21

<R> Group Fee Schedule

0.334% *	First $50 billion
0.305%	Next $30 billion
0.300%	Next $40 billion
0.295%	Thereafter

</R>

* 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 $ 82 billion at Octoberx11 31,x11 2002 , 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 perfor mance. You will come across them in shareholder reports you receive from us, in our educational and informational materials, in T. Rowe Price advertisements, and in the media.

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 com pounding .

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 o f 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 n egative years during that time.

T. Rowe Price 22

Average Annual Total Return

This is always hypothetical and should not be confused with actual year-by-year results. It smooth s out all the variations in annual performance to tell you what constant year-by-year return would have produced the investment`s actual cumu lative 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 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 . Share holder approval is also required to change certain investment restrictions noted in the following section as "fundamental policies." The managers also follow cer tain "operating policies" that can be changed without shareholder approval. Fund investment restrictions and policies apply 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. (This exception does not apply to the fund`s bor rowing policy . )

Fund holdings of certain kinds of investments cannot exceed maximum percent ages of total assets, which are set forth in this prospectus. For instance, fund investments in certain derivatives are limited to 10% of total assets. While these restrictions provide a useful level of detail about fund investments, investors should not view them as an accurate gauge of the potential risk of such invest ments. For example, in a given period, a 5%   investment in derivatives 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 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 objective s .

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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 its investment program . The following pages describe various types of fund securi ties 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 outstanding voting securities of the issuer would be held by the fund .

F und invest ment s are primarily in common stocks (normally, at least 80% of net assets will be in stocks) 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 rein vested 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 divi dend. Such investments would be made primarily for their capital appreciation potential.

Convertible Securities and Warrants

Investments may be made in debt or preferred equity securities convertible into , or exchangeable for , equity securities. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree. Some convertibles 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 war rants (generally, two or more years). Warrants can be highly volatile, have no voting rights, and pay no dividends.

T. Rowe Price 24

Fixed - Income Securities

From time to time , we may invest in corporate and government fixed-income securit ies . These securities would be purchased in companies that meet fund investment criteria . The price of a bond fluctuates with changes in interest rates, generally rising when interest rates fall and falling when interest rates rise.

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 certain conditions, the redemption value of a hybrid could be zero.

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

Operating policy     F und 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 institu tions. 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. F und reserve position s are expected to consist primarily of shares of one or more T.   Rowe Price internal money market funds . S hort-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 i n money market reserves. The effect of taking such a position would be that the fund may not achieve its i nvestment objective . The reserve position provides flexibility in meeting redemptions, paying expenses, and in the timing of new investments and can serve as a short-term defense during periods of unusual market volatility.

25

Borrowing Money and Transferring Assets

F und borrow ings 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 bor rowings may be collateralized with fund assets, subject to restrictions.

Fundamental policy     Borrowings may not exceed 33xb6 / xb8 % of total assets.

Operating policy     F und transfer s of portfolio securities as collateral will not be made except as necessary in connection with permissible borrowings or invest ments, and then such transfers may not exceed 33xb6 / xb8 % of total assets. F und pur chase s of additional securities will not be made when borrowings exceed 5% of total assets.

Foreign Currency Transactions

The fund will normally conduct its foreign currency exchange transactions , if any, either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign cur rency exchange market, or through entering into forward contracts to purchase or sell foreign currencies. The fund will generally not enter into a forward con tract with a term greater than one year.

The fund will generally enter into forward foreign currency exchange contracts only under two circumstances. First, when the fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to "lock in" the U.S. dollar price of the security. Second, when T.   Rowe Price International believes that the currency of a particular foreign country may move substantial ly against another currency, it may enter into a forward contract to sell or buy the former foreign currency (or another currency t hat acts as a proxy for that currency) . The contract may approximate the value of some or all of the fund portfolio securities denominated in such foreign currency. Under unusual circumstances, the fund may commit a substantial portion or the entire value of its portfolio to the consummation of these contracts. T.   Rowe Price International will consider the effect such a commitment to forward contracts would have on the fund`s investment program and the flexibility of the fund to purchase additional securities. Although forward contracts will be used primarily to protect the fund from adverse currency movements, they also involve the risk that anticipated currency movements will not be accurately predicted, and fund total return could be adversely affected as a result.

