TEXAS CAPITAL VALUE FUNDS INC
N-30B-2, 1999-04-20
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Fund Facts

Your Charity Input.  Every year the Advisor to the Funds donates up to 10% of 
the advisor profits to various charities.  If you have more than $15,000 in the 
Funds, please mail or preferably FAX us a letter to: FAX 512.458.8166, or Texas 
Capital Value Funds, Inc., 1600 W. 38th Street, Suite 412, Austin, TX 78731 
with the following information prior to September 30, 1999. We realize that 
in our previous request you may have not received your 1998 annual report with 
sufficient time to respond, so we are asking early this year.   The 1998 
designated contribution amount will be rolled into 1999.

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

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


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 
Women Helping Women

Change of Transfer Agents.  Beginning January 2, 1999, the Funds will begin to 
use Firstar as the new transfer agent.  Please make a note of the new phone 
number and address:

Phone: 		888-839-7424
Address:	Texas Capital Value Funds, Inc.
			      c/o Firstar Mutual Fund Services, LLC
			      P.O. Box 701
			      Milwaukee, WI 53201-0701
 
Have questions about your account?  
Call the Transfer Agent at 1-888-839-7424.



Fellow Shareholders,

The Net Asset Value of the Value & Growth Portfolio (V&G) for the period ending 
September 30th , 1998 was $13.48.  For our new Mid-Cap Focus Portfolio, the Net 
Asset Value was $9.18.  The bear market in small and mid-cap value stocks has 
been difficult.  We hope you will pay special attention to our commentary 
this quarter, and note that your management continues to add its own 
money to both funds. 	

 	            Smaller Companies            Mid-size Companies
Period            V&G1  Russell 2000      Mid-Cap Focus2 Russell Mid-Cap
				
Last Quarter      -16.5%    -5.4%              -8.3%          -0.5%
Last 6 Months       0.2%    10.0               18.3%          17.9
				
19983              -3.1%    -2.5%                NA             NA
19973              45.6%    22.4%                NA             NA
19963              26.3%    16.5%                NA             NA
				
Since Inception
(annualized)       12.2%    11.6%               (7.9)%          0.0%

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

1 After the maximum sales charge of 4.5%, the returns for the last quarter, 6 
months, 1997, 1996, and since inception (11/06/95) would be: (20.3)%, (4.3)%, 
(7.4)%, 39.0%, 20.6%, and 10.7%, respectively.2 After the maximum 
sales charge of 4.5%, the returns for the last quarter, 6 months, 
and since inception (3/18/98) would be: (12.4)%, 13.0%, and (11.9)%, 
respectively.  3 Calendar years.


Wall Street was recommending the popular stocks regardless of price. Merrill 
Lynch liked International Business Machines at thirty-nine times earnings.  
Bache & Co. was pushing Xerox at fifty times.  Blair & Co. was touting 
Avon at fifty-six times.That was 1967.  Two years later, Warren Buffett 
wrote to his investment partners: Essentially I am out of step with present 
conditions.  On one point, however, I am clear.  I will not abandon a 
previous approach whose logic I understand even though it may mean 
forgoing large, and apparently easy, profits to embrace an approach which 
I dont fully understand, have not practiced successfully and which, possibly,
could lead to substantial permanent loss of capital. Not a lot has changed 
since 1967.  Today, its the Internet and the very largest of the large 
stocks that are doing well.   Small to mid-size stocks, especially value 
stocks, have done miserably over the last 12 months.

The Question Begs

Should we abandon our strategy and do the obvious that is, buy the stocks going 
up, regardless of value? Should you concede that small and mid-size companies 
will never again do well, and move to the funds 
investing in larger companies? 

One of the most difficult aspects of an investment managers job is sticking 
to a strategy when its temporarily not working.   (We understand it is pretty 
difficult for shareholders too.)   Buffetts discipline, his unwillingness to 
compromise his investment strategy, is we think, a major contributing factor to 
his overwhelming investment success.
     
