U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
1. Name and address of issurer: Texas Capital Value Funds, Inc.
1600 West 38th Street, Suite 412
Austin, Texas 78731
2. Name of each series or class of Securities for which this Form is filed:
Value & Growth Portfolio
Blue Chip Value Portfolio
3. Investment Company Act File Number: 811-09088
Securities Act File Number: 33-96334
4. Last day of the fiscal year for which this notice
is filed: September 30, 1998
5. Check this box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
n/a
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
n/a
9. Number and aggregate sale price of securities sold during fiscal year:
number 5,239,195
price $99,541,178
10.Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
number 5,239,195
price $99,541,178
11.Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
number 78,857
price $1,286,949
12.Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2: $99,541,178
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans: $1,286,949
(iii) Aggregate price of shares redeemed or repurchased
during the year: $53,390,945
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2: N/A
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2: $47,437,182
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: .000278
(v) Fee due: $13,187.54
13.Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures: [X]
Signatures:
This report has been signed below by the following persons on
behalf of the issuer and in the capacities an on the dates indicated:
By: /s/Mark A. Coffelt - Chairman
Mark A. Coffelt - Chairman
Date:11/18/98