There are some markets where it is not possible to engage in effective foreign cur rency hedging. This is generally true, for example, for the currencies of various emerging markets where the foreign exchange markets are not sufficiently devel oped to permit hedging activity to take place.

T. Rowe Price 26

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 obli gation (where the investor " writes " or 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 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; to protect the value of portfolio securities; and to serve and as a cash management tool . Call or 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 poten tial loss from the use of futures can exceed a fund `s initial investment in such contracts.

Operating policies     Futures: Initial margin deposits on futures and premiums on options used for nonhedging purposes will not e xceed 5% of net asset value. Options on securities: The total market value of securities covering call or put options may not exceed 25% of total assets. No more than 5% of t otal assets will be committed to premiums when purchasing call or put options.

Tax Consequences of Hedging

Hedging may result in the application of the mark-to-market and straddle provi sions of the Internal Revenue Code. These provisions could result in an increase (or decrease) in the amount of taxable dividends paid by the fund and could affect whether dividends paid are classified as capital gains or ordinary income.

Lending of Portfolio Securities

F und securities may be lent to broker-dealers, other institutions, or other persons to earn additional income. R isk s include the potential insolvency of the broker- dealer or other borrower that could result in delays in recovering securities and capital losses. Additionally, losses could result from the reinvestment of collateral received on loaned securities in investments that default or do not perform well .

Fundamental policy     The value of loaned securities may not exceed 33xb6 / xb8 % of total assets.

Portfolio Turnover

Turnover is an indication of frequency of trading . The fund will not generally trade in securities for short-term profits, but when circumstances warrant, securi ties may be purchased and sold without regard to the length of time held. A high turnover rate may increase transaction costs , result in additional capital gain dis

27

tributions , and reduce fund total return . The fund`s portfolio turnover rates are shown in the Financial Highlights table.

Change in 80% Policy

The fund will normally invest at least 80% of net assets in common stocks . Shareholders will receive at least 60 days` prior notice of any change in this pol icy.

Financial Highlights

Table 4 , which provides information about the fund`s financial history, is based on a single share outstanding throughout the periods shown. 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 and no payment of account or (if applicable) redemption fees). The financial statements in the annual report were audited by the fund`s independent accountants, PricewaterhouseCoopers LLP.

T. Rowe Price 28

<R> Table 4     Financial Highlights

	Year ended October 31
	199 8	1999	2000	2001	200 2
Net asset value, beginning of period	$ 14.14	$ 14.39	$ 16.70	$ 16.11	$ 1 0.65
Income From Investment Operations
Net investment income	0.23	0.17	0.10	0.29	0. 11
Net gains or losses on securities (both realized and unrealized)	0.77	2.71	0.35	(4.48 )	( 1.56 )
Total from investment operations	1.00	2.88	0.45	(4.19 )	( 1.45 )
Less Distributions
Dividends (from net investment income)	(0.20 )	(0.22 )	(0.13 )	(0.09 )	(0. 30 )
Distributions (from capital gains)	(0.55 )	(0.35 )	(0.91 )	(1.18 )	( 0.03 )
Returns of capital	—	—	—	—	—
Total distributions	(0.75 )	(0.57 )	(1.04 )	(1.27 )	( 0.33 )
Net asset value, end of period	$ 14.39	$ 16.70	$ 16.11	$ 10.65	$ 8.87
Total return	7.48 %	20.67 %	2.28 %	(28.17 )%	( 14.19 )%
Ratios/Supplemental Data
Net assets, end of period (in millions)	$ 9,537	$ 10,615	$ 10,458	$ 6,370	$ 4,773
Ratio of expenses to average net assets	0.85 %	0.85 %	0.84 %	0.90 %	0.9 2 %
Ratio of net income to average net assets	1.50 %	1.05 %	0.55 %	2.14 %	0.96 %
Portfolio turnover rate	12.2 %	17.6 %	38.2 %	17.4 %	21.6 %

