T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

                             ARTICLES SUPPLEMENTARY
                          CLASSIFYING AUTHORIZED STOCK


     T. Rowe Price Blue Chip Growth Fund, Inc., a Maryland corporation, having
its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

     FIRST:  Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Article Sixth of the Charter of the Corporation, the Board of
Directors has duly classified a number of shares of its unissued Common Stock
(determined in connection with the SECOND paragraph below) into one (1) new
class of Common Stock to be designated the T. Rowe Price Blue Chip Growth Fund-R
Class.

     SECOND:  After giving effect to the foregoing classification, the Board of
Directors has heretofore duly divided and classified an aggregate of
1,000,000,000 shares of the unissued Common Stock of the Corporation into the
following classes on the dates indicated in the parentheses following the names
of the respective class:  T. Rowe Price Blue Chip Growth Fund (April 21, 1993),
T. Rowe Price Blue Chip Growth Fund-Advisor Class (March 24, 2000), and T. Rowe
Price Blue Chip Growth Fund-R Class August__, 2002).  Each such class shall
consist, until further changed, of the lesser of (x) 1,000,000,000 shares or (y)
the number of shares that could be issued by issuing all of the shares of the
Corporation currently or hereafter authorized less the total number of shares of
the Corporation then issued and outstanding of all other classes. The shares of
Common Stock of the T. Rowe Price Blue Chip Growth Fund-R Class shall represent
the same interest in the Corporation and have identical voting, dividend,
liquidation, and other rights with the shares of the other classes of Common
Stock of the Corporation; provided, however, that notwithstanding anything in
the charter of the Corporation to the contrary:

               (1)
          Expenses uniquely related to the shares of Common Stock of
          the T. Rowe Price Blue Chip Growth Fund-R Class (including,
          without limitation, distribution expenses under a Rule 12b-1
          plan and administrative expenses under an administration or
          service agreement, plan or other arrangement, however
          designated) shall be borne by that Class, and shall be
          appropriately reflected (in the manner determined by the
          Board of Directors) in the net asset value, dividends,
          distribution and liquidation rights of the shares of that
          Class, all as the Board of Directors may determine by
          resolution from time to time, and shall be described in the
          prospectus or statement of additional information for such
          Class as and to the extent required by the Investment
          Company Act of 1940, as amended, and the rules and
          regulations thereunder.

               (2)
          As to any matter with respect to which a separate vote of
          any Class is required by the Investment Company





          Act (including, without limitation, approval of any plan,
          agreement or other arrangement referred to in subsection (1)
          above), such requirement as to a separate vote by that Class
          shall apply in lieu of any voting requirements established
          by the Maryland General Corporation Law. As to any matter
          which does not affect the interest of the T. Rowe Price Blue
          Chip Growth Fund-R Class of Common Stock, only the holders
          of shares of the affected Class or Classes shall be entitled
          to vote.

     THIRD:
The shares aforesaid have been duly classified by the Board of Directors
pursuant to authority and power contained in the Charter of the Corporation.
These Articles Supplementary do not increase the aggregate authorized capital
stock of the Corporation.







     IN WITNESS WHEREOF, T. Rowe Price Blue Chip Growth Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its Vice President
and witnessed by its Secretary on _____________________, 2002.


WITNESS:                       T. ROWE PRICE BLUE CHIP
                          GROWTH FUND, INC.



                                                        By:
-----------------------------------------------

-----------------------------------------------------
Patricia B. Lippert, Secretary

Henry H. Hopkins, Vice President


     THE UNDERSIGNED, Vice President of T. Rowe Price Blue Chip Growth Fund,
Inc., who executed on behalf of the Corporation Articles Supplementary of which
this certificate is made a part, hereby acknowledges in the name and on behalf
of said Corporation the foregoing Articles Supplementary to be the corporate act
of said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.





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                               Henry H. Hopkins, Vice President













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