Item 1. Report to Shareholders
T. Rowe Price Dividend Growth Fund
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June 30, 2004
Certified Semiannual Report
This report is certified under the Sarbanes-Oxley Act of 2002, which requires
that public companies, including mutual funds, affirm that the information
provided in their annual and semiannual shareholder reports fully and fairly
represents their financial position.
T. Rowe Price Dividend Growth Fund
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Certified Semiannual Report (Unaudited)
FINANCIAL HIGHLIGHTS For a share outstanding throughout each period
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6 Months Year
Ended Ended
6/30/04 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99
NET ASSET VALUE
Beginning of
period $ 20.72 $ 16.76 $ 20.79 $ 21.88 $ 20.21 $ 22.01
Investment
activities
Net investment
income (loss) 0.09 0.22 0.20 0.27 0.30 0.45
Net realized
and unrealized
gain (loss) 0.48 3.97 (4.03) (1.08) 1.71 (1.08)
Total from
investment
activities 0.57 4.19 (3.83) (0.81) 2.01 (0.63)
Distributions
Net investment
income (0.08) (0.23) (0.20) (0.28) (0.29) (0.45)
Net realized
gain - - - - (0.05) (0.72)
Total
distributions (0.08) (0.23) (0.20) (0.28) (0.34) (1.17)
NET ASSET VALUE
End of period $ 21.21 $ 20.72 $ 16.76 $ 20.79 $ 21.88 $ 20.21
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Ratios/Supplemental
Data
Total return^ 2.75% 25.17% (18.47)% (3.64)% 10.06% (2.82)%
Ratio of total
expenses to
average net
assets 0.79%! 0.83% 0.83% 0.82% 0.81% 0.77%
Ratio of net
investment
income (loss)
to average
net assets 0.85%! 1.25% 1.08% 1.31% 1.43% 2.01%
Portfolio
turnover rate 14.8%! 17.5% 20.4% 34.9% 35.7% 37.8%
Net assets,
end of period
(in millions) $ 715 $ 695 $ 531 $ 692 $ 751 $ 1,028
^ Total return reflects the rate that an investor would have earned on an
investment in the fund during each period, assuming reinvestment of all
distributions.
! Annualized
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Dividend Growth Fund
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Certified Semiannual Report (Unaudited) June 30, 2004
PORTFOLIO OF INVESTMENTS (1) Shares Value
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(Cost and value in $ 000s)
COMMON STOCKS 97.3%
CONSUMER DISCRETIONARY 13.9%
Hotels, Restaurants & Leisure 1.2%
Carnival 160,000 7,520
Starwood Hotels & Resorts Worldwide, Class B 30,000 1,345
8,865
Household Durables 0.7%
Newell Rubbermaid 210,000 4,935
4,935
Leisure Equipment & Products 0.5%
Hasbro 175,000 3,325
3,325
Media 6.9%
Disney 260,000 6,628
EchoStar Communications, Class A * 120,000 3,690
McGraw-Hill 82,500 6,317
Meredith 85,000 4,672
New York Times, Class A 165,000 7,377
Omnicom 80,000 6,071
Time Warner * 300,000 5,274
Viacom, Class B 260,000 9,287
49,316
Multiline Retail 2.7%
Family Dollar Stores 260,000 7,909
Nordstrom 15,000 639
Target 250,000 10,618
19,166
Specialty Retail 1.9%
Home Depot 235,000 8,272
Ross Stores 195,000 5,218
13,490
Total Consumer Discretionary 99,097
CONSUMER STAPLES 7.5%
Beverages 1.0%
PepsiCo 135,000 7,274
7,274
Food & Staples Retailing 1.7%
Sysco 120,000 4,305
Walgreen 215,000 7,785
12,090
Food Products 2.3%
General Mills 150,000 7,129
McCormick 180,000 6,120
Unilever (GBP) 360,000 3,531
16,780
Household Products 0.4%
Colgate-Palmolive 50,000 2,922
2,922
Personal Products 0.9%
