Item 1. Report to Shareholders T. Rowe Price Equity Income Portfolio - -------------------------------------------------------------------------------- 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. Financial Highlights T. Rowe Price Equity Income Portfolio Certified Semiannual Report (Unaudited) For a share outstanding throughout each period ---------------------------------------------------------------- Equity Income Class 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 $ 20.19 $ 16.36 $ 19.17 $ 19.55 $ 18.73 $ 19.25 Investment activities Net investment income (loss) 0.14 0.30 0.29 0.28 0.37 0.38 Net realized and unrealized gain (loss) 0.76 3.83 (2.79) (0.02) 1.95 0.33 Total from investment activities 0.90 4.13 (2.50) 0.26 2.32 0.71 Distributions Net investment income (0.13) (0.30) (0.29) (0.28) (0.37) (0.38) Net realized gain (0.10) -- (0.02) (0.36) (1.13) (0.85) Total distributions (0.23) (0.30) (0.31) (0.64) (1.50) (1.23) NET ASSET VALUE End of period $ 20.86 $ 20.19 $ 16.36 $ 19.17 $ 19.55 $ 18.73 ---------------------------------------------------------------- Ratios/ Supplemental Data Total return^ 4.49% 25.50% (13.12)% 1.46% 13.05% 3.72% Ratio of total expenses to average net assets 0.85%! 0.85% 0.85% 0.85% 0.85% 0.85% Ratio of net investment income (loss) to average net assets 1.37%! 1.73% 1.66% 1.50% 1.98% 1.90% Portfolio turnover rate 17.3%! 12.7% 17.1% 17.2% 38.7% 32.6% Net assets, end of period (in thousands) $1,123,461 $1,051,180 $753,065 $775,573 $645,106 $595,433 ^ 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. Financial Highlights T. Rowe Price Equity Income Portfolio Certified Semiannual Report (Unaudited) For a share outstanding throughout each period ---------------------------------------------- Equity Income-II Class 6 Months Year 4/30/02 Ended Ended Through 6/30/04 12/31/03 12/31/02 NET ASSET VALUE Beginning of period $ 20.17 $ 16.35 $ 19.43 Investment activities Net investment income 0.11 0.24 0.21 Net realized and unrealized gain (loss) 0.76 3.84 (3.08) Total from investment activities 0.87 4.08 (2.87) Distributions Net investment income (0.11) (0.26) (0.21) Net realized gain (0.10) -- -- Total distributions (0.21) (0.26) (0.21) NET ASSET VALUE End of period $ 20.83 $ 20.17 $ 16.35 ------------------------------------------- Ratios/Supplemental Data Total return!^ 4.34% 25.17% (14.79)% Ratio of total expenses to average net assets 1.10%! 1.10% 1.10%! Ratio of net investment income (loss) to average net assets 1.13%! 1.54% 2.15%! Portfolio turnover rate 17.3%! 12.7% 17.1%! Net assets, end of period (in thousands) $ 104,706 $ 56,676 $ 672 ^ 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. Portfolio of Investments (1) T. Rowe Price Equity Income Portfolio Certified Semiannual Report June 30, 2004 (Unaudited) Shares/$ Par Value - -------------------------------------------------------------------------------- (Cost and value in $ 000s) COMMON STOCKS 94.6% CONSUMER DISCRETIONARY 17.2% Automobiles 0.4% Ford Motor 294,800 $ 4,614 4,614 Distributors 0.9% Genuine Parts 282,350 11,204 11,204 Hotels, Restaurants & Leisure 2.5% Hilton 444,100 8,287 McDonald's 437,200 11,367 Starwood Hotels & Resorts Worldwide 237,905 10,670 30,324 Household Durables 2.0% Fortune Brands 144,000 10,862 Newell Rubbermaid 559,900 13,157 24,019 Leisure Equipment & Products 2.0% Eastman Kodak 418,400 11,288 Hasbro 178,100 3,384 Mattel 578,500 10,558 25,230 Media 7.6% Comcast, Class A * 471,863 13,226 Disney 553,600 14,111 Dow Jones 264,400 11,925 Knight-Ridder 131,900 9,497 New York Times, Class A 337,500 15,090 Time Warner * 867,200 15,245 Viacom, Class B 417,500 14,913 94,007 Multiline Retail 0.5% May Department Stores 220,100 6,050 6,050 Specialty Retail 1.3% Home Depot 316,200 11,130 Toys "R" Us * 316,600 5,044 16,174 Total Consumer Discretionary 211,622 CONSUMER STAPLES 5.9% Food & Staples Retailing 0.0% Winn-Dixie 19,500 140 140 Food Products 2.6% Campbell Soup 394,500 10,604 ConAgra 158,500 4,292 General Mills 201,300 9,568 Unilever GDS (EUR) 113,300 7,743 32,207 Household Products 2.1% Clorox 123,400 6,636 Colgate-Palmolive 121,900 7,125 Kimberly-Clark 180,100 11,865 25,626 Tobacco 1.2% Altria Group 142,300 7,122 UST 204,600 7,366 14,488 Total Consumer