PAGE 1

Prospectus for the T. Rowe Price Blue Chip Growth Fund, Inc., dated May 1,
1994, should be inserted here.



BLUE CHIP
GROWTH FUND
PROSPECTUS
MAY 1, 1994
T. ROWE PRICE
BLUE CHIP GROWTH FUND, INC.

Investment Summary
The Fund seeks to provide long-term growth of capital through investments
in stocks of established companies, most of which are expected to pay
dividends.

This Fund may be appropriate for equity investors who can accept the risks
and potential rewards of a Fund seeking capital appreciation through
investing in "Blue Chip" (i.e., high quality) growth companies. The Fund's
dividends will be distributed annually.

T. Rowe Price
100% No Load.  This Fund has no sales charges, no redemption fees, and no
12b-1 fees. 100% of your investment is credited to your account.
Services.  T. Rowe Price provides easy access to your money through bank
wires or telephone redemptions and offers easy exchange to other T. Rowe
Price Funds.

T. Rowe Price Associates, Inc. (T. Rowe Price) was founded in 1937 by the
late Thomas Rowe Price, Jr. As of December 31, 1993, the firm and its
affiliates managed over $50 billion for approximately three million
individual and institutional investor accounts.

This prospectus contains information you should know about the Fund before
you invest. Please keep it for future reference. A Statement of Additional
Information for the Fund (dated May 1, 1994) has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
prospectus. It is available at no charge by calling: 1-800-638-5660.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION,
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.


TABLE OF CONTENTS

Fund Information

Investment Objective and Program            2
Summary of Fund Fees and Expenses           3
Financial Highlights                        4
Investing in the Stock Market               4
Investment Policies                         4
Performance Information                     7
Capital Stock                               7
NAV, Pricing, and Effective Date            8
Receiving Your Proceeds                     8
Dividends and Distributions                 9
Taxes                                       9
Management of the Fund                     10
Expenses and Management Fee                10

How to Invest

Shareholder Services                       11
Conditions of Your Purchase                12
Completing the New Account Form            13
Opening a New Account                      14
Purchasing Additional Shares               14
Exchanging and Redeeming Shares            15

INVESTMENT OBJECTIVE AND PROGRAM

The Fund's investment objective is to provide long-term growth of capital.
While current income is a secondary objective, most of the stocks in the
Fund's portfolio are expected to pay dividends.

The Fund's share price will fluctuate with changing market conditions, and
your investment may be worth more or less when redeemed than when
purchased. The Fund should not be relied upon as a complete investment
program, nor used to play short-term swings in the stock market. The Fund
cannot guarantee it will achieve its investment objective.
     The Fund will invest primarily (at least 65% of its total assets) in
the common stocks of Blue Chip companies as defined by T. Rowe Price. These
companies will have the potential for above-average growth in earnings and
be well-established in their respective industries. The Fund will generally
invest in large and medium sized companies which possess some or all of the
following characteristics:

- -    Leading Market Positions

  Blue Chip companies often occupy leading market positions that are
  expected to be maintained or enhanced over time. Strong market
  positions, particularly in growing industries, can give a company
  pricing flexibility as well as the potential for strong unit sales.
  These factors can in turn lead to higher earnings growth and greater
  share price appreciation.

- -    Seasoned Management Teams

  The depth and breadth of management's operating experience will be
  evaluated by T. Rowe Price. The Fund will seek to invest in companies
  possessing seasoned management teams with a track record of providing
  superior financial results.

- -    Strong Financial Fundamentals

  Companies considered for the Fund's portfolio will typically
  demonstrate:
  - faster earnings growth than its competitors and the market in
       general;
  - high profit margins relative to competitors;
  - strong cash flow;
  - healthy balance sheet, with relatively low debt; and
  - a high return on equity with a relatively low dividend payout ratio.