Estee Lauder, Class A 125,000 6,097
6,097
Tobacco 1.2%
Altria Group 175,000 8,759
8,759
Total Consumer Staples 53,922
ENERGY 7.6%
Energy Equipment & Services 1.9%
Baker Hughes 175,000 6,589
Diamond Offshore Drilling 275,000 6,553
13,142
Oil & Gas 5.7%
Amerada Hess 65,000 5,147
BP ADR 140,000 7,500
ChevronTexaco 75,000 7,058
Exxon Mobil 325,000 14,433
TotalFinaElf ADR 70,000 6,726
40,864
Total Energy 54,006
FINANCIALS 24.2%
Capital Markets 4.9%
Bank of New York 155,000 4,569
Mellon Financial 245,000 7,186
Morgan Stanley 100,000 5,277
State Street 200,000 9,808
Waddell & Reed Financial, Class A 370,000 8,181
35,021
Commercial Banks 2.8%
Fifth Third Bancorp 30,000 1,613
U.S. Bancorp 380,000 10,473
Wells Fargo 135,000 7,726
19,812
Consumer Finance 1.6%
American Express 150,000 7,707
SLM Corporation 85,000 3,438
11,145
Diversified Financial Services 3.1%
Citigroup 400,000 18,600
Principal Financial Group 100,000 3,478
22,078
Insurance 6.2%
American International Group 125,000 8,910
Genworth Financial, Class A * 100,000 2,295
Hartford Financial Services 75,000 5,155
Marsh & McLennan 150,000 6,807
Prudential 50,000 2,324
St. Paul Companies 240,000 9,730
XL Capital 125,000 9,432
44,653
Real Estate 3.2%
Archstone-Smith Trust, REIT 185,000 5,426
Cousins Properties, REIT 180,000 5,931
Duke Realty, REIT 150,000 4,772
Vornado Realty Trust, REIT 125,000 7,139
23,268
Thrifts & Mortgage Finance 2.4%
Fannie Mae 100,000 7,136
Freddie Mac 100,000 6,330
Radian Group 80,000 3,832
17,298
Total Financials 173,275
HEALTH CARE 9.6%
Biotechnology 0.5%
MedImmune * 150,000 3,510
3,510
Health Care Equipment & Supplies 1.5%
Dentsply International 125,000 6,513
Medtronic 85,000 4,141
10,654
Health Care Providers & Services 0.7%
HCA 115,000 4,783
4,783
Pharmaceuticals 6.9%
Abbott Laboratories 110,000 4,484
Bristol-Myers Squibb 155,000 3,798
Eli Lilly 45,000 3,146
Johnson & Johnson 135,000 7,519
Pfizer 635,000 21,768
Schering-Plough 65,000 1,201
Wyeth 215,000 7,774
49,690
Total Health Care 68,637
INDUSTRIALS & BUSINESS SERVICES 14.9%
Aerospace & Defense 3.2%
General Dynamics 40,000 3,972
Honeywell International 140,000 5,128
Lockheed Martin 150,000 7,812
Rockwell Collins 175,000 5,831
22,743
Air Freight & Logistics 1.7%
C.H. Robinson Worldwide 40,000 1,833
Expeditors International of Washington 65,000 3,212
UPS, Class B 95,000 7,141
12,186
Building Products 1.1%
Masco 250,000 7,795
7,795
Commercial Services & Supplies 2.3%
ARAMARK, Class B 250,000 7,190
Waste Management 300,000 9,195
16,385
Industrial Conglomerates 4.4%
GE 440,000 14,256
Roper Industries 130,000 7,397
Tyco International 300,000 9,942
31,595
Machinery 1.3%
Danaher 100,000 5,185
Pall 150,000 3,929
9,114
Road & Rail 0.9%
Union Pacific 115,000 6,837
6,837
Total Industrials & Business Services 106,655
INFORMATION TECHNOLOGY 11.4%
Communications Equipment 0.9%
Cisco Systems * 180,000 4,266
Nokia ADR 170,000 2,472
6,738
Computers & Peripherals 2.0%
Dell * 130,000 4,657
Diebold 105,000 5,551
Hewlett-Packard 200,000 4,220
14,428
Electronic Equipment & Instruments 1.1%
Jabil Circuit * 85,000 2,140
Molex, Class A 200,000 5,456
7,596
IT Services 3.1%
Automatic Data Processing 85,000 3,560
Certegy 175,000 6,790
First Data 180,000 8,014
Paychex 105,000 3,558
21,922
Semiconductor & Semiconductor Equipment 1.9%
Applied Materials * 125,000 2,453
Intersil Holding, Class A 175,000 3,790
Linear Technology 115,000 4,539
