955)          (1,203)
    Capital share transactions *
          Shares sold .............................     12,780           14,903
          Distributions reinvested ................        585              798
          Shares redeemed .........................     (4,513)          (7,723)
          Increase (decrease) in net assets from
          capital share transactions ..............      8,852            7,978
    Net Assets
    Increase (decrease) during period .............     10,059            8,271
    Beginning of period ...........................     20,732           12,461
    End of period .................................   $ 30,791         $ 20,732
*Share information
          Shares sold .............................      1,259            1,522
          Distributions reinvested ................         58               81
          Shares redeemed .........................       (445)            (792)
          Increase (decrease) in shares outstanding        872              811

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

T. Rowe Price Corporate Income Fund
================================================================================
Unaudited                                                      November 30, 1997

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

     T. Rowe Price Corporate  Income Fund,  Inc. (the fund) is registered  under
the  Investment  Company  Act of  1940  as a  diversified,  open-end  management
investment company and commenced operations on October 31, 1995.

     The  accompanying  financial  statements  are prepared in  accordance  with
generally  accepted  accounting  principles for the investment company industry;
these principles may require the use of estimates by fund management.

     VALUATION  Debt  securities  are generally  traded in the  over-the-counter
market.  Investments in securities originally issued with maturities of one year
or more are stated at fair value as  furnished  by dealers  who make  markets in
such securities or by an independent  pricing service,  which considers yield or
price of bonds of comparable  quality,  coupon,  maturity,  and type, as well as
prices quoted by dealers who make markets in such  securities.  Securities  with
original  maturities  of less than one year are stated at fair  value,  which is
determined by using a matrix  system that  establishes a value for each security
based on money market yields.  Financial futures contracts are valued at closing
settlement prices.

     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.

     PREMIUMS AND  DISCOUNTS  Premiums  and  discounts  on debt  securities  are
amortized for both financial reporting and tax purposes.

     OTHER Income and expenses  are  recorded on the accrual  basis.  Investment
transactions are accounted for on the trade date.  Realized gains and losses are
reported on the identified  cost basis.  Dividend  income and  distributions  to
shareholders  are  recorded  by the fund on the  ex-dividend  date.  Income  and
capital gain  distributions are determined in accordance with federal income tax
regulations  and may differ from those  determined in accordance  with generally
accepted accounting principles.
<PAGE>

NOTE 2 - INVESTMENT TRANSACTIONS

     Consistent with its investment objective, the fund engages in the following
practices  to manage  exposure  to  certain  risks or enhance  performance.  The
investment  objective,  policies,  program,  and  risk  factors  of the fund are
described  more fully in the  fund's  prospectus  and  Statement  of  Additional
Information.

     NONINVESTMENT-GRADE  DEBT  SECURITIES  At November 30, 1997,  the fund held
investments in  noninvestment-grade  debt  securities,  commonly  referred to as
"high-yield"  or "junk" bonds. A real or perceived  economic  downturn or higher
interest rates could  adversely  affect the liquidity or value, or both, of such
securities  because  such  events  could  lessen the  ability of issuers to make
principal and interest payments.

     FUTURES  CONTRACTS At November  30,  1997,  the fund was a party to futures
contracts,  which  provide  for the  future  sale by one party and  purchase  by
another of a specified  amount of a specific  financial  instrument at an agreed
upon price, date, time, and place. Risks arise from possible  illiquidity of the
futures market and from movements in security values and interest rates.

     OTHER  Purchases and sales of portfolio  securities,  other than short-term
securities,  aggregated $21,248,000 and $12,949,000,  respectively,  for the six
months ended November 30, 1997.

NOTE 3 - FEDERAL INCOME TAXES

     No provision for federal income taxes is required since the fund intends to
continue to qualify as a regulated  investment company and distribute all of its
taxable income.  The fund has unused  realized  capital loss  carryforwards  for
federal income tax purposes of $101,000,  which expire in 2005. The fund intends
to retain  gains  realized  in future  periods  that may be offset by  available
capital loss carryforwards.

     At November 30, 1997, the aggregate cost of investments  for federal income
tax and financial  reporting  purposes was $29,151,000,  and net unrealized gain
aggregated  $896,000,  of which $967,000 related to appreciated  investments and
$71,000 to depreciated investments.

NOTE 4 - 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,
computed daily and paid monthly,  consisting of an individual  fund fee equal to
0.15% 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 0.30% for  assets in excess of $80
billion.  At November 30, 1997, and for the six months then ended, the effective
annual group fee rate was 0.32%. The fund pays a pro-rata share of the group fee
based on the ratio of its net assets to those of the group.
<PAGE>

     Under the terms of the  investment  management  agreement,  the  manager is
required to bear any expenses through May 31, 1999, which would cause the fund's
ratio of expenses to average net assets to exceed 0.80%. Thereafter, through May
31,  2001,  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 0.80%.  Pursuant to this  agreement,  $60,000 of
management  fees were not accrued by the fund for the six months ended  November
30, 1997, and $13,000 of other expenses were borne by the manager. Additionally,
$261,000 of unaccrued fees and expenses related to a previous expense limitation
are subject to reimbursement through May 31, 1999.