     In selecting investments for the Fund, T. Rowe Price will conduct
proprietary research to evaluate the growth prospects of the company and
the industry in which it operates. This approach seeks to identify Blue
Chip companies with market franchises in industries believed to be
strategically poised for long-term growth. The investment approach is based
on T. Rowe Price's belief that the combination of solid company
fundamentals (with emphasis on the potential for above-average growth in
earnings) along with a strong outlook for overall industry growth will
ultimately reward investors with a higher stock price.
     While primary emphasis is placed on a company's prospects for future
growth, the Fund will not purchase securities which, in T. Rowe Price's
opinion, are overvalued given the underlying business fundamentals. The
Fund seeks to invest in the stocks of growth companies which are
attractively priced relative to their anticipated long-term value, thereby
providing the potential for substantial capital appreciation.
     Although the Fund will invest primarily in U.S. common stocks, it may
also purchase other types of securities, for example, foreign securities,
convertible securities and warrants, when considered consistent with the
Fund's investment objective and program. The Fund may also engage in a
variety of investment management practices, such as buying and selling
futures and options. The Fund's investments in convertible securities,
preferred stocks and debt securities are limited to 25% of the Fund's total
assets. Normally, the Fund will be fully invested with cash reserves
typically less than 10% of total assets. Please see Investment Policies for
a more complete description of these and other permissible Fund
investments.

SUMMARY OF FUND FEES AND EXPENSES

The Fund is 100% no-load . . . you pay no fees to purchase, exchange or
redeem shares, nor any ongoing marketing (12b-1) expenses. Lower expenses
benefit you by increasing your investment return from the Fund.
     Shown below are all expenses and fees the Fund incurred during its
fiscal period. Expenses are expressed as a percent of average Fund net
assets. Organizational expenses will be charged to the Fund over a period
not to exceed 60 months. More information about these expenses may be found
below and under Expenses and Management Fee and in the Statement of
Additional Information under Management Fee and Limitation on Fund
Expenses.

Shareholder Transaction Expenses          Annual Fund Expenses

Sales load "charge" on purchases    None  Management fee
                                             (after reduction)    0.00%
Sales load "charge" on reinvested
   dividends                        None  Total other (Shareholder
                                             servicing, custodial,
Redemption fees                     None     auditing, etc.)  1.25%
Exchange fees                       None  Distribution fees (12b-1)    None

                                          Total Fund Expenses         1.25%

      The Fund's management fee, other expenses and total expense ratio
          would have been 0.65%, 1.55%, and 2.20%, respectively, had
          T. Rowe Price not agreed to reduce management fees and assume
          other expenses in accordance with the expense limitation.
      The Fund charges a $5.00 fee for wire redemptions under $5,000,
          subject to change without notice.

EXAMPLE OF FUND EXPENSES.

The following example illustrates the expenses you would incur on a $1,000
investment, assuming a 5% annual rate of return and redemption at the end
of each period shown. For example, expenses for the first year in the Fund
would be $13. This is an illustration only. Actual expenses and performance
may be more or less than shown.

          1 Year_$13    3 Years-$40    5 Years-$69    10 Years-$151

Management Fee.  The Fund pays T. Rowe Price an investment management fee
consisting of a flat Individual Fund Fee of 0.30% of the Fund's net assets
and a Group Fee, defined on page 10 under Expenses and Management Fee, of
0.35% as of December 31, 1993. Thus, the total combined management fee for
the Fund would be 0.65% of net assets.
     In the interest of limiting the expenses of the Fund during its
initial period of operations, T. Rowe Price has agreed to bear any expenses
through December 31, 1994 which would cause the Fund's ratio of expenses to
average net assets to exceed 1.25%. Expenses paid or assumed under this
agreement are subject to reimbursement to T. Rowe Price by the Fund
whenever the Fund's expense ratio is below 1.25%; however, no reimbursement
will be made after December 31, 1996, or if it would result in the expense
ratio exceeding 1.25%. Without this expense limitation, it is estimated the
Fund's management fee and total expense ratio for the first period of
operation would be 0.65% and 1.59%, respectively.

Transfer Agent, Shareholder Servicing, and Administrative Costs. The Fund
paid fees to: (i) T. Rowe Price Services, Inc. (TRP Services) for transfer
and dividend disbursing agent functions and shareholder services for all
accounts and (ii) T. Rowe Price for calculating the daily share price and
maintaining the portfolio and general accounting records of the Fund. These
fees totaled approximately $46,000 and $15,000, respectively, for the
period ending December 31, 1993.