We cannot control the returns of your portfolio, although we can, and do, 
control the process.  The process today that has produced poor returns in the 
last 12 months is the same process that produced outstanding returns the 
year before, and the outstanding returns the year before that, and the year 
before that, and the outstanding test returns over a decade.  So, why dont 
we do the obvious and buy the mega-cap stocks that are going up?

1 Buffett, The Making of An American Capitalist, Roger Lowenstein


Obvious=Wrong  

In investing, when its obvious, its usually wrong.   David Dreman, in his book 
The New Contrarian Investment Strategy, analyzed the survey history of 
investment managers.  Over a 50 year period, various magazines including 
Trusts and Estates, Institutional Investor, Financial World and so on, would 
survey investment managers and ask them their favorite industry 
for the next year.  Of course, the favorite industry was also where the 
managers were most heavily invested.  Wed equate favorite with obvious.  
How did the obvious industry do the next year?

Out of a total of 52 surveys, the favorite industry underperformed the 
market 77% of the time.  Risk was also higher.  When the markets did poorly, 
the obvious industry was usually down more.

In 1971, Institutional Investor surveyed 150 money managers to get their 
top five picks for the next year.  The magazine noted that there was a 
remarkable consensus regarding the top ten favorites.  Sounds a little like 
today, doesnt it?

How did the obvious stocks do the next year?  They were up 1.3% in a market 
up 15.6%.

If at first you dont succeed, try again.  The next Institutional Investor 
survey was in 1973.  For the next year, the top ten obvious stocks to buy were 
down 40.4% while the market was down 17.4%.

We recall a period about 12 years ago, when the obvious thing to do in 
Austin was to invest in real estate, and for bankers, to loan on real estate.  
The result was that most investors lost big, and today, there 
are no local banks.  They all went bankrupt doing the obvious. 

Our own experience with the Value and Growth fund is illustrative.  When 
the fund was up year-over-year some 90%, investors were pouring money into the 
fund, perhaps because it was obviously a good fund.   We were also getting 
articles in the New York Times and interviews on CNBC.  Never underestimate 
the press to catch the popular trend.  

Those investors who bought when it was obvious are underwater so far. Now 
that our stocks are cheap, and we have less downside risk than a year ago, only 
the savviest investors are adding money.   We are not being overwhelmed by 
requests for press interviews either.  Warren Buffett once said about investing:
If all you had to do was look at past performance, all librarians would be 
rich.  Unfortunately, most investors today are acting like librarians, much to 
their detriment.  

This time is not different.

The most dangerous words in investing are this time is different.  Those words
are being uttered today to justify the continuing mania for large-cap stocks.  
We wont repeat the arguments here, but it does beg the question asked by one of 
our institutional clients: Should we concede that small and mid-cap stocks will 
never again do well?  

Investing has cycles much like the ocean has tides.  The devilish aspect 
of investing is that there is no calendar.  We dont know when the tides will 
change.  We do know they will.    

Enormous High Tides

Nova Scotias Bay of Fundy has the highest tides in the world.   You can walk 




[chart]





the seafloor when the tide is out.  Six hours later, the same area will be 
covered with 45-55 feet of water.  When the tide comes in for small stocks, it 
will be huge, much like the tidal surge in the Bay of Fundy.  We believe this 
for two reasons.

Small value stocks have historically produced enormous high tides.  For the 
last 35 years, the cumulative difference in return is profound.

Small Value     = 27,521%
Large Growth   =    4,384%

You can see the advantage even better by looking at the growth of $100 invested 
over 35 years in the chart above.

The second reason we are optimistic about small value is that their returns 
have been especially compelling after extended periods of underperformance 
relative to large growth.  

Over the last 35 years, there have been three periods when small value 
lagged large growth on a cumulative basis by more than 10%.  Following each 
period, small value clobbered large growth in the next 
1 year, 3 years, 5 years, and 7 years.   