Texas Instruments 130,000 3,143
13,925
Software 2.4%
Adobe Systems 40,000 1,860
Jack Henry & Associates 175,000 3,517
Microsoft 410,000 11,710
17,087
Total Information Technology 81,696
MATERIALS 2.5%
Chemicals 1.4%
Dow Chemical 110,000 4,477
Potash Corp./Saskatchewan 60,000 5,814
10,291
Metals & Mining 1.1%
Nucor 100,000 7,676
7,676
Total Materials 17,967
TELECOMMUNICATION SERVICES 4.5%
Diversified Telecommunication Services 2.9%
Alltel 120,000 6,074
Sprint 300,000 5,280
Verizon Communications 250,000 9,048
20,402
Wireless Telecommunication Services 1.6%
Vodafone ADR 530,000 11,713
11,713
Total Telecommunication Services 32,115
UTILITIES 1.2%
Electric Utilities 0.5%
Pinnacle West Capital 90,000 3,635
3,635
Gas Utilities 0.7%
NiSource 235,000 4,846
4,846
Total Utilities 8,481
Total Common Stocks (Cost $530,449) 695,851
SHORT-TERM INVESTMENTS 2.5%
Money Market Fund 2.5%
T. Rowe Price Reserve Investment Fund, 1.16% # 18,114,443 18,114
Total Short-Term Investments (Cost $18,114) 18,114
Total Investments in Securities
99.8% of Net Assets (Cost $548,563) $713,965
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(1) Denominated in U.S. dollars unless otherwise noted
# Seven-day yield
* Non-income producing
ADR American Depository Receipts
GBP British pound
REIT Real Estate Investment Trust
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Dividend Growth Fund
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Certified Semiannual Report (Unaudited) June 30, 2004
STATEMENT OF ASSETS AND LIABILITIES
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(In thousands except shares and per share amounts)
Assets
Investments in securities, at value (cost $548,563) $ 713,965
Other assets 2,911
Total assets 716,876
Liabilities
Total liabilities 1,726
NET ASSETS $ 715,150
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Net Assets Consist of:
Undistributed net investment income (loss) $ 290
Undistributed net realized gain (loss) (11,560)
Net unrealized gain (loss) 165,402
Paid-in-capital applicable to 33,722,535 shares of
$0.0001 par value capital stock outstanding;
1,000,000,000 shares authorized 561,018
NET ASSETS $ 715,150
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NET ASSET VALUE PER SHARE $ 21.21
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The accompanying notes are an integral part of these financial statements.
T. Rowe Price Dividend Growth Fund
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Certified Semiannual Report (Unaudited)
STATEMENT OF OPERATIONS
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($ 000s)
6 Months
Ended
6/30/04
Investment Income (Loss)
Income
Dividend $ 5,756
Securities lending 6
Total income 5,762
Expenses
Investment management 1,811
Shareholder servicing 844
Custody and accounting 60
Prospectus and shareholder reports 36
Registration 12
Legal and audit 7
Directors 3
Miscellaneous 1
Total expenses 2,774
Net investment income (loss) 2,988
Realized and Unrealized Gain (Loss)
Net realized gain (loss)
Securities 8,673
Foreign currency transactions 1
Net realized gain (loss) 8,674
Change in net unrealized gain (loss) on securities 7,346
Net realized and unrealized gain (loss) 16,020
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS $ 19,008
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The accompanying notes are an integral part of these financial statements.
