TEXAS CAPITAL VALUE FUNDS INC
N-30D, 1997-12-01
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Fund Facts

 
Your Charity Input.  Every year the Advisor to the Fund 
donates up to 10% of the management fee profits to various 
charities.  If you have more than $15,000 in the Fund, 
please send us a letter (Texas Capital Value Funds, Inc., 
1600 W. 38th Street, Suite 412, Austin, TX 78731) with the 
following information prior to December 25:

	Charity Name		 Your Name		Charity Address	 Your Address
	Charity Phone #			 Your Account #   Your Account Balance

Remember, the group must be a valid charity under the IRS 
rules, Section 501 ( c )(3).

4 For 1996, shareholders designated the following charities:
 
For the Love of Christi
Boy Scouts of America
Alzheimer's Association of Austin
Texas Baptist Children's Home
Children's Hospital of Austin 
   at Brackenridge


St. Vincent De Paul Society
Austin Community Foundation
Westbank Library
Valley View Elementary
Austin Smiles

 4 How to Pay No Sales Charges?  Transfer assets from 
another mutual fund.  Transfers are always at NAV, meaning 
you never pay a sales charge for a transfer from another 
mutual fund.
 
4 Who is one of the largest individual shareholders?  Your 
manager, Mark Coffelt.
 
4 Need a prospectus and other information for a friend?   
Call 1-888-839-7424.
 
4 Have questions about your account?  Call the Transfer 
Agent at 1-800-628-4077.
 
4 Have a question for your portfolio manager?  
 Call (512) 458-8165, or (800) 880-0324.  Ask for Mark or 
Eric.

4 Daily NAV.  Call (512) 302-6099.

                                         1
<PAGE>
 

Fellow Shareholders,

The Net Asset Value of the Value & Growth Portfolio for the 
period ending September 30th, 1997 was $17.66, resulting in 
the following performance:

<TABLE>
Period	         The Fund 	Russell 2000	S&P 500
<S>			          <C>       <C>          <C>
Last Quarter	   20.5%	    14.5%	       7.5%
Last 6 Months	  43.3%	    32.5%	       26.2%
Year-to-date	   46.4%    	25.2%       	29.6%
Last 12 Months	 64.9%	    31.0%	       40.4%
			
Since Inception
(annualized)   	37.7%	    23.7%	       27.7%

</TABLE>

For the 12 months ended October 2nd, Lipper Analytical ranks 
your fund as the 4th best performing Growth Fund out of a 
total of 775 funds, and the 16th highest performing fund out 
of all funds monitored by Lipper.  We're pleased with our 
progress so far.  We hope you are too.  As always, please 
keep in mind that past performance may not be indicative of 
future results.

Commentary  
The following is an interview between Mark Coffelt and Jerry 
Breitner, host of The Mutual Fund Report of WGBB, a New York 
radio station.  We thought Jerry asked particularly good 
questions and we think you will find the interview 
illuminating.
1.  Why don't we start by your explaining the investment 
philosophy of the Texas Capital Value and Growth Fund?

Well, we're looking for growth stocks at value prices, with 
the emphasis on value.  In essence, we are trying to get the 
best of both the growth and value worlds.

In the growth world, investors typically look for quality 
companies that are growing rapidly.  The mistake growth 
investors make is that they pay too much for growing 
earnings.  

At the other end of the spectrum are the value investors.  
Value investors focus on price.  They want to buy a cheap 
company, and by cheap, I mean companies that are selling for 
low prices to earnings, low prices to cashflow, and low 
prices to bookvalue.  The mistake typically made by the 
Value Investor is that some companies deserve to be cheap, 
because they are in poor businesses or are not very well 
managed.  

What we try to do at the Texas Capital Value & Growth Fund 
is take the best of both growth and value, and minimize the 
mistakes of each.  We want quality, growing, companies 
selling at value prices.  That's not GARP, or Growth At a 
Reasonable Price, but growth companies at value prices.