The latest period is now the largest cumulative underperformance for the 
last 35 years.  Of course, this says nothing about the timing of the shift.
 

Periods When   Next 1 Year   Next 3 Years   Next 5 Years   Next 7 Years
Small Value    Sm Lg Excess  Sm Lg Excess   Sm Lg Excess   Sm Lg Excess
Underperformed V Gth Return  V Gth Return   V Gth Return   V Gth Return

1/69-12/73-46%-18%-30% 12%  94% 12% 82%   188% 9%  179%  413% 77% 336%
2/80-11/80-10%  9% -8% 17% 114% 23% 92%   193%50%  143%  217% 77% 141%
9/89-12/91-39% 30%  7% 23%  58% 11% 47%   147%85%   62%  204%198%   6%
11/97-2/99-49%          ?            ?               ?              ?


Conclusion

While small to mid-cap value stocks have certainly disappointed in the last 
year, ironically, we think the next six months may be the best entry point for 
small and mid-cap value stocks in the next seven years.

The father of value investing and Warren Buffetts teacher, Benjamin 
Graham, once said that the market in the short run is like a voting machine, 
swayed by the whims and emotions of investors.   But over the long run, the 
market is very much a weighing machine, calculating the true value of companies.

Focusing on the long run by keeping the investment discipline we use is 
the only way we know to produce outstanding long-run returns.   With your 
portfolio valuations substantially cheaper and with growth prospects as good, if
not better, than the larger companies, were confident your money, and ours, is 
in the appropriate place.   

Respectfully submitted,
Mark A. Coffelt, CFA


 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
Value & Growth	          11.7	            13.6	          2.1
   Avg Small Value Fund	 18.3	            12.4	          2.4
   Avg Small Growth Fund	32.4	            26.1	          6.4
Mid-Cap Focus (est.)	    11.6	            11.7	          3.1
   Avg Mid Value Fund	   21.9	            13.8	          3.4
   Avg Mid Growth Fund	  37.5	            28.1	          8.5
   S&P 500	              34.6	            24.4	          8.8

Data from Morningstar Mutual Funds 3/99 with the exception of Mid-Cap Focus 
which is estimated.




Industry	                       Shares	  Company	             Market Value 		% 
					
Aerospace/Defense	              23,900	  Ducommon*	               224,063		0.5
					
Apparel	                        59,000	  North Face*	             737,500		1.8
	                               12,200	  Oshkosh B'Gosh	          215,788		0.5
			                                                               953,288		2.3
					
Banking	                        37,700	  Bank United	           1,540,988		3.7
                              	128,000	  Resource Banc.	        1,648,000		4.0
	                              165,100	  Sovereign Banc.	       2,022,475		4.9

                                                            			 5,211,463	12.6
					
Building Materials	             73,700	  Kaufman & Broad	       1,662,856		4.0
	                               95,275	  Modtech*	                857,475		2.1
	                               23,000	  NCI Building Sys.*	      540,500		1.3
	                              140,200	  Standard Pacific	      1,805,075		4.3
	                               61,400	  Centex Const.	         2,137,488		5.1
			                                                             7,003,394	16.8
					
Computer Hardware	               9,700	  Dialogic*	               295,850		0.7
	                              108,100	  Pomeroy Computer*	     1,405,300		3.4
	                               83,100	  Tech Data*	            1,906,106		4.6
			                                                             3,607,256		8.7
					
Computer Software	             232,500	  GT Interactive*	       1,075,313		2.6
	                              160,800	  Mapics*	               1,236,150		3.0
	                              106,500	  Symantec*	             1,803,844		4.3
	                               71,300	  T-HQ*	                 1,452,738		3.5
			                                                             5,568,045	13.4
					
