TEXAS CAPITAL VALUE FUNDS INC
497, 1998-11-10
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Texas Capital Value Funds, Inc.

Supplement to the Prospectus and Statement of Additional information 
dated January 31st, 1998.

Effective November 1:

The prospectus and statement of additional information have been changed to 
remove the current Distributor, Choice Investments Inc.  Any references to 
them has been removed from the prospectus and replaced with Rafferty Capital
Markets, Inc., the Fund's new distributor.  This change has been approved by
the Board of Directors, including a majority of independent directors, at a
meeting called for that purpose.

November 1, 1998





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