FINANCIAL HIGHLIGHTS

The following table provides information about the Fund's financial
history. It is based on a single share outstanding for the period June 30,
1993 (commencement of operations) to December 31, 1993. The table is part
of the Fund's financial statements which are included in the Fund's annual
report and incorporated by reference into the Statement of Additional
Information, which is available to shareholders. The financial statements
in the annual report have been audited by Price Waterhouse, independent
accountants, whose unqualified report covers the period shown.





                      Investment Activities          Distributions  End of Period
                                  Net                                               Total                     Ratio of
                               Realized   Total                                    Return         Ratio of     Net In-
              Net               and Un-   from                                Net (Includes       Expenses    vestment   Port-
             Asset      Net    realized  Invest-    Net                      Asset  Rein-            to        Income    folio
  Period    Value,    Invest- Gain(Loss)  ment    Invest-    Net     Total  Value, vested   Net    Average     to Avg.   Turn-
  Ended,   Beginning   ment   on Invest- Activi-   ment   Realized  Distri- End of  Divi- Assets     Net         Net     over
  Dec. 31  of Period  Income     ments    ties    Income    Gain    butions Period dends) ($000s)  Assets      Assets    Rate

                                                                                  
   1993     $10.00    $.05   $1.38    $1.43    $(.05)   $(.14)   $(.19) $11.24 14.3% $24,651 1.25% 0.80% 89.0%



      Annualized.
      Excludes expenses in excess of a 1.25% voluntary expense limitation in effect through December 31, 1994.




INVESTING IN THE STOCK MARKET

Common stocks offer a way to invest for long-term growth of capital. As the
U.S. economy has expanded, corporate profits have grown, and share values
have risen.
     Economic growth has been punctuated by periodic declines. Share prices
of even the best managed, most profitable corporations are subject to
market risk, which means their stock prices can decline. In addition,
swings in investor psychology and/or significant trading by large
institutional investors can result in price fluctuations. For this reason,
equity investors should have a long-term investment horizon and be willing
to wait out bear markets.

INVESTMENT POLICIES

This section takes a detailed look at some of the types of securities the
Fund may hold in its portfolio and the various kinds of investment
practices that may be used in day-to-day portfolio management. The Fund's
investment program is subject to further restrictions and risks described
in the Statement of Additional Information.
     Shareholder approval is required to substantively change the Fund's
objective and certain investment restrictions noted in the following
section as "fundamental policies." The managers also follow certain
"operating policies" which can be changed without shareholder approval.
However, significant changes are discussed with shareholders in Fund
reports.

Types of Portfolio Securities

FUND MANAGERS HAVE CONSIDERABLE LEEWAY IN CHOOSING INVESTMENT STRATEGIES
AND SELECTING SECURITIES THEY BELIEVE WILL HELP THE FUND ACHIEVE ITS
OBJECTIVE.

In seeking to meet its investment objective, the Fund may invest in any
type of security whose investment characteristics are consistent with the
Fund's investment program. These and some of the other investment
techniques the Fund may use are described in the following pages.

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 the issuer or more than 10% of the
voting securities of the issuer would be held by the Fund.

Common and Preferred Stocks.  Stocks represent shares of ownership in a
company. Generally, preferred stock has a specified dividend and ranks
after bonds and before common stocks in its claim on income for dividend
payments and on assets should the company be liquidated. After other claims
are satisfied, common stockholders participate in company profits on a pro
rata basis; profits may be paid out in dividends or reinvested in the
company to help it grow. Increases and decreases in earnings are usually
reflected in a company's stock price, so common stocks generally have the
greatest appreciation and depreciation potential of all corporate
securities. While most preferred stocks pay a dividend, the Fund may
purchase preferred stock where the issuer has omitted, or is in danger of
omitting, payment of its dividend. Such investments would be made primarily
for their capital appreciation potential.