T. Rowe Price Dividend Growth Fund
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Certified Semiannual Report (Unaudited)
STATEMENT OF CHANGES IN NET ASSETS
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($ 000s)
6 Months Year
Ended Ended
6/30/04 12/31/03
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ 2,988 $ 7,368
Net realized gain (loss) 8,674 (2,244)
Change in net unrealized gain (loss) 7,346 131,897
Increase (decrease) in net assets from operations 19,008 137,021
Distributions to shareholders
Net investment income (2,698) (7,544)
Capital share transactions *
Shares sold 62,370 113,468
Distributions reinvested 2,537 7,013
Shares redeemed (61,126) (86,163)
Increase (decrease) in net assets from capital
share transactions 3,781 34,318
Net Assets
Increase (decrease) during period 20,091 163,795
Beginning of period 695,059 531,264
End of period $ 715,150 $ 695,059
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(Including undistributed net investment
income of $290 at 6/30/04 and
$0 at 12/31/03)
*Share information
Shares sold 2,973 6,222
Distributions reinvested 121 378
Shares redeemed (2,913) (4,759)
Increase (decrease) in shares outstanding 181 1,841
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Dividend Growth Fund
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Certified Semiannual Report (Unaudited) June 30, 2004
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
T. Rowe Price Dividend Growth Fund, Inc. (the fund) is registered under the
Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end
management investment company and commenced operations on December 30, 1992. The
fund seeks to provide increasing dividend income over time, long-term growth of
capital, and a reasonable level of current income through investments primarily
in dividend-paying stocks.
The accompanying financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America, which
require the use of estimates made by fund management.
Valuation
The fund values its investments and computes its net asset value per share at
the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day
that the NYSE is open for business. Equity securities listed or regularly traded
on a securities exchange or in the over-the-counter market are valued at the
last quoted sale price or, for certain markets, the official closing price at
the time the valuations are made, except for OTC Bulletin Board securities,
which are valued at the mean of the latest bid and asked prices. A security that
is listed or traded on more than one exchange is valued at the quotation on the
exchange determined to be the primary market for such security. Listed
securities not traded on a particular day are valued at the mean of the latest
bid and asked prices for domestic securities and the last quoted sale price for
international securities.
Investments in mutual funds are valued at the mutual fund's closing net asset
value per share on the day of valuation.
Other investments and those 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 the T. Rowe Price Valuation Committee,
established by the fund's Board of Directors.
Most foreign markets close before the close of trading on the NYSE. If the fund
determines that developments between the close of a foreign market and the close
of the NYSE will, in its judgment, materially affect the value of some or all of
its portfolio securities, which in turn will affect the fund's share price, the
fund will adjust the previous closing prices to reflect the fair value of the
securities as of the close of the NYSE, as determined in good faith by the
T. Rowe Price Valuation Committee, established by the fund's Board of Directors.
A fund may also fair value securities in other situations, such as when a
particular foreign market is closed but the fund is open. In deciding whether to
make fair value adjustments, the fund reviews a variety of factors, including
developments in foreign markets, the performance of U.S. securities markets, and
the performance of instruments trading in U. S. markets that represent foreign
securities and baskets of foreign securities. The fund uses outside pricing
services to provide it with closing market prices and information used for
adjusting those prices. The fund cannot predict how often it will use closing
prices and how often it will adjust those prices. As a means of evaluating its
fair value process, the fund routinely compares closing market prices, the next
day's opening prices in the same markets, and adjusted prices.