Electrical Equipment	           25,000	  Methode Electronics	     278,125 	0.7
					
Financial Services	            115,200	  FirstFed Financial* 	  1,850,400	 4.4
					
Household Products	            137,700	  Nature's Sunshine	     1,514,700		3.6
					
Machinery	                      62,200	  Esterline Tech.*	        804,713		1.9
					
					
Manuf. Housing/RVs	            105,300	  Champion Enterp.*	     2,040,188		4.9
	                              102,600	  Coachmen Industries	   2,103,300		5.1
	                               87,400	  National RV*	          1,933,725		4.6
			                                                             6,077,213	14.6
					
Medical Supplies	               91,900	  ADAC Laboratories*	    1,252,138		3.0
					
Office Equip./Supplies	        224,000	  OfficeMax*	            1,932,000		4.6
					
Publishing	                     17,600	  Franklin Covey*	         158,400		0.4
					
Restaurant	                     47,500	  Applebees	             1,178,594		2.8
	                              138,680	  Buffets*	              1,369,465		3.3
			                                                             2,548,059		6.1
					
Trucking/Transportation	        37,400	  Werner Enterp.	          589,050		1.4
					
Human Resources	                59,700	  CDI Corp.*	            1,436,531		3.5
					
					
*Non-income producing		                   Total Common Stocks	 41,008,838	98.5
		                                         (Cost $44,801,613)			
					
Short-Term Investments					
					
Banking		         Wisc. Corp Cent. Cr. Union D Note	               211,147	0.5	
		               (4.6087% 12-31-2031, Cost $211,147)			
Drugs		           Warner Lambert Demand Note 	                      43,298	0.1	
		               (4.5700% 12-31-2031, Cost $43,298)	               254,445	0.6	
					
Total Investments(Cost $44,801,613)	                           41,263,283	99.1	
					
Other Assets and Liabilities			                                    371,658	0.9	
					
					
Net Assets			                                                41,634,936		100.0


At March 31, 1999, the net unrealized depreciation based on the cost of 
investments for income tax purposes of  $44,801,613 was $3,792,779.
 






Industry	                    Shares	Company	                   Market Value		%
					
Banks	                          930	Banc One	                      51,208		4.6
	                             4,000	Sovereign Bancorp	             49,000		4.4
			                                                               100,208		9.0
					
Building	                     2,330	Kaufman & Broad	               52,571		4.8
	                             1,360	Centex	                        45,390		4.1
			                                                                97,961		8.9
					
Computer Software	            1,800	Diebold	                       43,200		3.9
	                             1,800	Sterling Software*	            42,750		3.9
	                             3,280	Symantec*                     	55,555		5.0
			                                                              141,505		12.8
					
Energy	                         830	Columbia Energy	               43,368		3.9
					
Financial Services	             900	Countrywide Credit	            33,750		3.1
	                             2,400	MBNA Corp.	                    57,300		5.2
	                             2,650	Power Corp.	                   50,625		4.6
	                             1,100	Reliastar Financial 	          46,888		4.3
			                                                              188,563		17.2
					
Home Appliances	                900	Maytag	                        54,338		4.9
					
Home Furnishings	             2,510	Hon Industries	                55,063		5.0
					
Housewares	                   1,700	Premark Int'l	                 55,994		5.1
					
Industrial Services	          1,800	Manpower	                      42,075		3.8
					
Insurance	                    1,740	Conseco	                       53,723		4.9
	                               860	Washington Mutual	             35,153		3.2
			                                                                88,876		8.1
					
Office Equip./Supplies	       5,400	OfficeMax*	                    46,575		4.2
					
Retail	                       1,050	Ross Stores	                   46,003		4.2
	                             1,000	Sears Roebuck                 	45,188		4.1
	                             1,300	TJX Companies	                 44,200		4.0
			                                                              135,391		12.3
					
Thrifts	                      2,060	Dime Bancorp	                  47,766		4.3
					
*Non-income producing		                Total Common Stocks    $	1,097,683	99.6
		                                       (Cost $1,137,472)			
					
		                            Other Assets and Liabilities	          3,966	0.4
	
					                                           Net Assets  $	1,101,649		100.0


At March 31, 1999, the net unrealized depreciation based on the cost of 
investments for income tax purposes of $1,137,472 was $39,792.