Staples 72,461 ENERGY 10.4% Energy Equipment & Services 0.9% Baker Hughes 91,400 3,441 Schlumberger 112,500 7,145 10,586 Oil & Gas 9.5% Amerada Hess 258,100 20,439 Anadarko Petroleum 158,200 9,271 BP ADR 237,796 12,739 ChevronTexaco 237,076 22,311 El Paso Energy 369,400 2,911 Exxon Mobil 542,622 24,098 Marathon Oil 79,500 3,008 Royal Dutch Petroleum ADS 334,900 17,304 Unocal 118,500 4,503 116,584 Total Energy 127,170 FINANCIALS 18.1% Capital Markets 2.9% Charles Schwab 394,200 3,788 Federated Investors, Class B 78,700 2,388 Janus Capital Group 121,700 2,007 Mellon Financial 316,700 9,289 Morgan Stanley 235,700 12,438 Northern Trust 125,000 5,285 35,195 Commercial Banks 5.8% Bank of America 248,320 21,013 Bank of Ireland (EUR) 122,700 1,638 Bank One 337,327 17,204 Mercantile Bankshares 137,850 6,454 National City 172,300 6,032 SunTrust 158,200 10,281 Wells Fargo 101,860 5,830 Wilmington Trust 76,200 2,836 71,288 Consumer Finance 1.0% American Express 236,600 12,156 12,156 Diversified Financial Services 1.5% Citigroup 183,364 8,526 J.P. Morgan Chase 262,570 10,180 18,706 Insurance 5.7% Chubb 124,400 8,482 Lincoln National 211,247 9,981 Marsh & McLennan 378,700 17,185 SAFECO 278,900 12,272 Saint Paul Companies 323,046 13,096 UnumProvident 577,600 9,184 70,200 Real Estate 0.5% Simon Property Group, REIT 121,636 6,255 6,255 Thrifts & Mortgage Finance 0.7% Fannie Mae 127,200 9,077 9,077 Total Financials 222,877 HEALTH CARE 9.5% Biotechnology 0.6% MedImmune * 314,000 7,348 7,348 Health Care Equipment & Supplies 1.0% Baxter International 363,000 12,527 12,527 Health Care Providers & Services 0.9% CIGNA 165,000 11,354 11,354 Pharmaceuticals 7.0% Abbott Laboratories 181,800 7,410 Bristol-Myers Squibb 717,700 17,583 Johnson & Johnson 296,500 16,515 Merck 434,500 20,639 Schering-Plough 496,800 9,181 Wyeth 394,300 14,258 85,586 Total Health Care 116,815 INDUSTRIALS & BUSINESS SERVICES 13.8% Aerospace & Defense 4.7% Honeywell International 579,700 21,234 Lockheed Martin 238,900 12,442 Raytheon 347,600 12,434 Rockwell Collins 335,900 11,192 57,302 Commercial Services & Supplies 1.3% Dun & Bradstreet * 97,400 5,251 Waste Management 362,072 11,097 16,348 Electrical Equipment 2.5% Cooper Industries, Class A 242,667 14,417 Emerson Electric 94,800 6,024 Hubbell, Class B 38,400 1,794 Rockwell Automation 215,100 8,068 30,303 Industrial Conglomerates 2.1% GE 795,300 25,768 25,768 Machinery 0.8% Pall 358,600 9,392 9,392 Road & Rail 2.0% Norfolk Southern 332,000 8,805 Union Pacific 278,100 16,533 25,338 Trading Companies & Distributors 0.4% W. W. Grainger 79,900 4,594 4,594 Total Industrials & Business Services 169,045 INFORMATION TECHNOLOGY 4.2% Communications Equipment 1.7% Lucent Technologies * 863,800 3,265 Motorola 655,600 11,965 Nokia ADR 372,400 5,415 20,645 Computer & Peripherals 1.0% Hewlett-Packard 554,836 11,707 11,707 Semiconductor & Semiconductor Equipment 0.4% Agere Systems, Class A * 112,247 258 Texas Instruments 202,500 4,897 5,155 Software 1.1% Microsoft 472,700 13,500 13,500 Total Information Technology 51,007 MATERIALS 6.2% Chemicals 3.1% Dow Chemical 275,400 11,209 DuPont 238,200 10,581 Great Lakes Chemical 211,100 5,712 Hercules * 358,000 4,364 International Flavors & Fragrances 180,000 6,732 38,598 Construction Materials 0.1% Vulcan Materials 39,700 1,888 1,888 Metals & Mining 1.2% Alcoa 155,800 5,146 Nucor 122,900 9,434 14,580 Paper & Forest Products 1.8% International Paper 314,353 14,052 MeadWestvaco 256,700 7,544 21,596 Total Materials 76,662 TELECOMMUNICATION SERVICES 5.3% Diversified Telecommunication Services 5.3% Alltel 219,900 11,131 AT&T 311,640 4,559 Qwest Communications International * 2,546,800 9,143 SBC Communications 457,568 11,096 Sprint 677,700 11,928 Verizon Communications 478,342 17,311 Total Telecommunication Services 65,168 UTILITIES 4.0% Electric Utilities 1.6% FirstEnergy 199,420 7,460 Teco Energy 97,100 1,164 TXU 258,100 10,456 19,080 Gas Utilities 0.7% NiSource 443,500 9,145 9,145 Multi-Utilities & Unregulated Power 1.7% Constellation Energy Group 236,500 8,963 Duke Energy 578,000 11,728 20,691 Total Utilities 48,916 Total Common Stocks (Cost $1,020,577) 1,161,743 CONVERTIBLE PREFERRED STOCKS 0.4% Ford Motor Company Capital Trust II 43,000 2,355 UnumProvident *!!