</R>

4

Investing With T. Rowe Price

Account Requirements and Transaction Information

Tax Identification
Number

We must have your correct Social Security or tax identification number on a signed New Account Form or W-9 Form. Otherwise, federal law requires the funds to withhold a percentage (currently 3 0 %) 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 at the fund`s net asset value ( NAV ) on the redemption date .

Transaction Confirmations

We send immediate confirmations for most of your fund transactions, but some, such as systematic purchases and dividend reinvestments, are reported on your account statement. Please review confirmations and statements as soon as you receive them and promptly report any dis crepancies to Shareholder Services .

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 insti tutional 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 desig nated account manager or service representative.

We do not accept third-party checks , except for IRA r oll over checks that are properly endorsed. In addition, T.   Rowe Price does not accept purchases made by credit card check.

T. Rowe Price 30

Opening a New Account

$2,500 minimum initial investment; $1,000 for retirement plans or gifts or transfers to minors (UGMA / UTMA) accounts ($25,000 minimum initial investment for Summit Funds only)

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.)

For joint accounts or other types of accounts owned or controlled by more than one party, either owner/party has complete authority to act on behalf of all and give instructions concerning the account without notice to the other party. T.   Rowe Price may, in its sole discretion , require written authorization from all owners/parties to act on the account for certain transactions (for example, to transfer ownership).

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 below :

v ia U . S . Postal Service

T.   Rowe Price Account Services
P.O. Box 17300
Baltimore, MD 21297-1300

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

31

Complete a New Account Form and mail it to one of the appropriate T.   Rowe Price a ddresses listed under "By Mail . "

Note: Investment will be made, but n o services will be established and IRS penalty withholding may occur until we receive a signed New Account Form .

By Exchange

Call Shareholder Services or use Tele*Access or your personal computer (see Automated Services under Infor mation 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 they are preauthorized on the existing account. For limitations on exchanging, see the 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.

Purchasing Additional Shares

$100 minimum additional purchase ($1,000 for Summit Funds) . $50 minimum f or retirement plans, Automatic Asset Builder, and gifts or transfers to minors (UGMA / UTMA) accounts ( $100 for Summit Funds )

By ACH Transfer

Use Tele*Access or your personal computer or call Shareholder Services if you have established electronic transfers using the ACH system .

By Wire

Call Shareholder Services or use the wire instructions 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.

T. Rowe Price 32

v ia U . S . Postal Service

T.   Rowe Price 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.)

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 . Please note that large redemption requests initiated through automated services may be routed to a service representative .

If you request to redeem a specific dollar amount, and the market value of your account is less than the amount of your request, we will redeem all shares from your account.

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

For redemptions by check or electronic transfer, please see Information About Your Services.

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

33

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 :

F or 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 212 97-1479

via private carriers / overnight services

T.   Rowe Price Trust Company
Mailcode 17479
4515 Painters Mill Road
Owings Mills, MD 21117- 4903

Requests for r edemptions from employer-sponsored retirement accounts may be required to 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.

T. Rowe Price 34

Rights Reserved by the Funds

T.   Rowe Price funds and their agents reserve the follow ing 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 can cel or rescind any purchase or exchange order (includ ing, but not limited to, orders deemed to result in excessive trading, market timing, fraud, or 5% owner ship) 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 cease offering fund shares at any time to all or cer tain groups of investors; ( 6 )   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 transac tion may occur; ( 7 )   to otherwise modify the conditions of purchase and any services at any time; ( 8 )   to waive any redemption, small account, maintenance , or other fees charged to a group of shareholder s ; ( 9 )   to act on instructions reasonably believed to be genuine ; and ( 10 )   to involuntarily redeem your account in cases of threatening conduct , suspected fraudulent or illegal activity , or if the fund is unable , through its procedures, to verify information provided by you . 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 T.   Rowe Price f und s from the pos sible 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 pur chase in excess of 5% of the outstanding shares of a fund, except upon approval of the fund`s management.