Our bias to value is for one very simple reason--Every piece 
of academic research we can find gives the nod to value 
investing.  Over time, value investing has produced superior 
results.  Since value investing is difficult to do, my guess 
is that it will continue to produce superior results.  

2.  You use a highly structured, quantitative approach to 
stock selection within your fund.  Can you discuss this 
process now as well as the advantages to this strategy?

There are lots of ways to invest.  In the decision making 
process, most investors and most funds use a combination of 
brokerage ideas, intuition, quantitative screens, company 
visits, expensive research, and so forth. 

                               2
<PAGE>


How well has all this research served them?  If you look at 
the statistics, not well at all.  Vanguard's S&P 500 Index 
fund has beaten most managers over the last decade, managers 
with the best research money can buy.

So we believe that to be successful, you have to be removed 
from the Wall Street herd.  You have to have a well thought 
out strategy, and most importantly, that strategy has to be 
executed with rigorous discipline, which is exactly what the
quantitative strategy provides.

There's a professor at the University of Minnesota, by the 
name of Paul Meehl.  Professor Meehl has spent a lifetime 
showing that in any complex decision, be it reading 
radiology charts, making a diagnosis of mental disorders, or 
the college admissions process, if the decision maker will 
predetermine what's important and then follow his own 
criteria rigorously, about 98% of the time the outcome will 
be better than just using judgment.

Now, why is it necessary to predetermine what's important, 
and then follow it rigorously?

What Meehl's research shows is that decision makers are good 
at determining what is important, but not so good at 
following through.  You see that in investing.  If you ask 
most fund managers what it takes to beat the market, I 
believe they would tell you to invest in stocks with low 
prices to earnings (P/E's) and other value characteristics.  
There's no mystery about this.  But how do they invest?  
They have portfolios full of glamour stocks, or "feel-good" 
stocks.

The Glamour stocks are the ones every one wants to own-and 
you guessed it, where demand is high, so too are prices.

What our quantitative strategy does is allow us to tune in 
to those companies having robust value characteristics, 
without getting pulled off course by all the noise of Wall 
Street.

                                  3
<PAGE>

3.  Everyone knows about past performance not being an 
indicator of future results.  You have a somewhat different 
take on this.  Please explain.

Well, first of all, the reason the phrase "past performance 
may not be indicative of future results," is used is that 
frequently it's true.  Past performance may not be 
indicative of future performance for us.  But let's step 
back for a moment and ask why past performance frequently 
doesn't repeat.

I think there are three reasons:

1.  Reason one is that the manager who created the 
performance is no longer there.  I'm always amused when I 
read about some fund with a long, hot track record and a 
manager who has only been there 6 months.  So the first 
question an investor should ask is "Is the manager who 
created the record still there?"
2.  Reason two is that the manager had no valid strategy, he 
was just lucky.  In essence, he managed to flip ten heads in 
a row, and was crowned a master coin flipper.  So, the 
second question an investor should ask is, "Is the strategy 
sound; is it based upon valid research such as low P/E's and 
other value characteristics?"  The unfortunate experience of 
a number of investors in high growth funds, which blew up in 
the last year, would be an example of an invalid strategy 
that was lucky for a short period.
3.  Reason three is that even good managers with valid 
strategies drift off course.  This is sometimes called style 
drift.  So the third question an investor should ask is "Is 
the manager doing what he said he was going to do?"--because 
as a manager I can tell you that with all the variables in 
investing, it's easy to drift off course and not even know 
it.  That's why the approach we take is so rigorously 
disciplined.  We don't want to drift off course.

   Will our performance continue to be outstanding?  Time 
will tell, but our focus on value strategies which we have 
extensively tested in the last few years, as have other 
researchers over the last fifty years, 

                             4
<PAGE>

combined with a rigorous implementation of those strategies, I think, gives 
us a pretty good shot at continuing to perform well.

