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                                  FORM RW





                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549






                REQUEST FOR WITHDRAWAL PURSUANT TO RULE 477
                      UNDER THE SECURITIES ACT OF 1933






                  T. ROWE PRICE MID-CAP GROWTH FUND, INC.









































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                             WITHDRAWAL REQUEST

               The undersigned registered open-end investment
          company hereby notifies the Securities and Exchange
          Commission that it requests to withdraw Post-Effective
          Amendment No. 4 dated February 23, 1995.  This
          amendment which should have been filed pursuant to Rule
          485(a) was incorrectly filed under Rule 485(b).

                                 SIGNATURE

               Pursuant to the requirements of Rule 477 under the
          Securities Act of 1933, the registrant has caused this
          request for withdrawal to be duly executed on its
          behalf in the City of Baltimore and the State of
          Maryland on the 23rd day of February, 1995.


                                   T. ROWE PRICE MID-CAP GROWTH
                                   FUND, INC.


                                   By:  /s/Patricia S. Butcher,
                                        Assistant Secretary