35

information about your Services

Shareholder Services
1-800-225-5132

Investor Services
1-800-638-5660

Many services are available to you as a 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 descrip tions 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. Certain other fiduciary accounts (such as trusts or p ower of a ttorney arrangements) require documentation, which may include an original or certified copy of the trust or p ower of a ttorney to establish services and to redeem by mail. For more infor mation, call Investor Services.

Retirement Plans

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

Investing for College Expenses

We can help you save for future college expenses on a tax-advantaged basis.

Education Savings Account s (ESAs) (formerly known as Education IRAs)

Invest up to $2,000 a year depending on your annual income ; account earnings are tax- free when used for qualified expenses .

529 Plans

T.   Rowe Price offers three 529 plans: the T.   Rowe Price College Savings Plan (a national plan sponsored by the Education Trust of Alaska), t he Maryland College Invest ment Plan, and the University of Alaska College Savings Plan. For more information, call toll - free
1-866-521-1894.

T. Rowe Price 36

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, dis tributions, account balances, and your latest transaction; (2)   request checks, prospectuses, services forms, dupli cate statements, and tax forms; and (3)   buy, sell, and exchange shares in your accounts (see Electronic Trans fers in this section ).

Web Address
troweprice.com

On line Account Access

You can sign up online to conduct account transactions th r ough our Web site on the Internet. I f you subscribe to America Online ® , you can access our Web site via key word "T.   Rowe Price" and conduct transactions in your account.

Plan Account Line
1-800-401-3279

This 24-hour service is similar to Tele*Access but is designed specifically to meet the needs of retirement plan investors.

By Telephone and
In Person

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 move as little as $100 or as much as $ 250,000 between your bank account and fund account using the ACH system . 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 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 , Emerging Markets Bond , or U.S. Bond Index 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.

37

Automatic Investing

Automatic Asset Builder

You can instruct us to move $50 ($ 100 for Summit Funds) 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.

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 O pen an A ccount
1-800-638-566 0

For E xisting
B rokerage Customers
1-800-225-77 20

Investments available t hrough our brokerage service include   stocks, options, bonds, and others   at commis sion savings over full-service broker s . * We also provide a wide range of services, including:

Automated T elephone and C omputer S ervices

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 Account Access -Brokerage . For stock trades entered through Tele- Trader, you will pay a commission of $35 for up to 1,000 shares plus $.02 for each share over 1,000 . For stock trades entered through Account Access-Brokerage , you will pay a commission of $ 19 .95 for up to 1,000 shares plus $.02 for each share over 1,000. Option trades entered through Account Access-Brokerage or Tele- Trader save you 10% over our standard commission schedule. All trades are s ubject to a $ 40 minimum com mission except stock trades placed through Account Access-Brokerage and Tele-Trader . All limit and stop orders entered, regardless of order entry means, are sub ject to a $5 order handling fee assessed upon execution.

Investor I nformation

A variety of informative reports, such as our Brokerage Insights series , as well as access to on line research tools , can help you better evaluate economic trends and investment opportunities.

T. Rowe Price 38

Dividend Reinvestment Service

If you elect to participate in this service, the cash divi dends from the eligible securities held in your account will automatically be reinvested in additional shares of the same securities free of charge. Most securities listed on national securities exchanges or Nasdaq are eligible for this service .

*Services v ary b y f irm.

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

Investment Information

To help you monitor your investments and make decisions that accurately reflect your 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 W eb site at troweprice.com.

A note on mailing procedures: If two or more members of a household own the same fund, we economize on fund expenses by sending only one fund report and prospectus. If you need additional copies or do not want your mailings to be "householded," please call Shareholder Services at 1-800-225-5132 or write to us at P.O. Box 17630, Baltimore, M D 21297-1630.