Currency Translation
Assets, including investments, and liabilities denominated in foreign currencies
are translated into U.S. dollar values each day at the prevailing exchange rate,
using the mean of the bid and asked prices of such currencies against U.S.
dollars as quoted by a major bank. Purchases and sales of securities, income,
and expenses are translated into U.S. dollars at the prevailing exchange rate on
the date of the transaction. The effect of changes in foreign currency exchange
rates on realized and unrealized security gains and losses is reflected as a
component of security gains and losses.
Rebates and Credits
Subject to best execution, the fund may direct certain security trades to
brokers who have agreed to rebate a portion of the related brokerage commission
to the fund in cash. Commission rebates are included in realized gain on
securities in the accompanying financial statements and totaled $8,000 for the
six months ended June 30, 2004. Additionally, the fund earns credits on
temporarily uninvested cash balances at the custodian that reduce the fund's
custody charges. Custody expense in the accompanying financial statements is
presented before reduction for credits.
Investment Transactions, Investment Income, and Distributions
Income and expenses are recorded on the accrual basis. Dividends received from
mutual fund investments are reflected as dividend income; capital gain
distributions are reflected as realized gain/loss. Dividend income and capital
gain distributions are recorded on the ex-dividend date. Investment transactions
are accounted for on the trade date. Realized gains and losses are reported on
the identified cost basis. Distributions to shareholders are recorded on the
ex-dividend date. Income distributions are declared and paid on a quarterly
basis. Capital gain distributions, if any, are declared and paid by the fund,
typically on an annual basis.
Other
In the normal course of business, the fund enters into contracts that provide
general indemnifications. The fund's maximum exposure under these arrangements
is dependent on claims that may be made against the fund in the future and,
therefore, cannot be estimated; however, based on experience, the risk of
material loss from such claims is considered remote.
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.
Securities Lending
The fund lends its securities to approved brokers to earn additional income. It
receives as collateral cash and U.S. government securities valued at 102% to
105% of the value of the securities on loan. Cash collateral is invested in a
money market pooled trust managed by the fund's lending agent in accordance with
investment guidelines approved by fund management. Collateral is maintained over
the life of the loan in an amount not less than the value of loaned securities,
as determined at the close of fund business each day; any additional collateral
required due to changes in security values is delivered to the fund the next
business day. Although risk is mitigated by the collateral, the fund could
experience a delay in recovering its securities and a possible loss of income or
value if the borrower fails to return the securities. Securities lending revenue
recognized by the fund consists of earnings on invested collateral and borrowing
fees, net of any rebates to the borrower and compensation to the lending agent.
At June 30, 2004, there were no securities on loan.
Other
Purchases and sales of portfolio securities, other than short-term securities,
aggregated $57,739,000 and $50,707,000, respectively, for the six months ended
June 30, 2004.
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 under Subchapter M of the
Internal Revenue Code and distribute to shareholders all of its taxable
income and gains. Federal income tax regulations differ from generally accepted
accounting principles; therefore, distributions determined in accordance with
tax regulations may differ in amount or character from net investment income and
realized gains for financial reporting purposes. Financial reporting records are
adjusted for permanent book/tax differences to reflect tax character. Financial
records are not adjusted for temporary differences. The amount and character of
tax-basis distributions and composition of net assets are finalized at fiscal
year-end; accordingly, tax-basis balances have not been determined as of June
30, 2004.
The fund intends to retain realized gains to the extent of available capital
loss carryforwards. As of December 31, 2003, the fund had $20,234,000 of unused
capital loss carryforwards, of which $2,126,000 expire in 2008, $12,923,000
expire in 2010, and $5,185,000 expire in 2011.
At June 30, 2004, the cost of investments for federal income tax purposes was
$548,563,000. Net unrealized gain aggregated $165,402,000 at period-end, of
which $182,117,000 related to appreciated investments and $16,715,000 related to
depreciated investments.
