DARUMA FUNDS INC
497, 1999-02-01
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February 1, 1999


Dear <14Salutation>:

Thank you for your interest in the Daruma Mid-Cap Value Fund.  For the year
 ended December 31, 1998, the Fund was down 6%.  The Russell 2500, a mid-cap
 benchmark ended the year up slightly at +.38% and the Russell 2000 was also
 down 2.6%.  It was a tough year for the small- and mid-cap stocks, and for
 value stocks in particular.  We believe the worst may be behind us and if
 so, this may be a good time for long term investors to buy. 

The Daruma Fund is 100% no-load.  No sales commissions and 12b-1 fees are
 charged to you, so that all of your money goes to work for you immediately.
  The minimum initial investment in the Fund is $1,000; $500 for retirement
 and Uniform Gift to Minors (UGMA) accounts.
We launched the Daruma Fund to offer an investment vehicle to individuals who
 wanted to benefit from the same investing expertise we provide to our
 institutional clients. We are value investors, who seek to generate
 consistent long-term returns by purchasing companies that are undervalued
 and changing for the better.  This approach is well-suited to the patient
 investor with a long time horizon who wants to participate in the superior
 returns offered by the stock market, and who also understands that both 
individual stock prices and the market overall can decline.

We have an experienced team as well as a corporate culture that puts our
 clients and the Fund's shareholders first.  Please read our brochure and
 prospectus, which will tell you all that you need to know before deciding
 whether to invest with us.  We invite you to join us as fellow shareholders.

Sincerely,


Mariko O. Gordon, CFA
President

P.S.  To find out what a Daruma is you must read the enclosed!

**The Russell 2500 and Russell 2000 are unmanaged indices.  All performance
 results are stated gross of fees and include the reinvestment of dividends
 and capital gains.  Past performance is not an indication of future results.



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