Shareholder Reports

Fund managers` annual and semiannual reviews of their strategies and performance .

The T.   Rowe Price Report

A quarterly investment newsletter discussing markets and financial strategies and including the Performance Update, a review of all T.   Rowe Price fund results.

Insights

Educational reports on investment strategies and financial markets.

39

Investment Guides

Asset Mix Worksheet, Diversifying Overseas: A T.   Rowe Price Guide to International Investing, Managing Your Retirement Distribution, Retirement Readiness Guide , Retirement Planning Kit, and Tax Considerations for Investors.

T. Rowe Price 40

T.   rowe price Privacy Policy

In the course of doing business with T.   Rowe Price , you share personal and financial information with us. We treat this information as confidential and recognize the importance of protecting access to it.

You may provide information when communicating or transacting with us in writ ing, electronically, or by phone. For instance, information may come from applica tions, requests for forms or literature, and your transactions and account positions with us. On occasion, such information may come from consumer reporting agencies and those providing services to us.

We do not sell information about current or former customers to any third parties, and we do not disclose it to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law. We may share information within the T.   Rowe Price family of companies in the course of providing or offering products and services to best meet your investing needs. We may also share that information with companies that perform administrative or marketing services for T.   Rowe Price , with a research firm we have hired, or with a business partner, such as a bank or insurance company with which we are developing or offering invest ment products. When we enter into such a relationship, our contracts restrict the companies ` use of our customer information, prohibiting them from sharing or using it for any purposes other than those for which they were hired.

We maintain physical, electronic, and procedural safeguards to protect your personal information. Within T.   Rowe Price , access to such information is limited to those who need it to perform their jobs, such as servicing your accounts, resolving prob lems, or informing you of new products or services. Finally, our Code of Ethics, which applies to all employees, restricts the use of customer information and requires that it be held in strict confidence.

This Privacy Policy applies to the following T.   Rowe Price family of companies:

T.   Rowe Price Associates, Inc.; T.   Rowe Price Advisory Services, Inc.; T.   Rowe Price Investment Services, Inc.; T.   Rowe Price Savings Bank; T.   Rowe Price Trust Com pany; and the T.   Rowe Price Funds.

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 incorpo rated by reference into this pro spectus. 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 publicinfo@sec.gov, or by writing the Public Reference Room, Washington D.C. 20549-0102.

  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 the hearing impaired

1-800-367-0763

For performance, prices,
account information, or
to conduct transactions

Tele*Access ®

24 hours, 7 days
1-800-638-2587

Internet address

troweprice.com

Plan Account Line

For retirement plan
investors: The
appropriate 800
number appears on your retirement account statement.

Investor Centers

For directions, call
1-800-225-5132 or
visit our Web site

Baltimore Area

Downtown

105 East Lombard Street

Owings Mills

Three Financial Center
4515 Painters Mill Road

Boston Area

386 Washington Street
Wellesley

Chicago Area

1900 Spring Road
Suite 104
Oak Brook

Colorado Springs

2260 Briargate Parkway

Los Angeles Area

Warner Center
21800 Oxnard Street
Suite 270
Woodland Hills

New Jersey/New York Area

51 JFK Parkway, 1st Floor
Short Hills, New Jersey

San Francisco Area

1990 N. California Boulevard
Suite 100
Walnut Creek

Tampa

4211 W. Boy Scout Boulevard
8th Floor

Washington, D.C. Area

Downtown

900 17th Street, N.W.
Farragut Square

Tysons Corner

1600 Tysons Boulevard
Suite 150

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

F37-040 3/1/03

1940 Act File No. 811-2958

Prospectus

March 1, 2003

T. ROWE PRICE

International Stock Fundxd1 Advisor Class

A stock fund seeking long-term capital growth through investments in non-U.S. companies. This class of shares is sold only through financial intermediaries.

®

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.