DARUMA FUNDS INC
497, 1999-04-27
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April 23, 1999

Dear Shareholder: 

The stock market appears to be following 
along the same narrow, volatile track that
it has been over the past year as a limited
number of large-cap growth stocks continue 
to drive returns while small- and mid-cap
stocks continue to get dumped.   The S&P 500 
Index posted a 4.98% gain in the first quarter, 
while the S&P MidCap index, Russell 2500 Index
and Russell 2000 Index all ended in negative 
territory, down 6.4%, 4.7% and 5.4%, respectively. 
The Daruma Mid-Cap Value Fund ended the quarter
down 14.1%.   Its closing net asset value at March
31st was $10.19.   

The divergence between what's "hot" (the "nifty
twenty" large-cap growth stocks and the Internet
stocks) and what's "not" (small and mid-cap value
stocks) has never been so large in history by 
almost any measure, be it valuation, technicals 
or money flows.  Indexing and day trading have 
become self-fulfilling prophecies.  Investors are 
pouring money into large-cap stock index funds at 
a phenomenal rate, accounting for eighty-two percent 
of the $16 billion in new money going into mutual 
funds from January 1st through March 25th.   At the 
same time, the flows out of the smaller cap funds 
have been unprecedented.  Too many investors are 
chasing yesterday's winners at valuation levels that 
have gone through the stratosphere.  

For value investors in particular, this market has 
been a curse.  As investors (including many portfolio 
managers under pressure to deliver returns) continue 
to bid up the shares of the few "hot" stocks, value 
investing has taken a beating.  Some question whether 
value investing is dead.  We don't.  We believe that 
eventually wisdom will prevail over speculative excess.
In our experience those patient investors who have done 
their homework, choosing companies based on solid 
fundamentals and trading at reasonable prices will 
be handsomely rewarded. 

When that will happen we can't predict.  We don't 
want to underestimate the power of human emotions 
to cause valuations to overshoot on both the upside 
and the downside.  Even if the economy continues to 
do well any number of events in this volatile market 
(global unrest, political instability, currency 
devaluations, etc.) can trigger a fall.  If the 
market darlings suddenly correct, smaller stocks 
will not be immune.  However, they should be better 
situated for the inevitable rebound given their sound 
fundamentals and relatively cheap prices.

As fellow Daruma Fund shareholders we realize how 
frustrating it can be to watch the Fund go down while 
witnessing the Dow crossing 10,000 and the S&P 500 
Index delivering 5% returns.  We are determined, 
however, to stay the course and do what we do 
best-finding the 35 best stocks that meet our 
bottom-up value investment philosophy.

We thank you for your patience. 

Sincerely,

/s/
Mariko O. Gordon, CFA
President

All performance information is presented on a 
total return basis and reflects the reinvestment 
of distributions.  Past performance is no guarantee 
of future results.  Share prices will fluctuate, so 
that shares may be worth more or less than their 
original cost when redeemed.  The S&P MidCap, the 
S&P 500, the Russell 2500 and the Russell 2000 are 
unmanaged indices of domestic common stocks.





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