@ 114,700 2,845 Total Convertible Preferred Stocks (Cost $5,017) 5,200 CONVERTIBLE BONDS 0.4% Lucent Technologies 8.00%, 8/1/31 5,035,000 5,674 Total Convertible Bonds (Cost $5,454) 5,674 SHORT-TERM INVESTMENTS 4.5% Money Market Fund 4.5% T. Rowe Price Reserve Investment Fund, 1.16% # 54,933,912 54,934 Total Short-Term Investments (Cost $54,934) 54,934 Total Investments in Securities 99.9% of Net Assets (Cost $1,085,982) $ 1,227,551 ------------------ (1) Denominated in U.S dollars unless otherwise noted # Seven-day yield * Non-income producing !! Security contains restrictions as to public resale pursuant to the Securities Act of 1933 and related rules--total value of such securities at period end amounts to $2,845 and represents 0.2% of net assets. @ Valued by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. ADR American Depository Receipts ADS American Depository Shares EUR Euro GDS Global Depository Shares REIT Real Estate Investment Trust The accompanying notes are an integral part of these financial statements. Statement of Assets and Liabilities T. Rowe Price Equity Income Portfolio Certified Semiannual Report June 30, 2004 (Unaudited) (In thousands except shares and per share amounts) Assets Investments in securities, at value (Cost $1,085,982) $ 1,227,551 Other assets 5,184 Total assets 1,232,735 Liabilities Total liabilities 4,568 NET ASSETS $ 1,228,167 ------------------- Net Assets Consist of: Undistributed net investment income (loss) $ 395 Undistributed net realized gain (loss) 10,990 Net unrealized gain (loss) 141,569 Paid-in-capital applicable to 58,885,826 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares of the Corporation authorized 1,075,213 NET ASSETS $ 1,228,167 ------------------- NET ASSET VALUE PER SHARE Equity Income Class ($1,123,461,189/53,859,079 shares outstanding) $ 20.86 ------------------- Equity Income-II Class ($104,705,521/5,026,747 shares outstanding) $ 20.83 ------------------- The accompanying notes are an integral part of these financial statements. Statement of Operations T. Rowe Price Equity Income Portfolio Certified Semiannual Report (Unaudited) ($ 000s) 6 Months Ended 6/30/04 Investment Income (Loss) Income Dividend $ 12,524 Interest 325 Securities lending 14 Total income 12,863 Expenses Investment management and administrative expense 4,924 Rule 12B-1 fees - Equity Income-II Class 98 Total Expenses 5,022 Net investment income (loss) 7,841 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 11,155 Foreign currency transactions (17) Net realized gain (loss) 11,138 Change in net unrealized gain (loss) on securities 31,516 Net realized and unrealized gain (loss) 42,654 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 50,495 ------------------- The accompanying notes are an integral part of these financial statements. Statement of Changes in Net Assets T. Rowe Price Equity Income Portfolio Certified Semiannual Report (Unaudited) ($ 000s) 6 Months Year Ended Ended 6/30/04 12/31/03 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 7,841 $ 15,055 Net realized gain (loss) 11,138 15,755 Change in net unrealized gain (loss) 31,516 181,366 Increase (decrease) in net assets from operations 50,495 212,176 Distributions to shareholders Net investment income Equity Income Class (6,958) (14,793) Equity Income-II Class (488) (428) Net realized gain Equity Income Class (5,344) -- Equity Income-II Class (381) -- Decrease in net assets from distributions (13,171) (15,221) Capital share transactions * Shares sold Equity Income Class 101,065 187,127 Equity Income-II Class 52,833 52,936 Distributions reinvested Equity Income Class 12,302 14,793 Equity Income-II Class 869 428 Shares redeemed Equity Income Class (75,916) (93,846) Equity Income-II Class (8,166) (4,274) Increase (decrease) in net assets from capital share transactions 82,987 157,164 Net Assets Increase (decrease) during period 120,311 354,119 Beginning of period 1,107,856 753,737 End of period $ 1,228,167 $ 1,107,856 ------------------------------------ (Including undistributed net investment income of $395 at 6/30/04 and $0 at 12/31/03) Statement of Changes in Net Assets T. Rowe Price Equity Income Portfolio Certified Semiannual Report (Unaudited) ($ 000s) 6 