Filing 497:
Texas Capital Value Funds Inc. hereby amends the fund
company's N-1A part A (prospectus) to include the following:
1. The Fund's legal representation has changed
from Kirkpatrick & Lockhart to the Law Offices
of Stephanie Djinis. Stephanie represented the
Fund Company and the Adivsor when she worked with
Kirkpatrick & Lockhart, and will continue to do
so. The name and address has been corrected.
2. The Fund's distributor, Rafferty Capital Markets, Inc.
has changed its principal address. The new street address
is now correctly reflected.
3. The Fund has amended the wording under Redemption Fee
in Part A of the N-1A (prospectus) to reflect the fact
that the redemption fees charged to the Fund for purchases
and subsequent sales within 90 days are paid to the Advisor.
Submitted January 27, 1999
/s/ Brian T. Bares
Brian T. Bares
Secretary