NOTE 4 - RELATED PARTY TRANSACTIONS
The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price
Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The
investment management agreement between the fund and the manager provides for an
annual investment management fee, which is computed daily and paid monthly. The
fee consists of an individual fund fee, equal to 0.20% of the fund's average
daily net assets, and the fund's pro-rata share of a group fee. The group fee is
calculated based on the combined net assets of certain mutual funds sponsored by
Price Associates (the group) applied to a graduated fee schedule, with rates
ranging from 0.48% for the first $1 billion of assets to 0.295% for assets in
excess of $120 billion. The fund's portion of the group fee is determined by the
ratio of its average daily net assets to those of the group. At June 30, 2004,
the effective annual group fee rate was 0.31%, and investment management fee
payable totaled $300,000.
In addition, the fund has entered into service agreements with Price Associates
and two wholly owned subsidiaries of Price Associates (collectively, Price).
Price Associates computes the daily share price and maintains the financial
records of the fund. T. Rowe Price Services, Inc., provides shareholder and
administrative services in its capacity as the fund's transfer and dividend
disbursing agent. T. Rowe Price Retirement Plan Services, Inc., provides
subaccounting and recordkeeping services for certain retirement accounts
invested in the fund. Expenses incurred pursuant to these service agreements
totaled $679,000 for the six months ended June 30, 2004, of which $130,000 was
payable at period-end.
The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe
Price Government Reserve Investment Fund (collectively, the Reserve Funds),
open-end management investment companies managed by Price Associates. The
Reserve Funds are offered as cash management options to mutual funds, trusts,
and other accounts managed by Price Associates and/or its affiliates, and are
not available for direct purchase by members of the public. The Reserve Funds
pay no investment management fees. During the six months ended June 30, 2004,
dividend income from the Reserve Funds totaled $110,000.
T. Rowe Price Dividend Growth Fund
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Certified Semiannual Report
INFORMATION ON PROXY VOTING
- --------------------------------------------------------------------------------
A description of the policies and procedures that the T. Rowe Price Dividend
Growth Fund uses to determine how to vote proxies relating to portfolio
securities is available, without charge, upon request by calling 1-800-225-5132.
It also appears in the fund's Statement of Additional Information (Form 485B),
which can be found on the SEC's Web site, www.sec.gov.
Item 2. Code of Ethics.
A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions is filed as an
exhibit to the registrant's annual Form N-CSR. No substantive amendments were
approved or waivers were granted to this code of ethics during the registrant's
most recent fiscal half-year.
Item 3. Audit Committee Financial Expert.
Disclosure required in registrant's annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant's annual Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Schedule of Investments.
Not applicable. The complete schedule of investments is included in Item 1 of
this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Not applicable.
Item 8. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.
Not applicable.
Item 9. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 10. Controls and Procedures.
(a) The registrant's principal executive officer and principal financial officer
have evaluated the registrant's disclosure controls and procedures within 90
days of this filing and have concluded that the registrant's disclosure controls
and procedures were effective, as of that date, in ensuring that information
required to be disclosed by the registrant in this Form N-CSR was recorded,
processed, summarized, and reported timely.
(b) The registrant's principal executive officer and principal financial officer
are aware of no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
Item 11. Exhibits.
(a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is filed
with the registrant's annual Form N-CSR.
(2) Separate certifications by the registrant's principal executive officer
and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of
1940, are attached.
(3) Written solicitation to repurchase securities issued by closed-end
companies: not applicable.
(b) A certification by the registrant's principal executive officer and
principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940,
is attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
T. Rowe Price Dividend Growth Fund, Inc.
By: /s/ James S. Riepe
James S. Riepe
Principal Executive Officer
Date: August 16, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ James S. Riepe
James S. Riepe
Principal Executive Officer
Date: August 16, 2004
By: /s/ Joseph A. Carrier
Joseph A. Carrier
Principal Financial Officer
Date: August 16, 2004