4.  You focus on Small Cap-Value Stocks with low P/E 
ratio's, low P/CF and low P/BV.  Is it difficult finding 
stocks that meet your criteria and can this strategy help 
reduce risk?

No, we are finding plenty of stocks that meet our criteria, 
but that's primarily because we are looking in the small cap 
area.  Personally, I would not want any of my money invested 
today in the S&P Index, for the simple reason that the S&P 
500 is at least fully priced, if not over priced.  
Additionally, I think large companies are going to have 
difficulty producing earnings gains.  Many of the larger 
companies have produced such gains through cost cutting.  I 
am doubtful that monetary gains through cost cutting going 
forward will continue to add to large company earnings.  
There is a limit to how much earnings gains can be the 
result of cost cutting.  Finally, big companies like Coke 
and IBM and so forth have huge foreign operations.  When the 
dollar goes up, those operations produce less dollar 
earnings.  So, it's becoming harder for big companies to 
produce positive earnings gains.

Smaller companies, on the other hand, don't have exposure to 
foreign sales, and haven't produced earnings gains through 
cost cutting.  Smaller companies have real sales growth.

But I think most significantly, small companies are much 
cheaper.  So, your question, "Will smaller companies help 
reduce risk?" I would answer with "It sure looks that way to 
us."  And small companies may well have the greatest return 
potential going forward.

5.  The expenses of your fund are high relative to your 
peers.  Can you comment on this.

Our expenses are higher, but that is really a function of 
our size.  As the assets of the fund grow, our expenses will 
decline.  We have actually targeted our expense levels to be 
average across various fund 

                                  5
<PAGE>

sizes.  So, relative to other 
smaller funds, we are quite comparable.  However, there is a 
flip side.  As a small fund we are able to buy into a lot of 
small companies that large funds can only dream about.  The 
evidence, so far, I believe is that our higher expenses have 
been more than offset by our flexibility.

6.  How can your fund be used as a tool to help 
diversification?

My guess is that for most investors, the most under-
represented area in their portfolios are small value funds, 
simply because that area of the market has done so poorly in 
the last few years.  Ironically though, small-cap value 
stocks, over the long run, have been where the highest 
returns have been.  We don't buy what other funds buy and, 
as such, would probably be a good diversification choice for 
a part of most investors' portfolios.  As for myself, this 
is the only place my money goes.

7.  Finally, small cap stocks, after badly lagging Large 
Caps over the previous 2 years have recently been doing 
much better.   --Looking into your crystal ball, how do you 
see this playing out in the future?

I don't know how small caps will do in the next few years, 
but given the number of low valuations we are finding 
relative to large stocks, I think small value has a long way 
to go.  So, you could say, I'm really bullish on small 
stocks going forward and more specifically, on our strategy.  

Respectfully submitted,
Mark A. Coffelt, CFA


                                   6
<PAGE>




<TABLE>

								   S T O C K   
P R I C E S   R E L A T I V E  TO
<CAPTION>                                                      
                                 Earnings         Cash flow        Book value
                                 <C>              <C>              <C>
Value & Growth Portfolio	        18.1x	           10.2x	           2.5x
Avg Small Value Fund	            21.6x	           13.8x	           3.0x
Avg Small Growth Fund	           34.0x	           25.4x           	5.9x
S&P 500 Index	                   25.8x	           16.6x	           5.9x
</TABLE>

All Ratios from Morningstar Mutual Funds October, 1997.



This chart compares a hypothetical investment of $10,000 
between the Value & Growth Portfolio and two indices 
considered representative of the market.  The maximum 4.5% 
sales charge is applied to the Fund as are management fees 
and transaction costs.  Neither index has any costs 
associated with it, nor is it possible to invest in the 
indices as shown.  The S&P 500 Index represents primarily 
large capitalization companies, while the Russell 2000 
represents primarily smaller companies.  The Advisor 
believes the Fund profile is currently closer to the Russell 
2000 than the S&P 500.  The performance shown represents 
past performance and is not a guarantee of future results.  
The Fund's share price and investment return will vary with 
market conditions, and the principal value of shares, when 
redeemed, may be more or less than original cost.