Months Year Ended Ended 6/30/04 12/31/03 *Share information Shares sold Equity Income Class 4,912 10,703 Equity Income-II Class 2,572 2,989 Distributions reinvested Equity Income Class 603 827 Equity Income-II Class 43 23 Shares redeemed Equity Income Class (3,709) (5,505) Equity Income-II Class (398) (243) Increase (decrease) in shares outstanding 4,023 8,794 The accompanying notes are an integral part of these financial statements. Notes to Financial Statements T. Rowe Price Equity Income Portfolio Certified Semiannual Report June 30, 2004 (Unaudited) Note 1 - Significant Accounting Policies T. Rowe Price Equity Series, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act). The Equity Income Portfolio (the fund) is a diversified, open-end management investment company and is one portfolio established by the corporation. The fund seeks to provide substantial dividend income as well as long-term growth of capital through investments in the common stocks of established companies. Shares of the fund are currently offered only through certain insurance companies as an investment medium for both variable annuity contracts and variable life insurance policies. The fund has two classes of shares: the Equity Income Portfolio original share class (Equity Income Class), offered since March 31, 1994, and Equity Income Portfolio-II (Equity Income-II class), offered since April 30, 2002. Equity Income-II shares are sold through financial intermediaries, which it compensates for distribution, shareholder servicing, and/or certain administrative services under a Board-approved Rule 12b-1 plan. Each class has exclusive voting rights on matters related solely to that class, separate voting rights on matters that relate to both classes, and, in all other respects, the same rights and obligations as the other class. 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 sales price for international securities. Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities of less than one year are valued at amortized cost in local currency, which approximates fair value when combined with accrued interest. 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. Class Accounting Equity Income-II pays distribution, shareholder servicing, and/or certain administrative expenses in the form of Rule 12b-1 fees, in an amount not exceeding 0.25% of the class's average daily net assets. Management and administrative fee expenses, investment income, and realized and unrealized gains and losses are allocated to the classes based upon the relative daily net assets of each class. Rebates 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. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes. 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 by each class 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 account 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 $165,665,000 and $96,406,000, 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. At June 30, 2004, the cost of investments for federal income tax purposes was $1,085,982,000. Net unrealized gain aggregated $141,569,000 at period-end, of which $201,014,000 related to appreciated investments and $59,445,000 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 and administrative agreement between the fund and the manager provides for an all-inclusive annual fee equal to 0.85% of the fund's average daily net assets. The fee is computed daily and paid monthly. The agreement provides that investment management, shareholder servicing, transfer agency, accounting, and custody services are provided to the fund, and interest, taxes, brokerage commissions, directors' fees and expenses, and extraordinary expenses are paid directly by the fund. At June 30, 2004, $891,000 was payable under the agreement. 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 $284,000. T. Rowe Price Equity Income Portfolio Certified Semiannual Report Information on Proxy Voting - -------------------------------------------------------------------------------- A description of the policies and procedures that the T. Rowe Price Equity Income Portfolio 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 Equity Series, 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