 




 


                                          		Value &			Mid-Cap
		                                           Growth			Focus
ASSETS					
     Investments at Market Value,         41,263,278  1,097,680
(Identified Cost $44,801,612 and $1,137,472) (Note 1-A) 	$
     Cash & Equivalents		                      2,342		6,606	
     Dividends and Interest Receivable	       	6,848		1,575	
     Receivable for Securities Sold		        714,892		0	
     Receivable for Fund Shares Sold	        	20,890		0	
           Total Assets		                 42,008,250		1,105,861	
					
LIABILITIES					
     Distribution Payable		                      389		0	
     Administration Fee (Note 2)		            36,999		947	
     Management Fee (Note 2)	                	17,106		661	
     12B-1 Fees (Note 2)		                    30,700		2,352	
     Payable for Securities Purchased		      121,863		0	
     Payable for Fund Shares Purchased		     163,427		0	
     Other Liabilities	                       	2,831		255	
           Total Liabilities	               	373,315		4,215	
NET ASSETS	                             $	41,634,936		1,101,646	

(Applicable to 3,087,902 and 119,989 shares outstanding, $.0001 par value, 25 
million shares authorized each fund).					


NAV AND REPURCHASE PRICE PER SHARE		           13.48		9.18	
					
MAXIMUM OFFERING PRICE PER SHARE	             	14.12		9.61	
   (100/95.5 of net asset value)					

NET ASSETS 					
At March 31, 1999, net assets consisted of:					
 Capital Stock @ Par		                    58,157,145		1,161,663	
 Capital in Excess of Par		                  821,481		5,657	
Accum Net Realized Loss on Investments   	11,907,949  14,568	
Net Unrealized Depreciation on Investments	3,792,779		39,792
	
     	                                  $	41,634,936		1,101,646	
  
				
		                                    Value & Growth		Mid-Cap Focus 
INVESTMENT INCOME				
Dividends	                                 $	206,234		5,724
Interest	                                    	21,811		842
TOTAL INVESTMENT INCOME		                    228,045		6,566
				
EXPENSES				
Administrative Fee (Note 2)		                122,725		3,695
Management Fee (Note 2)		                    302,959		5,278
12B-1 Fees (Note 2)		                         75,740		1,320
TOTAL EXPENSES		                             501,424		10,293
				
NET INVESTMENT GAIN/(LOSS)		               (273,379)		(3,727)
				
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS				
Net Realized Loss from Sec Trans	        (6,575,035)		2,311
Incr/(Decr) in Unrealized Appreciation		   8,696,763 	155,013
				
NET GAIN/ (LOSS) ON INVESTMENTS		          2,121,728		157,324
				
NET INCREASE/(DECREASE) IN NET ASSETS				
    FROM OPERATIONS                     	$	1,848,349		153,597
 




					
 		                                   Value & Growth		Mid-Cap Focus
 
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:				

Net Investment Gain/(Loss)	              $	(275,195)		(3,998)
Net Realized Gain/(Loss) on Investments  (6,575,037)		2,311
Incr in Unrealized Appr on Investments		   8,696,763 	155,012

INCR/(DECR) IN NET ASSETS FROM OPERATIONS	 1,846,532		153,325
				
CAPITAL SHARE TRANSACTIONS: (a) 				
  Shares Sold		                           24,764,522		241,439
  Shares Redeemed		                       37,608,543		90,418

INCREASE FROM CAPITAL SHARE TRANSACTIONS(12,844,022)		151,021
				
TOTAL INCREASE IN NET ASSETS		          (10,997,489)		304,347
				
NET ASSETS				
  Beginning of Period		                   52,543,544		796,064
  End of Period                        	$	41,634,936		1,101,646
				
(a) CAPITAL SHARE TRANSACTIONS 				
  Shares Sold		                            6,473,271		149,035
  Shares Redeemed		                        2,653,384		10,288