                               7
<PAGE>

<TABLE>

<CAPTION> 				

Short-Term    0.4%  Principal   Issues                 Market       As % of 
Investments     Amount/Shares                          Value        Net Assets
<S>          <C>      <C>       <C>                    <C>           <C>	
                     $128,607	  Bank of Boston
                                Repurchase Agreement 	
                                                      $128,607		     0.4
		           (5.00% due 2/15/99 & 5.50% due 12/31/00 
              Collateralized by U.S. Treasury Notes)			
					
Common Stocks 99.5%					
					
Agriculture	           18,800	  Universal Corp.	       681,500	      2.5
					
Automobile Parts	       2,200	  Borg-Warner 	          125,125	      0.5
	                      55,000	  Standard Products	     1,447,187		   5.2
	                      13,500	  Superior Industries	   373,781       1.3
			                                                    1,946,093		   7.0
					
Building Materials	    39,900	  LaFarge Corp.          1,286,775		   4.6
	                      29,900	  Medusa Corp.	          1,423,988		   5.1
			                                                    2,710,763	   	9.7
					
Computer Products	     12,900	  Sequent Computer*	     320,081       1.2
                      	19,000	  Storage Technology*	   914,375	      3.3
	                       3,800	  Stratus Computer*	     183,825	     	0.7
	                      27,300	  Western Digital*	      1,095,413		   3.9
		                                                    	2,513,694   		9.1
					
Diversified	           50,100	  Katy Industries       	901,800	      3.2
	                       3,300	  Raychem Corp.	         278,850     		1.0
			                                                    1,180,650		   4.2

                                  8
<PAGE>

					
Electronics	           16,800  	Dynatech Corp.*	       688,800	      2.5
					
Financial Services    	23,000	  Countrywide Credit     838,063	     	3.0
	                       8,500  	Green Tree	            399,500     		1.4
			                                                    1,237,563	   	4.4
					
Furniture             	33,500  	La-Z-Boy              	1,239,500	   	4.5
					
Homebuilding         	116,500	  Standard Pacific Corp. 1,223,250	   	4.4
					
Insurance             	26,500  	Nac Re Corp.          	1,358,125	    4.9
					
Machinery             	39,000  	Gleason Corp.	         1,072,500     3.9
					
Maritime              	53,100  	Sea Containers        	1,506,712	    5.4
					
Metal Fabricating	     51,400  	Oregon Metallurg.*     1,288,212   		4.7
					
Oilfield Services	      2,500	  Tidewater Inc.        	148,125	      0.5
					
Precision Instrument	   2,000	  Coherent Inc.*	        110,750	      0.4
					
Recreation             13,700	  Callaway Golf	         477,788	      1.7
					
Restaurant            	15,300  	Bob Evans Farms	       290,700	      1.0
	                      68,600  	Brinker International*	1,217,650	    4.4
	                      21,800	  Outback Steakhouse*	   602,225       2.2
	                                                   		 2,110,575		   7.6
                             9
<PAGE>


Retail 	                9,900	  Dress Barn*	           237,600		     0.9
                      	34,500	  Ross Stores	           1,177,312		   4.2
			                                                    1,414,912		   5.1
					
Security Brokerage	    32,200	  Advest Group           847,263	     	3.0
	                      28,000	  Lehman Bros.	          1,492,750	   	5.4
		                                                    	2,340,013	   	8.4
					
Thrift	                58,200	  Dime Savings NY	       1,218,563	    4.4
					
Trucking              	48,700	  Werner Enterprises	    1,180,975	    4.2
					
		                               Total Common Stocks	  27,649,063	  	99.5
		                                              (Cost $25,210,946)		
					