Convertible Securities and Warrants.  The Fund may invest 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 non-convertible
securities. They generally participate in the appreciation or depreciation
of the underlying stock into which they are convertible, but to a lesser
degree. In recent years, convertibles have been developed which combine
higher or lower current income with options and other features. Warrants
are options to buy a stated number of shares of common stock at a specified
price any time during the life of the warrants (generally, two or more
years).

Foreign Securities.  The Fund may invest in foreign securities. These
include non-dollar denominated securities traded outside of the U.S. and
dollar denominated securities traded in the U.S. (such as ADRs). Such
investments increase a portfolio's diversification and may enhance return,
but they also involve some special risks such as exposure to potentially
adverse local political and economic developments; nationalization and
exchange controls; potentially lower liquidity and higher volatility;
possible problems arising from accounting, disclosure, settlement, and
regulatory practices that differ from U.S. standards; and the chance that
fluctuations in foreign exchange rates will decrease the investment's value
(favorable changes can increase its value).

Operating Policy. The Fund may invest up to 20% of its total assets in
foreign securities.

Fixed Income Securities.  The Fund may invest in debt securities of any
type without regard to quality or rating. Such securities would be
purchased in companies which meet the investment criteria for the Fund. The
price of a bond fluctuates with changes in interest rates, rising when
interest rates fall and falling when interest rates rise.
High Yield/High Risk Investing.  The total return and yield of lower
quality (high yield/high risk) bonds, commonly referred to as junk bonds,
can be expected to fluctuate more than the total return and yield of higher
quality, shorter-term bonds, but not as much as common stocks. Junk bonds
are regarded as predominantly speculative with respect to the issuer's
continuing ability to meet principal and interest payments.

Operating Policy. The Fund will not purchase a non-investment grade debt
security (or junk bond) if immediately after such purchase the Fund would
have more than 5% of its total assets invested in such securities.

Hybrid Instruments.  These instruments 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 such an investment
could be zero. Hybrids can have volatile prices and limited liquidity and
their use by the Fund may not be successful.

Operating Policy. The Fund may invest up to 10% of its total assets in
hybrid instruments.

Private Placements (Restricted Securities).  These securities are sold
directly to a small number of investors, usually institutions. Unlike
public offerings, such securities are not registered with the SEC. Although
certain of these securities may be readily sold, for example, under Rule
144A, the sale of others may involve substantial delays and additional
costs.

Operating Policy. The Fund will not invest more than 15% of its net assets
in illiquid securities, but not more than 5% in restricted securities
(other than Rule 144A securities).

Types of Management Practices

Cash Position.  The Fund will hold a certain portion of its assets in money
market securities, including repurchase agreements, in the two highest
rating categories, maturing in one year or less. For temporary, defensive
purposes, the Fund may invest without limitation in such securities. This
reserve position provides flexibility in meeting redemptions, expenses, and
the timing of new investments, and serves as a short-term defense during
periods of unusual market volatility.
Borrowing Money and Transferring Assets.  The Fund can borrow money from
banks as a temporary measure for emergency purposes, to facilitate
redemption requests, or for other purposes consistent with the Fund's
investment objective and program. Such borrowings may be collateralized
with Fund assets, subject to restrictions.

Fundamental Policy. Borrowings may not exceed 331/3% of total Fund assets.

Operating Policies. The Fund may not transfer as collateral any portfolio
securities except as necessary in connection with permissible borrowings or
investments, and then such transfers may not exceed 331/3% of the Fund's
total assets. The Fund may not purchase additional securities when
borrowings exceed 5% of total assets.

Futures and Options.  Futures are often used to manage risk, because they
enable the investor to buy or sell an asset in the future at an agreed upon
price. Options give the investor the right, but not the obligation, to buy
or sell an asset at a predetermined price in the future. The Fund may buy
and sell futures contracts (and options on such contracts) to manage its
exposure to changes in securities prices and foreign currencies and as an
efficient means of adjusting its overall exposure to certain markets. The
Fund may purchase, sell, or write call and put options 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 the Fund's total
return; and the potential loss from the use of futures can exceed the
Fund's initial investment in such contracts.

Operating Policies. Futures: Initial margin deposits and premiums on
options used for non-hedging purposes will not equal more than 5% of the
Fund's net asset value. Options on securities: The total market value of
securities against which the Fund has written call or put options may not
exceed 25% of its total assets. The Fund will not commit more than 5% of
its total assets to premiums when purchasing call or put options.