TOTAL INCREASE IN SHARES		                 3,819,887		138,747
				
				
				
				
 	
                                    		Value & Growth		Mid-Cap Focus 
PER SHARE OPERATING PERFORMANCE					
NAV, BEGINNING OF PERIOD		                   $	13.45		7.76
					
INCOME FROM INVESTMENT OPERATIONS:					
Net Investment Income (Loss)			                (.07)		(.03)
Net Realized and Unrealized Gains/ (Losses)			   .10		1.45
TOTAL FROM INVESTMENT OPERATIONS:			             .03		1.42
					
NAV, END OF PERIOD		                         $	13.48		9.18
					
TOTAL RETURN FOR SIX MONTHS			                  0.2%		18.3%
					
RATIOS/SUPPLEMENTAL DATA					
Net Assets-End of Period 		             $	41,634,936		1,100,411
					
RATIOS TO AVERAGE NET ASSETS					
Expenses			                                      .84		.98
Net Investment Income (Loss)			                (.45)		(.26)
Portfolio Turnover Rate			                      97.6		103.0
Avg. Debt Per Share	                         $		None		None
Avg. amount of debt outstanding ($000)	      $		None		None
Avg. number of shares outstanding (000)			 4,066,555		114,320
 




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) and the Mid-Cap Focus Portfolio (the Mid-Cap Focus and 
formerly BlueChip Value Portfolio) are series of the Texas Capital Value 
Funds, Inc, collectively (the Funds).  V&G began investment operations on 
November 6, 1995, while Mid-Cap Focus began investment operations on 
March 18, 1998.  V&Gs investment objective is capital appreciation.  
Mid-Cap Focus investment objective is growth, with income a secondary 
consideration.  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.  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.

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.  Distributions to Shareholders.  Distributions from investment income 
and realized gains, if any, are recorded on the ex-dividend date.  Income 
distributions and capital gain distributions are determined in 
accordance with income tax regulations which may differ from 
generally accepted accounting principles.  These differences are 
primarily due to net operating losses and post-October capital losses.

E.  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, First Austin Capital Management, Inc.,
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 portfolios 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 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 of each series.   The Advisor bears most of the 
operating expenses of the Funds including legal, audit, printing, and insurance

Transactions with the Distributor
Choice Investments, Inc., was the Companys Distributor through 10/31/98 and 
clearing through Southwest Securities, was paid $7,740 in commissions for 
executing portfolio transactions for the Value & Growth Portfolio.  No 
commissions were paid to the Companys new Distributor, Rafferty Capital 
Management, Inc.

Distribution Agreement and Plan
The Funds have adopted a Distribution Plan pursuant to Rule 12b-1 under the 
1940 Act under which the Funds contract with registered broker-dealers and 
their agents to distribute shares of the Funds.  The Distributor received 
a fee, computed daily at an annual rate of .25% of the average daily 
net assets.  For the period ending March 31, 1999, the amounts paid to the 
Distributor were $75,740 and $1,320, for V&G and Mid-Cap Focus, 
respectively, plus charges for sales of the Funds shares in the amount 
$15,634.

3. PURCHASES AND SALES OF SECURITIES--For the period ended March 31, 1999 the 
cost of purchases and the proceeds from sales of securities, excluding 
short-term securities, were $567,869,148 and $71,625,244, respectively, 
for the Value & Growth Portfolio and $1,254,262 and $1,079,167 for Mid-Cap 
Focus Portfolio, respectively.

4. LINE OF CREDIT The Funds have a $9 million secured line of credit with 
Firstar Bank NA.  Borrowings under this arrangement bear interest at the 
banks prime rate.  At March 31, 1999, the Funds had no borrowings 
outstanding.  Based upon balances outstanding during the year, the weighted 
average interest rate was 0% and the weighted average amount outstanding was 
$0 for the Value & Growth Portfolio and $0 for the Mid-Cap Focus Portfolio.





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