		                          Total Investment Portfolio	27,777,670	   99.9
					
		Other Assets 			
		    Less Liabilities                                	21,590	      	0.1
		Net Assets - 100%	                                  $27,799,260		100.0
					
<FN>		    			
*Non-Income Producing Security					

<CAPTION>
At September 30, 1997, the net unrealized appreciation based 
on the cost of investments for income tax purposes of $25,210,946 
was as follows:

<S>                                                         <C>
Gross unrealized appreciation                             	$2,493,009
Gross unrealized depreciation                              (54,892)
Net unrealized appreciation                                $2,438,117

                              10
<PAGE>
  
<CAPTION>
ASSETS		
     <S>                                                    <C>
     Investments at Market Value, 
     (Identified Cost $25,210,946) (Note 1-A) 	            $27,649,063
     Cash & Equivalents		                                   128,607
     Dividends  and Interest Receivable		                   9,862
     Receivable for Securities Sold		                       45,386
     Receivable for Shares Sold		                           627,450
           Total Assets		                                   28,460,368
<CAPTION>		
LIABILITIES
     <S> 		                                                 <C>
     Administration Fee (Note 2)		                          11,086
     Management Fee (Note 2)		                              18,624
     12B-1 Fees		                                           7,287
     Payable for Securities Purchased		                     623,783
     Other Liabilities		                                    328
           Total Liabilities		                              661,108
<CAPTION>
<S>                                                         <C>
NET ASSETS		                                                $27,799,260
    (Applicable to 1,574,023 shares outstanding,
     $.001 par value, 25 million shares authorized)		
NET ASSET VALUE AND REPURCHASE PRICE PER SHARE		            $17.66
		
MAXIMUM OFFERING PRICE PER SHARE		                          $18.49
   (100/95.5 of net asset value)		

<CAPTION>		
NET ASSETS 		
At September 30, 1997, net assets consisted of:
     <S>                                                    <C>		
     Paid-in Capital		                                      $24,491,946
     Accumulated Net Realized Gain on Investments	          869,197
     Net Unrealized Appreciation on Investments	            2,438,117
     		                                                     $27,799,260

                                   11
<PAGE>

<CAPTION> 
<S>       <C>                                               <C>
INVESTMENT INCOME
          Dividends		                                       $49,290
          Interest	                                        	9,367
		
          TOTAL INVESTMENT INCOME		                         58,657
		
EXPENSES		
          Administrative Fee (Note 2)		                     35,970
          Management Fee (Note 2)	                         	59,431
          12B-1 Fees (Note 2)		                             14,858
 		
          TOTAL EXPENSES		                                  110,259
		
NET INVESTMENT LOSS		                                       (51,602)
 		
REALIZED AND UNREALIZED GAIN ON INVESTMENTS		
         Net Realized Gain from Security Transactions 	     959,264
         Increase in Unrealized Appreciation of Investments 2,318,009
		
         NET GAIN ON INVESTMENTS		                          3,277,273
   		
NET INCREASE IN NET ASSETS FROM OPERATIONS                	 $3,225,671


                                  12
<PAGE>
<CAPTION>
<S>                                     <C>                    <C>
                                        Year ended	            Nov. 6, 1995* 
INCREASE (DECREASE) IN NET ASSETS FROM:	Sept. 30, 1997		to     Sept. 30, 1996
OPERATIONS				
     Net Investment Loss	               $(51,602)	             $(3,890)
     Net Realized Gain on Investments 		959,264	               28,969
     Increase in Unrealized 
     Appreciation on Investments	       2,318,009		            120,108
INCREASE IN NET ASSETS FROM OPERATIONS	 3,225,671	             145,187
				
DISTRIBUTIONS TO SHAREHOLDERS				
     Net Realized Gains		               (63,343)		             (202)
				