     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. 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 $53,000 for the six months ended
November 30, 1997, of which $10,000 was payable at period-end.

     The fund may invest in the Reserve  Investment Fund and Government  Reserve
Investment  Fund   (collectively,   the  Reserve  Funds),   open-end  management
investment companies managed by T. Rowe Price Associates, Inc. The Reserve Funds
are offered as cash  management  options only to mutual funds and other accounts
managed by T. Rowe Price and its affiliates and are not available to the public.
The Reserve  Funds pay no investment  management  fees.  Distributions  from the
Reserve  Funds to the fund for the six months ended  November 30, 1997,  totaled
$13,000 and are reflected as interest  income in the  accompanying  Statement of
Operations.


<PAGE>

T. Rowe Price Shareholder Services
================================================================================

INVESTMENT SERVICES AND INFORMATION

KNOWLEDGEABLE SERVICE REPRESENTATIVES

               BY PHONE Shareholder service representatives are available from 8
               a.m. to 10 p.m. ET Monday  through Friday and from 8:30 a.m. to 5
               p.m. ET on weekends. Call 1-800-225-5132 to speak directly with a
               representative who will be able to assist you with your accounts.

               IN PERSON Visit one of our investor center locations to meet with
               a  representative  who  will be  able to  assist  you  with  your
               accounts.   You  can  also  drop  off   applications   or  obtain
               prospectuses and other literature at these centers.

               AUTOMATED 24-HOUR SERVICES

               TELE*ACCESS  [Registration  Mark] Call  1-800-638-2587  to obtain
               information such as account balance, date and amount of your last
               transaction,  latest dividend payment,  fund prices,  and yields.
               Additionally,  you  have the  ability  to  request  prospectuses,
               statements,  and account and tax forms; to reorder checks; and to
               initiate   purchase,   redemption,   and   exchange   orders  for
               identically registered accounts.

               T.ROWE  PRICE  ONLINE  Through a personal  computer  via  dial-up
               modem,   you  can  replicate   all  the  services   available  on
               Tele*Access plus conduct  transactions in your Discount Brokerage
               and Variable Annuity accounts.

               ACCOUNT SERVICES

               CHECKING  Write  checks for $500 or more on any money  market and
               most bond  fund  accounts  (except  the High  Yield and  Emerging
               Markets Bond Funds).

               AUTOMATIC  INVESTING  Build your  account  over time by investing
               directly from your bank account or paycheck with Automatic  Asset
               Builder.  Additionally,  Automatic Exchange enables you to set up
               systematic  investments from one fund account into another,  such
               as from a money fund into a stock fund.  A $50  minimum  makes it
               easy to get started.

<PAGE>

               AUTOMATIC  WITHDRAWAL If you need money from your fund account on
               a  regular  basis,   you  can  establish   scheduled,   automatic
               redemptions.

               DIVIDEND AND CAPITAL GAINS PAYMENT  OPTIONS  Reinvest all or some
               of your distributions,  or take them in cash. We give you maximum
               flexibility and convenience.

               DISCOUNT BROKERAGE*

               INVESTMENTS  AVAILABLE  You can  trade  stocks,  bonds,  options,
               precious  metals,  and other securities at a savings over regular
               commission rates.

               TO OPEN AN ACCOUNT Call a shareholder service  representative for
               more information.

               INVESTMENT INFORMATION

               COMBINED STATEMENT A comprehensive overview of your T. Rowe Price
               accounts is provided.  The summary page gives you earnings by tax
               category,   provides  total  portfolio   value,  and  lists  your
               investments by type-stock,  bond, and money market.  Detail pages
               itemize account transactions by fund.

               SHAREHOLDER  REPORTS Portfolio managers review the performance of
               the funds in plain language and discuss T. Rowe Price's  economic
               outlook.

               T. ROWE PRICE REPORT This is a quarterly newsletter with relevant
               articles on market trends,  personal financial  planning,  and T.
               Rowe Price's economic perspective.

               PERFORMANCE  UPDATE This  quarterly  report reviews recent market
               develop- ments and provides comprehensive performance information
               for every T. Rowe Price fund.

               INSIGHTS This library of information  includes  reports on mutual
               fund tax issues, investment strategies, and financial markets.

               DETAILED   INVESTMENT  GUIDES  Our  widely  acclaimed  Asset  Mix
               Worksheet,  College Planning Kit, Diversifying  Overseas: A Guide
               to  International   Investing,   Retirees  Financial  Guide,  and
               Retirement  Planning Kit (also  available on disk for PC use) can
               help you determine and reach your investment goals.

