TEXAS CAPITAL VALUE FUNDS INC
N-30D, 1998-05-07
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Fund Facts



For 1997, shareholders designated the following charities:
 
AIDS Services of Austin
Alzheimers Association
American Cancer Society
American Heart Association
Animal Trustees of Austin
Arthritis Foundation
Austin Sunshine Camp
Austin YMBL Sunshine Camps
Boy Scouts of America 
Brenham Christian Academy
The Columban Fathers
Compassion International
Cross Pointe Church
Cystic Fibrosis Foundation

Family Violence Project
Faith Home for Babies with AIDS
Forgotten Childrens Fund
Habitat for Humanity
Harvard Law School Fund
Hilo Salvation Army
The Home Care Program/MSKCC
Make-A-Wish Foundation
MD Anderson Childrens Art Project
Medical Institute for Sexual Health
Methodist Childrens Home
National Cancer Institute
National Kidney Cancer Association
Nature Conservancy of Tennessee

Nevada SPCA
Northwest Hills United Methodist 
Peoples Community Clinic
Rapheal Free Clinic
Red Cloud Indian School
Salvation Army
San Diego Historical Society
SOVA Food Pantry
St. Michaels Academy
Texas Baptist Childrens Home
Union Station
United Way of the Flint Hills
Wesleyan Homes Alzheimers Care 
Women Helping Women

Our new fund, Blue Chip Value,(previously called Growth & 
Income) is now available.  Please read the Investment 
Managers Report for more information.

 Who is one of the largest individual shareholders  Your 
manager, Mark Coffelt.

 Need a prospectus and other information for a friend
Call 1-888-839-4769.

 Have questions about your account  Call the Transfer Agent 
at 1-800-628-4077.

 Daily NAV.  Call (512) 302-6099, or (888) 839-4769.

 Roth IRAs are now available.  Call 1-888-839-4769 for a 
kit.
 
                             1
<PAGE>

Fellow Shareholders,

The Net Asset Value of the Value & Growth Portfolio (V&G) 
for the period ending March 31st, 1998 was $20.71.  For our 
new Blue Chip Value Fund (Blue Chip), the Net Asset Value 
was $9.90.  Blue Chip was only opened March 18th, 1998 so 
it would be premature to discuss performance in this 
report.For the quarter, V&G was up 24.3%, making it the 
best performing domestic equity fund for the quarter out of 
a total of 1,924 funds according to The New York Times.  
The New York Times also declared V&G the best performing 
small cap fund for the last 12 months, out of 437 funds, 
with its annual return of 77.1%.  We performed 
exceptionally well against the Russell 2000 Index which is 
representative of how your Fund is invested, up 10.1% for 
the quarter, and against the S&P 500 Index, 
up 13.9% for the quarter.

<TABLE>
<CAPTION>
Period	          V&G2	       Russell 2000	        S&P 500
<S>              <C>         <C>                  <C> 			
Last Quarter	    24.3%	      10.1%	               13.9%
Last 12 Months	  77.1%	      42.0%	               48.0%
			
Since Inception
(annualized)	    40.7%	      22.9%	               32.4%

<FN>
<F1>
After payment of the maximum 4.5% sales charge, the Fund return for the
last quarter, last 12 months, and since inception would be 18.7%, 69.1%
and 38%, respectively.
</FN>
</TABLE>

Of course, you know the old caveat, past performance may 
not be indicative of future results.  

Please fasten your seatbelts
We would like to highlight to our shareholders that the 
ride in stocks has been uncommonly smooth in the last few 
years.  You should not be surprised at a 30% drop in stock 
prices at some point going forward.  Thats not a forecast, 
but history would suggest you should be prepared.  

                            2
<PAGE>

When the market drops, we hope that you will keep in mind 
that the V&G fund has historically done well during market 
dips, and exceptionally well in the recovery periods.