CAPITAL SHARE TRANSACTONS: (a) 				
     Shares Sold		                      23,834,857		           1,143,762
     Shares Redeemed		                  (510,028)		            (136,568)
     Distributions Reinvested		         59,722		               202
INCREASE FROM CAPITAL SHARE TRANSACTIONS23,384,551	            1,007,396
				
TOTAL INCREASE IN NET ASSETS		          26,546,879	            1,152,381
				
NET ASSETS				
     Beginning of Period		              1,252,381		            100,000
     End of Period	                     $27,799,260	           $1,252,381
				
(a) CAPITAL SHARE TRANSACTIONS 				
     Shares Sold		                      1,487,704		            115,274
     Shares Redeemed		                  (31,203)	             	(12,766)
     Distributions Reinvested		         4,994		                20
TOTAL INCREASE IN SHARES		              1,461,495	             102,528

                              13
<PAGE>

<CAPTION>				
                                                   Year ended		Nov. 6, 1995* 		
                                             Sept. 30, 1997 to Sept. 30, 1996
PER SHARE OPERATING PERFORMANCE
<S> <C>                                                <C>     <C>			
NET ASSET VALUE, BEGINNING OF PERIOD	                  $11.13  $10.00
				
INCOME FROM INVESTMENT OPERATIONS:				
    Net Investment Loss		                              (.03) 		(.03)
    Net Realized and Unrealized Gain on Investments	   7.03		  1.17
TOTAL FROM INVESTMENT OPERATIONS		                     7.00	  	1.14
				
LESS DISTRIBUTIONS 				
    Net Capital Gains	                                	(.47) 		(.01)
				
NET ASSET VALUE, END OF PERIOD  	                      $17.66	 $11.13
				
TOTAL RETURN FOR FISCAL YEAR		                         64.9%		 11.4%
				
RATIOS/SUPPLEMENTAL DATA				
    Net Assets -- End of Period                ($000s)	$27,799 $1,252
				
RATIOS TO AVERAGE NET ASSETS				
    Expenses		                                         1.83%		 2.20%
    Net Investment Loss		                              (0.86)%	(0.51)%
			
 Portfolio Turnover Rate	                              103.3%		148.0%

 Average Commissions Per Share		                       $.06		$.08
	
<FN>			
* Commencement of Operations, all ratios for the period, except 
  total return, have been annualized				

                               14
<PAGE>
 
To the Shareholders and Board of Directors
Texas Capital Value Funds, Inc.
Value & Growth Portfolio

We have audited the accompanying statement of assets and 
liabilities of the Value & Growth Portfolio (the "Fund"), a 
series of shares of the Texas Capital Value Funds, Inc., 
including the portfolio of investments, as of September 30, 
1997, and the related statements of operations, changes in 
net assets, and the financial highlights for the periods 
indicated thereon.  These financial statements are the 
responsibility of the Fund's management.  Our responsibility 
is to express an opinion on these financial statements and 
financial highlights based on our audit.

We conducted our audit in accordance with generally accepted 
auditing standards.  Those standards require that we plan 
and perform the audit to obtain reasonable assurance about 
whether the financial statements and financial highlights 
are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts 
and disclosures in the financial statements.  Our procedures 
included confirmation of securities owned as of September 
30, 1997, by correspondence with the custodian and brokers.  
An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well 
as evaluating the overall financial statement presentation.  
We believe that our audit provides a reasonable basis for 
our opinion.

In our opinion, the financial statements and financial 
highlights referred to above present fairly, in all material 
respects, the financial position of Value & Growth Portfolio 
of the Texas Capital Value Funds, Inc. as of September 30, 
1997, the results of its operations, the changes in its net 
assets and the financial highlights for each of the periods 
indicated thereon, in conformity with generally accepted 
accounting principles.

TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
November 10, 1997



                                    15
<PAGE>

 
SEPTEMBER 30, 1997

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING 
POLICIES

Texas Capital Value Funds, Inc. was incorporated on June 26, 
1995 as a Maryland Corporation and is registered under the 
Investment Company Act of 1940 as a non-diversified, open-
end management investment company.  The Value & Growth 
Portfolio (the "Fund"), a series of the Texas Capital Value 
Funds, Inc., began investment operations on November 6, 
1995.  The Fund's investment objective is capital 
appreciation, with income a secondary consideration.  The 
following is a summary of significant accounting policies 
followed by the Fund in the preparation of the financial 
statements.  The policies are in conformity with generally 
accepted accounting principles.

A.  Security Valuation - Portfolio securities that are 
listed on national securities exchanges or the NASDAQ 
National Market System are valued as of the close of 
business of the exchange on each business day which that 
exchange is open (presently 4:00pm Eastern time).  Unlisted 
securities that are not included in such System are valued 
at the mean of the quoted bid and asked prices in the over-
the-counter-market.  Securities and other assets for which 
market quotations are not readily available are valued at 
fair value as determined in good faith by the Advisor under 
procedures established by and under the general supervision 
and responsibility of the Fund's Board of Directors.  Short-
term investments are valued at amortized cost, if their 
original maturity was 60 days or less, or by amortizing the 
values as of the 61st day prior to maturity, if their 
original term to maturity exceeded 60 days.
 
B.  Federal Income Taxes - It is the Fund's policy to meet 
the requirements of the Internal Revenue Code applicable to 
regulated investment companies and to distribute all of its 
taxable net income to its shareholders.  In addition, the 
Fund intends to pay distributions as required to avoid 
imposition of excise tax.  Therefore, no federal income tax 
provision is required.

                                    16
<PAGE>

C.  Securities Transactions, Investment Income and Other - 
Securities transactions are recorded on the next business 
date after trade date.  Realized gains and losses on sales 
of investments are calculated on the identified cost basis.  
Dividend income is recorded on the ex-dividend date and 
interest income is recorded on the accrual basis.
 
D.  Accounting Estimates - The preparation of financial 
statements in accordance with generally accepted accounting 
principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and 
liabilities at the date of the financial statements and the 
amounts of income and expense during the reporting period.  
Actual results could differ from those estimates.

2.  TRANSACTIONS WITH AFFILIATES

Investment Advisory and Administrative Agreements
The Fund has an investment advisory agreement with the 
Advisor, pursuant to which the Advisor receives a fee, 
computed daily, at an annual rate of 1.0% of the average 
daily net assets.

The Advisor provides continuous supervision of the 
investment portfolio and pays the cost of compensation of 
the officers of the Fund, occupancy and certain clerical and 
administrative costs involved in the day to day operations 
of the Fund.

In addition, the Advisor is acting as the administrator to 
the Fund.  For these services, the Advisor receives a fee, 
computed daily based on the average daily net assets at an 
annual rate of .70% on the 1st $5 million, .50% on the next 
$25 million, .28% on the next $70 million, .25% on the next 
$100 million, and .20% for over $200 million.

Transactions with the Distributor
Choice Investments, Inc., the Company's Distributor and 
clearing through Southwest Securities, was paid $4,140 in 
commissions for executing portfolio transactions.

                                17
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Distribution Agreement and Plan
The Fund has adopted a Distribution Plan pursuant to Rule 
12b-1 under the 1940 Act under which the Company contracts 
with registered broker-dealers and their agents to 
distribute shares of the Fund.  The Distributor received a 
fee, computed daily at an annual rate of .25% of the average 
daily net assets.  For the period ending September 30, 1997, 
the amount paid to the Distributor was $14,858 plus sales 
charges.


3.	PURCHASES AND SALES OF SECURITIES
For the period ended September 30, 1997 the cost of 
purchases and the proceeds from sales of securities, 
excluding short-term securities, were $29,916,473 and 
$6,791,080 respectively.



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