Managing Foreign Currency Risk.  Investors in foreign securities may
"hedge" their exposure to potentially unfavorable currency changes by
purchasing a contract to exchange one currency for another on some future
date at a specified exchange rate. In certain circumstances, a "proxy
currency" may be substituted for the currency in which the investment is
denominated, a strategy known as "proxy hedging."  Although foreign
currency transactions will be used primarily to protect the Fund's foreign
securities from adverse currency movements relative to the dollar, they
involve the risk that anticipated currency movements will not occur and the
Fund's total return could be reduced.

Lending of Portfolio Securities. Like other mutual funds, the Fund may lend
securities to broker-dealers, other institutions, or other persons to earn
additional income. The principal risk is the potential insolvency of the
broker-dealer or other borrower. In this event, the Fund could experience
delays in recovering its securities and possibly capital losses.

Fundamental Policy. The value of loaned securities may not exceed 331/3% of
the Fund's total assets.

Portfolio Transactions.  The Fund will not generally trade in securities
for short-term profits but, when circumstances warrant, securities may be
purchased and sold without regard to the length of time held. The Fund's
annualized portfolio turnover rate for the period ended December 31, 1993,
was 89.0%.

PERFORMANCE INFORMATION

The Fund may advertise total return figures on both a cumulative and
compound average annual basis and compare them to various indices (e.g.,
the S&P 500), other mutual funds or other performance measures. (The total
return of the Fund consists of the change in its net asset value per share
and the net income it earns.) Cumulative total return compares the amount
invested at the beginning of a period with the amount redeemed at the end
of the period, assuming the reinvestment of all dividends and capital gain
distributions. The compound average annual total return indicates a yearly
compound average of the Fund's performance, derived from the cumulative
total return. The annual compound rate of return for the Fund may vary from
any average. Further information about the Fund's performance is contained
in its annual report which is available free of charge.

CAPITAL STOCK

The Fund is a Maryland corporation organized in 1993 and registered with
the Securities and Exchange Commission under the Investment Company Act of
1940 as a diversified, open-end investment company, commonly known as a
"mutual fund." A mutual fund, such as the Fund, enables shareholders to:
(1) obtain professional management of investments, including T. Rowe
Price's proprietary research; (2) diversify their portfolio to a greater
degree than would be generally possible if they were investing as
individuals and thereby reduce, but not eliminate risks; and (3) simplify
the recordkeeping and reduce transaction costs associated with investments.
     The Fund has an Investment Advisory Committee composed of the
following members: Thomas H. Broadus, Jr., Chairman, and Larry J. Puglia.
The Committee Chairman has day-to-day responsibility for managing the Fund
and works with the Committee in developing and executing the Fund's
investment program. Mr. Broadus has been Chairman of the Committee since
the Fund's inception in 1993. He has been managing investments since
joining T. Rowe Price in 1966.

Shareholder Rights.  The Fund issues one class of capital stock, all shares
of which have equal rights with regard to voting, redemptions, dividends,
distributions, and liquidations. Fractional shares have voting rights and
participate in any distributions and dividends. Shareholders have no
preemptive or conversion rights; nor do they have cumulative voting rights.
When the Fund's shares are issued, they are fully paid and nonassessable.
The Fund does not routinely hold annual meetings of shareholders. However,
if shareholders representing at least 10% of all votes of the Fund entitled
to be cast so desire, they may call a special meeting of shareholders of
the Fund for the purpose of voting on the question of the removal of any
director(s). The total authorized capital stock of the Fund consists of
1,000,000,000 shares, each having a par value of $.0001. As of December 31,
1993, there were 2,663 shareholders in the Fund, and a total of 3,090,358
shareholders in the other 56 T. Rowe Price Funds.


DESCRIPTION OF SIGNIFICANT DIFFERENCES BETWEEN EDGAR FILING AND PRINTED
COPY:

Information appearing in all capital letters before a paragraph in the
Edgar filing will appear, in the printed copy, as call-outs in the left
margin.