But please dont try to market time
Weve watched a few investors with fascination, many of whom 
are investment advisors who have tried to time their 
purchases and sales of the V&G fund.  They have generally 
shown an uncanny ability to buy high and sell low not the 
path to investment riches.  You would think that investment 
advisors would know better  Apparently not.

Over the last 30 years, one dollar invested in stocks grew 
to $28.50.  But investors who missed just the best 10 
months out of thirty years saw their dollar grow to only 
$9.70, about the equivalent return of a money market 
account.  Peter Lynch, the former manager of the Fidelity 
Magellan fund, wrote in One up on Wall Street: 
Experts...cant predict 
markets with any useful consistency, any more than gizzard 
squeezers could tell the Roman emperors when the Huns would 
attack.  The examples go on and on.  

Market timing forget it!  The V&G fund has so far 
compounded in excess of 40% per year since inception.  
Anyone who has tried to add to that return has made a 
costly error. 
 
You should also know that once we identify market timers, 
they are precluded from further purchases of the funds.  
Market timers add costs to all shareholders and are about 
as welcome as cockroaches in the kitchen.

Growth not impacting performance
Besides exceptional performance, this quarter saw explosive 
growth for the Value & Growth fund.  The total assets in 
the V&G fund have grown from $27 million on December 31st, 
1997 to $63 million by March 31st, a 133% increase.  These 
numbers reveal that not only did our quantitative strategy 
continue to identify attractive equity investments, but 
that a landslide of new money was put to use quickly and 
efficiently.  Thats important for you the shareholder, 
since a flood of money can 
sometimes ruin a funds performance.  

Comments on the Quantitative strategy
Over V&Gs 30 month history, management has been asked many 
times to clarify the advantages of a quantitative strategy.  
We would like to devote this report to a discussion of our 

                         3
<PAGE>

thoughts on our quantitative investment strategy and why we 
feel this approach is superior to other investment styles.  

Both the V&G and Blue Chip funds use a similar quantitative 
approach.  The most significant difference between the two 
funds is that V&G concentrates on smaller companies, while 
Blue Chip concentrates on larger companies.  Both funds 
rely on highly tested, rigorous value strategies, and both 
funds show robust returns on a back tested 
basis.  If you are looking for a fund focused on larger 
stocks, we hope you will consider the Blue Chip Value fund.

Quant analysis in action
Our purchase of PETCO Animal Supplies is a case study in 
the advantages of quantitative investing.  A quick analysis 
of the company reveals that it is the second largest pet 
and animal supply chain in the United States.  Like many 
other category killers, PETCO has gone on an acquisition 
binge over the last two years, acquiring eight regional pet 
store chains that operate 148 individual stores.  The stock 
had been pushed to over $33/share in mid-1997.  In December 
of 1997, the first of a series of downgrades came from Wall 
Street.  The first happened to be the best, because PETCO 
was fully valued at $33, if not overvalued.  
We doubt that was the reason for the downgrade, but their 
timing was good.  After that, Wall Street proceeded to 
follow its usual practice of closing the barnyard door 
after all the animals are out, and two more downgrades 
ensued after the stock was already in free fall.  
Incidentally, we doubt many investors of the last two 
brokerage firms 
benefited from their downgrades. Institutions are highest 
on the food chain of brokerage firm research and probably 
received the first recommendation to sell.  It is likely 
that they had too much stock to get out at the hold price.  
And, by the time retail investors were notified to hold, it 
was time to buy. What was all the fuss about  PETCOs first 
mistake was to miss the estimates that it had 
given Wall Street for the previous quarter.  Even though 
their earnings were still good, that got investors nervous.  
What really got Wall Street going was the announcement by 
PETCO that it no longer expected to build 10 stores per 
quarter for the year, but would instead build 4 stores in 
the first half of the year, and 36 stores in the second 
half.  

                       3
<PAGE>


You dont need higher math to realize PETCOs new 
schedule still results in 40 new stores for the fiscal 
year.  This revised schedule amazingly cut the stocks price 
in half.  Was PETCOs long run growth rate going to diminish  
No, that wasnt it either.  In the same press release as the 
new schedule of store openings, PETCO affirmed analysts 
long term growth estimates. 

Looking ahead to fiscal 1998, we 
anticipate that PETCO will grow net earnings by 
approximately 30 percent from current analysts expectations 
(First Call estimates, which aggregates Wall Street 
analysts estimates) in 1997 of $0.87 to $0.88 per share.  
This anticipated growth rate compares with PETCOs 30 percent 
growth in fiscal 1997 over fiscal 1996.


[GRAPH]


Our Quant process screen picked PETCO when the stock spiked 
down below $15 per share.  The prospects of the company 
were still strong.  The company continued to pass our 
quality test with good financial ratings and exceptionally 
low debt.  Earnings still looked reasonable.  Most 
importantly though, the stock at $15 per share was selling 
for about half of what the company would sell for in a 
takeover.  In other words, the company at $15 per share was 
selling for a big discount from its intrinsic value. 

At the end of February, we purchased 72,500 shares.  We 
bought another 85,000 shares shortly thereafter, and by 
early March our total investment was over $3.3 million 
dollars at an average cost of about 14 5/8.  PETCO had 
become the largest single equity investment in the Funds 
history.

                        4
<PAGE>


We believe that one of our competitive advantages 
is that our Quant process allows us to act quickly on an 
investment like PETCO.  In less than two weeks, the stock 
rebounded to a price of about $18 per share, or a gain of 
23% in a very short period.  
Heres the $64,000 question:  Why would we purchase a stock 
like PETCO when influential, educated, and well paid 
analysts from reputable firms are downgrading their buy 
recommendations  The answer, most simply, is that we are 
betting the so-called smart money managers have been 
carried away and are no longer rationally valuing the 
company.  In short, theyre biased.  Wall Street is overly 
focused on the very short term.  Their panic became our 
opportunity.

A Quant process helps us avoid getting swept up with the 
crowd.  More importantly, it allows us to quickly evaluate 
the relevant factors in a situation and, if appropriate, 
seize the opportunity.

Human Bias
As in any complex process, investment management is riddled 
with human bias. The concept of human bias is difficult to 
explain and understand, and surprisingly, its not well 
accepted by most academicians or money managers.  At least 
in money management, bias is only costly for most 
investors.  In medicine or psychiatry, bias can be deadly.  
The following experiment demonstrates the tendency toward 
irrational human bias.  A game is played with two decks of 
cards.  One deck is red, and the other is blue.  The dealer 
shows a player one card from the red deck then returns it 
to the middle of the deck and shuffles.  The dealer then 
tells the player that if he can draw the card from the 
deck, the player wins $100.  A similar game is played with the 
blue deck of cards.  This game is identical except that the 
player gets to select and hold his card before he returns 
it to the deck.  When the players were asked what they would sell their 
place in the game for, the answers were surprising:

RED DECK (no touching the cards)
 19% of players were unwilling to sell their cards.
 Those willing to sell had an average asking price of $2.


                           5
<PAGE>


BLUE DECK (player able to touch cards)
 37% of players were unwilling to sell their cards.
 Of those willing to sell, their average asking price was $9.

A deck of cards has 52 cards.  The participants with the 
red deck (no touching) had the probabilities correct
selling their place in the game for about $2 is a rational 
decision.   But note how bias enters the picture when the 
players can touch the card.  Touching the card gave players 
an illusion of control over the game and increased their 
confidence in a winning outcome.  Bias made their decisions 
irrational.
There are two lessons in this.  You want to avoid bias in 
investment management.  We do this by sticking to a Quant 
process, which keeps emotions, and thus bias, out of the 
decision.  The second lesson is that the PETCO management 
should have invited the analysts to lunch to make their 
announcement.  Our bet is that by visiting the company, 
analysts would have maintained their illusion of control and the 
stock price would not have dropped so precipitously.  Of 
course, for the rational investor, that was our 
opportunity.  We dont know what the market holds going 
forward, but we can commit to you that whatever happens, we 
will continue to try to respond rationally when investing 
your (and our) funds.

Respectfully Submitted,
Mark A. Coffelt, CFA
Chairman

<TABLE>
<CAPTION>									   
S T O C K   P R I C E S   R E L A T I V E  TO
                         Earnings Cash flow Book value
<S>                      <C>      <C>       <C>
Value & Growth Portfolio	17.3x	   10.6x	    3.0x
Avg Small Value Fund	    22.6x	   11.0x	    3.2x
Avg Small Growth Fund	   34.2x	   22.7x	    6.4x
S&P 500 Index	           30.0x	   20.0x     7.1x

<FN>
<F1>
All Ratios from Morningstar Mutual Funds March, 1998
</FN>
</TABLE>


                        6
<PAGE>

<TABLE>
<CAPTION>
    
Short-Term      	      Principal   Issues                Value        As % of
Investments            Amount                                       Net Assets
<S>                    <C>         <C>                   <C>          <C>
	                      930,468	    Repurchase Agreement 	930,468		

(Collateralizrd by U.S. Treasury Notes, First Boston)			
					
		                                   Total Cash & Equiv.	930,468		
<CAPTION>
Common Stocks					
Industry	              Shares	     Company	              $ Amount 		      % 
<S>                    <C>         <C>                   <C>             <C>
Aerospace	             16,000	     United Industrial	    207,000	        .3
					
Apparel	               67,700	     Farah Inc.*	          427,356		       .7
					
Auto Parts	            41,900	     Standard Products  	  1,380,081	     2.2
	                      13,500	     Superior Industries	  448,031	        .7
			                                                      18,281,112		   2.9
					
Building Materials	    57,900	     LaFarge Corp.         2,221,913		    3.5
					
Computer & Peripherals	150,800	    Sequent Computer*     2,752,100	     4.4
	                      72,100	     Stratus Computer*	    3,176,906		    5.1
	                      102,000	    Symantec Corp.*	      2,747,625		    4.4
			                                                      9,676,631		   13.9
					
Diversified Companies	 64,000	     Katy Industries       1,216,000		    1.9
	                      7,100      	Bell Industries*	     100,288		       .2
	                      78,000	     Myers Industries	     1,628,250		    2.6
	                      30,500	     Valmont Industries	   739,625	       1.2
			                                                      3,684,163		    5.9
					
Drugs	                 222,600	    Roberts Pharm.*	      3,172,050		    5.0
					
Food Wholesale	        102,975	    Oshawa Group	         1,867,967	     3.0


                       7
<PAGE>

					
Furniture	             95,200	     Kimball International	2,189,600	     3.5
					
Homebuilding	          67,900     	Standard Pacific	     1,022,744	     1.6
					
Hotel/Gaming	          41,900	     Anchor Gaming*	       2,650,725	     4.2
					
Medical Supplies     	 122,300	    Spacelabs Medical*    2,705,888		    4.3
	                      24,900	     Diagnostic Products	  694,088	       1.1
			                                                      3,399,976		    5.4
					
Metal Fabricating	     135,000	    Allied Products	      3,147,188	     5.0
					
Oilfield Service	      9,800	      Helmerich & Payne	    306,250	        .5
					
Packaging/Container	   116,800	    Gibson Greetings*     3,226,600	     5.1
					
Precision Instruments	 26,500	     Esterline Tech*       1,117,969		    1.8
					
Recreation	            13,700	     Callaway Golf	        397,300	        .6
	                      335,900	    Seattle Filmworks*	   3,065,088	     4.9
			                                                      3,462,388		    5.5
					
Recreational Vehicles	 104,500	    Winnebago	            1,234,406	     2.0
	                      10,000	     Champion*	            266,875		       .4
			                                                      1,501,281		    2.4
					
Restaurant	            98,300 	    Applebees	            2,273,188		    3.6
	                      76,200	     Vicorp Rest.*        	1,400,175    		2.2
			                                                      3,673,363	    	5.8
					
Retail	                24,900	     Ross Stores	          1,098,713		    1.7
	                      173,600  	  Burlington Coat	      3,016,300		    4.8
	                      94,200	     Claires Stores       	2,160,713	    	3.4
	                      174,500    	Petco Animal Supply* 	3,402,750	     5.4
			                                                      9,678,476	   	15.4
                    8
<PAGE>


					
Securities Brokerage	  31,700	     Advest Group          778,631		      1.2
	                      26,000	     Lehman Bros.	         1,946,750		    3.1
			                                                      2,725,381	    	4.3
					
Trucking	              48,700	     Werner Enterprises	   1,241,850	     2.0
					
		                                 Total Common Stocks			
	 	                                 (Cost $53,998,362)	  61,428,979		  96.3
					
		                            Total Investment Portfolio	62,873,050	  101.0
					
		                                 Other Assets 			
		                                  Less Liabilities	    -513,603		    -1.0
		                                 Net Assets - 100%	    $62,539,447		100.0
		         (Applicable to 360,194 shares outstanding)			
<FN>
<F1>
*Non-income producing					
</FN>
</TABLE>

At June 30, 1997, the net unrealized appreciation based on 
the cost of investments for 
income tax purposes of $7,340,617 was as follows:
Gross unrealized appreciation          8,081,484 
Gross unrealized depreciation          (650,867) 
Net unrealized appreciation            7,430,617


                         9
<PAGE>

<TABLE>
<CAPTION>
Short-Term         	   Principal   Issues	               Value        As % of
Investments            Amount                                       Net Assets
<S>                    <C>         <C>                   <C>            <C>					
	                      34,019	     Repurchase Agreement 	34,019		
		(Collateralized by U.S. Treasury Notes, First Boston)			
					
		                                 Total Cash & Equiv.	  34,019		
<CAPTION>
Common Stocks					
Industry	              Shares	     Company	              Amount 		       % 
<S>                       <C>      <C>                   <C>            <C>					
Auto/Trucking	            190	     Paccar Inc.	          11,317		       1.3
					
Banking	                  200	     Royal Bank of Canada	 11,825	        1.3
	                         270	     Toronto-Dominion	     12,292		       1.3
			                                                      24,117		       2.6
					
Computer & Peripherals	 1,290	     Compaq Computers	     33,379         3.8
	                       1,040	     Stratus Computers	    45,825		       5.2
			                                                      79,204		       9.0
					
Financial Services	       340	     Household Intl        46,793		       5.3
	                       1,020	     SLM Holding	          44,689	       	5.0
	                       1,310	     MBNA Corp.	           46,914		       5.3
			                                                     138,396	      	15.6
					
Food Processing	        1,040	     Interstate Bakeries	  33,865	        3.8
	                       1,320	     Flowers Inds.	        30,938		       3.5
			                                                      64,803		       7.3
					
Homebuilding	             970	     Kaufman & Broad	      31,586	        3.6
					

                              10
<PAGE>


Industrial Services	    2,720	     Olsten Corp.	         42,840	        4.8
					
Insurance	                930	     SunAmerica, Inc.	     45,620		       5.0
					
Oilfield Service/Equip.	  920	     Tidewater, Inc.      	40,308	        4.6
					
Retail	                   380     	Dayton Hudson        	33,440	       	3.8
	                       2,040	     Claires Stores       	46,793       		5.3
	                       1,110	     Ross Stores	          48,979	       	5.5
			                                                     129,212	      	14.6
					
Securities Brokerage     	460     	Lehman Bros.         	34,443	        3.9
					
Telecommunications	     1,970	     Andrew Corp.         	39,031	        4.4
					
Thrift	                   880	     Greenpoint Financial	 31,625	        3.6
					
Tobacco	                  760	     Philip Morris	        31,683		       3.6
					
		                                 Total Common Stocks			
		                                      (Cost $749,190)	 708,485		     95.4
					
		                            Total Investment Portfolio	776,523	     104.6
		                            Other Assets 
                                Less Liabilities	        -34,019	      -4.6
		                            Net Assets - 100%	         742,504	    	100.0
		              (Applicable to 78,233 shares outstanding)			

</TABLE>
Gross unrealized appreciation          	0 			
Gross unrealized depreciation           (6,686) 			
Net unrealized appreciation             -6,686			


                              11
<PAGE>

<TABLE>
<CAPTION>
                                              Blue Chip     Value 
                                              Value         & Growth
<S>                                           <C>           <C>
ASSETS			
   Investments at Market Value, 
   (Identified Costs $749,190 & $53,998,362)  742,504		     61,428,979
    Cash & Equivalents	                       34,019	   	   930,468
     Dividends  and Interest Receivable	      60	           25,508
     Receivable for Shares Sold              	110,243	      1,390,919
           Total Assets	                      886,826		     63,779,421
			
LIABILITIES			
     Distribution Payable	                    0		           389
     Operating Expense	                       134		         20,230
     Management Fee                          	191         		47,277
     12B-1 Fees	                              48	          	21,482
     Interest Expense	                        0		           -3,200
     Payable for securities purchased	        111,790	      819,218
     Accrued Expenses	                        304		         976
           Total Liabilities	                 112,467		     906,371
NET ASSETS	                                   774,359		     62,873,050
    (Applicable to 78,233 & 216,878 shares outstanding,
     $.001 par value, $25 million shares authorized)		
	
NAV AND REPURCHASE PRICE PER SHARE	           9.90		        20.70
			
MAXIMUM OFFERING PRICE PER SHARE	             10.30	       	21.60
   (1000/955 of net asset value)			
NET ASSET 			
     Par Value @ .001	                        78		          3,037
     Capital in Excess of Par	                781,279		     52,546,509
     Accumulated Undistributed Net Income	    -313		        -208,573
     Accumulated Undist Realized Gain/Loss	   0	            3,101,461
     Net Unrealized Appreciation	             -6,686	       7,430,617
     	                                        774,359	     	62,873,050

</TABLE>

                                12
<PAGE>


<TABLE>
<CAPTION>

                                          Blue Chip Value     Value & Growth
<S>                                       <C>                 <C>
INVESTMENT INCOME			
          Dividends	                      60		                130,998
          Interest	                       0		                 15,494
			
         TOTAL INVESTMENT INCOME	         60	                	146,492
			
EXPENSES			
          Operating Expense	              134		               83,058
          Management Fee	                 191		               169,810
          12B-1 Fee	                      48		                42,453
 			
          TOTAL EXPENSES	                 372		               299,371
			
NET INVESTMENT INCOME (LOSS)	             -313		              -152,879
			
REALIZED AND UNREALIZED GAINS			
  Net Realized gain from security trans   0 	                	3,511,761
  Incr in unrealized appr of investments  -6,686	             4,992,500
         NET GAIN ON INVESTMENTS	         -6,686		            8,504,261
   			
NET INCREASE IN ASSETS FROM OPERATIONS	   -6,999	             8,351,381
			
OPERATIONS			
       Net Investment Gain (Loss)	        -313	              	-152,879
       Net Realized Gain (Loss) 	         0		                 3,511,761
       Unrealized Gain (Loss)	            -6,686		            4,992,500
INCREASE IN NET ASSETS FROM OPERATIONS	   -6,999	             8,351,381
			

                           13
<PAGE>

 
DISTRIBUTIONS TO SHAREHOLDERS			
        Net Investment Income	            0	                 	0
        Net Realized Gain on Investments	 0	                  1,335,191
        Return of Capital	                0                 		0
DECREASE IN NET ASSETS FROM DISTRIBUTIONS	0	                  1,335,191
			
CAPITAL SHARE TRANSACTONS (AMOUNT)			
        Shares Sold	                      781,358		           41,427,877
        Shares Redeemed	                  0		                 -14,552,351
        Distributions Reinvested	         0		                 1,286,949
INCREASE FROM CAPITAL SHARE TRANSACTIONS	 781,358	            28,162,475
			
TOTAL INCREASE IN NET ASSETS	             774,359		           35,178,666
			
NET ASSETS			
        Beginning of Period	              0		                 27,694,384
        End of Period	                    774,359		           62,873,050
			
CAPITAL SHARE TRANSACTIONS (SHARES)			
        Shares Sold	                      78,233		            2,202,139
        Shares Redeemed	                  0		                 812,584
        Distributions Reinvested	         0                 		78,857
TOTAL INCREASE IN SHARES	                 78,233		            1,468,412
 

                               14
<PAGE>


NET ASSET VALUE, BEGINNING OF PERIOD	     10.00		             17.75
			
INCOME FROM INVESTMENT OPERATIONS:			
      Net investment income (loss)	       -313	              	-152,879
      Net Realized and unrealized gain    6,686		             8,504,261
      TOTAL FROM INVESTMENT OPERATIONS	   -6,999              8,351,381
			
LESS DISTRIBUTIONS 			
      Net capital gains	                  0	                 	-1,335,191
			
NET ASSET VALUE AT END OF PERIOD         	9.90	              	20.71
			
TOTAL RETURN FOR PERIOD	                  -1.0%	             	16.7%
			
RATIOS/SUPPLEMENTAL DATA			
     Net Assets End of Period            	774,359	           	62,873,050
			
RATIOS TO AVERAGE NET ASSETS			
     Expenses	                            1.95%(a)		          1.64%(a)
     Net investment income (loss)	        0	                 	-.70%
     Portfolio Turnover	                  0	                   	93%
			
     Commissions per share	               .06	                	.06
			
         *Blue Chip commenced operations March 18, 1998.
<FN>
<F1>
(a)Annualized
</FN>
</TABLE>


                                15
<PAGE>
   
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 V&G fund), a series of the Texas Capital 
Value Funds, Inc., began investment operations on November 
6, 1995, while the Blue Chip Value Portfolio (the Blue Chip 
fund) began investment operations on March 18, 1998.  Both 
the V&G and Blue Chip funds are referred to collectively as Funds.  
The following is a summary of significant accounting policies followed by 
the funds 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 Funds 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.  Income Taxes - The Funds intend to continue to qualify 
for the tax treatment applicable to regulated investment 
companies under the Internal Revenue Code and to make the 
requisite distributions to shareholders which will be 
sufficient to relieve the Funds from income and excise 
taxes.

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.

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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 Funds have investment advisory agreements 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 of each fund.  The Advisor provides 
continuous supervision of the investment portfolio and pays 
the cost of compensation of the officers of the Funds, 
occupancy and certain clerical and administrative costs 
involved in the day to day operations of the Funds.  In 
addition, the Advisor is acting as the administrator to the 
Funds.  For these services, the Advisor receives a fee, 
computed daily at an annual rate of .70%, or lower, of the 
average daily net assets of each fund.  The administrators 
fee was reduced from .90% to 
 .70%, effective August 28, 1996.
Transactions with the Distributor
Choice Investments, Inc., the Companys Distributor, was 
paid $15,222 in commissions for executing V&G transactions, 
and $0 for executing Blue Chip transactions.  Distribution 
Agreement and Plan
The Funds have 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 Funds.  The distribution fee was 
reduced from .35% to .25%, effective August 28, 1996.  For 
the period ending March 31, 1997 the amount paid to the 
Distributor was $42,452.65 plus sales charges for the V&G 
fund and $47.75 for the Blue Chip fund.


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3.PURCHASES AND SALES OF SECURITIES

For the period ended March 31, 1997, the cost of purchases 
and the proceeds from sales of securities, excluding short-
term securities, were $57,351,040 and $32,075,385, 
respectively for the V&G fund and $749,190 for the Blue 
Chip fund.

4.FEDERAL INCOME TAXES

It is the Funds 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 Funds intend to pay 
distributions as required to avoid imposition of excise 
tax.  Therefore, no federal income tax provision is 
required.





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