*    A division of T. Rowe Price Investment Services, Inc. Member NASD/SIPC.
<PAGE>


T. Rowe Price Mutual Funds
================================================================================

STOCK FUNDS
- --------------------------------------------------------------------------------
DOMESTIC

Blue Chip Growth
Capital Appreciation
Capital Opportunity
Diversified   Small-Cap  Growth  
Dividend  Growth  
Equity  Income  
Equity  Index
Financial  Services  
Growth  &  Income  
Growth  Stock  
Health  Sciences  
Media & Telecommunications  
Mid-Cap  Growth 
Mid-Cap Value 
New America Growth 
New Era 
New Horizons* 
Real Estate 
Science & Technology  
Small-Cap  Stock**  
Small-Cap Value*
Spectrum Growth 
Value 

INTERNATIONAL/GLOBAL 

Emerging Markets Stock 
European Stock
Global Stock 
International Discovery 
International Stock 
Japan 
Latin America 
New Asia 
Spectrum  International  
<PAGE>

BOND FUNDS 
- --------------------------------------------------------------------------------
DOMESTIC TAXABLE  

Corporate Income 
GNMA
High Yield 
New Income 
Short-Term Bond 
Short-Term U.S. Government 
Spectrum Income
Summit GNMA 
Summit  Limited-Term Bond 
U.S.  Treasury  Intermediate 
U.S. Treasury Long-Term   

DOMESTIC   TAX-FREE   

California   Tax-Free  Bond  
Florida   Insured Intermediate  Tax-Free 
Georgia Tax-Free Bond 
Maryland  Short-Term  Tax-Free Bond
Maryland  Tax-Free  Bond 
New Jersey  Tax-Free Bond 
New York Tax-Free Bond 
Summit Municipal  Income 
Summit  Municipal  Intermediate  
Tax-Free High Yield  
Tax-Free Income 
Tax-Free Insured Intermediate Bond 
Tax-Free  Short-Intermediate  
Virginia Short-Term Tax-Free Bond 
Virginia Tax-Free Bond

INTERNATIONAL/GLOBAL  

Emerging Markets Bond 
Global Government Bond 
International Bond 

MONEY MARKET FUNDS 
- --------------------------------------------------------------------------------
TAXABLE 

Prime Reserve 
Summit Cash Reserves 
U.S. Treasury Money  
<PAGE>

TAX-FREE  

California  Tax-Free  Money  
New  York  Tax-Free  Money  
Summit Municipal Money Market  
Tax-Exempt  Money 

BLENDED ASSET FUNDS 
- --------------------------------------------------------------------------------

Balanced  
Personal Strategy   Balanced   
Personal   Strategy   Growth   
Personal   Strategy  Income
Tax-Efficient  Balanced 

T. ROWE PRICE  NO-LOAD  VARIABLE  ANNUITY  
- --------------------------------------------------------------------------------

Equity Income Portfolio
International Stock Portfolio
Limited-Term Bond Portfolio
Mid-Cap Growth Portfolio
New America Growth Portfolio
Personal Strategy Balanced Portfolio
Prime Reserve Portfolio

*    Closed to new investors.
**   Formerly the OTC Fund.

Please call for a prospectus. Read it carefully before you invest or send money.

The T. Rowe  Price  No-Load  Variable  Annuity  [#V6021]  is issued by  Security
Benefit Life Insurance Company.  In New York, it  [#FSB201(11-96)]  is issued by
First Security Benefit Life Insurance Company of New York, White Plains,  NY. T.
Rowe Price  refers to the  underlying  portfolios'  investment  managers and the
distributors,  T. Rowe Price Investment Services,  Inc.; T. Rowe Price Insurance
Agency,  Inc.; and T. Rowe Price  Insurance  Agency of Texas,  Inc. The Security
Benefit Group of Companies and the T. Rowe Price  companies are not  affiliated.
The  variable  annuity may not be  available  in all states.  The  contract  has
limitations.  Call a  representative  for  costs  and  complete  details  of the
coverage.
<PAGE>

For yield, price, last transaction, 
current balance, or to conduct 
transactions, 24 hours, 7 days 
a week, call Tele*Access [Registration Mark]: 
1-800-638-2587 toll free 

For assistance 
with your existing 
fund account,  call:  

Shareholder Service Center  
1-800-225-5132 toll free 
410-625-6500  Baltimore area 

To open a Discount Brokerage 
account or obtain information, 
call: 1-800-638-5660 toll free 

Internet address:  
www.troweprice.com  

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

This report is authorized for  
distribution  only to shareholders  
and to others who have received 
a copy of the prospectus of the 
T. Rowe Price Corporate Income Fund.

Investor Centers:
101 East Lombard St.
Baltimore, MD 21202

T. Rowe Price
Financial Center
10090 Red Run Blvd.
Owings Mills, MD 21117

Farragut Square
900 17th Street, N.W.
Washington, D.C. 20006

ARCO Tower
31st Floor
515 South Flower St.
Los Angeles, CA 90071

4200 West Cypress St.
10th Floor
Tampa, FL 33607

T. Rowe Price Investment Services, Inc., Distributor.           F03-051 11/30/97


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission