RCM CAPITAL FUNDS INC
N-30D, 1996-08-29
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<PAGE>
  [LOGO]
 
 SMALL CAP FUND
 
 SEMI-ANNUAL REPORT
 JUNE 30, 1996
<PAGE>


                              RCM SMALL CAP FUND
                 MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

     The value of an investment in the RCM Small Cap Fund (the "Fund") 
appreciated 19.98% over the six months ended June 30, 1996. In addition to 
registering strong absolute performance for the period, the Fund finished 
significantly ahead of the 10.36% return posted by its primary benchmark, the 
Russell 2000 Index.

     U.S. equities posted strong positive returns in the first half of 1996, 
extending the extraordinary gains of the prior year, and surprising many 
observers. Consensus expectations going into the year called for a slowing 
economic environment including low inflation and continued declines in 
interest rates. By early in the second quarter, however, signs of economic 
re-acceleration appeared, and inflation fears began to surface. Despite the 
shifting consensus macroeconomic outlook, equity mutual fund cash flows 
reached record levels in the first half of 1996, and the market for initial 
public offerings exploded. Stocks of all capitalizations participated in the 
advance, although small cap issues got off to a very weak start in the month 
of January. The relative strength of the small cap sector bottomed in 
February, and the Russell 2000 Index finished the first quarter just slightly 
behind the broader large cap market (as measured by the S&P 500 Stock Index). 
Small cap stocks continued to register strong gains in April and May and the 
Russell 2000 Index outperformed the S&P 500 Stock Index in the second quarter 
and the six month period overall, but the relative strength of the secondary 
cap sector versus large cap equities deteriorated markedly by the end of the 
first half. In addition to outperforming its primary benchmark, the Fund's 
performance for the year-to-date period through June 30, 1996 was 988 basis 
points ahead of the S&P 500's. Returns were aided by the growth stock focus 
of RCM Capital Management, L.L.C. ("RCM"), investment manager of the Fund. 
Growth investment styles significantly outperformed value styles in the first 
half of 1996.

     Industry strategies that were positive contributors to the Fund's 
relative performance in the first half included overweightings in the strong 
business services sector (10% versus 5% in the Russell 2000 Index) and in the 
leisure time products and services group (5% versus 3% in the benchmark). 
These strategic overweightings contributed approximately 120 basis points in 
relative performance for the period. Utilities, general finance and banking 
were lagging industry groups which were underweighted in the Fund, thereby 
adding to relative performance.

     On the negative side, overweighting the poorly performing 
electronics/new technology industry group hurt the Fund's relative 
performance in the first six months of 1996. This sector suffered from a 
prolonged inventory correction experience by semiconductor manufacturers and 
other technology

<PAGE>

component suppliers. Performance in the group came under additional pressure 
at the end of the first half as several technology companies announced that 
they would post disappointing earnings reports for the second quarter. The 
Fund's underweighted positioning in energy also had a modestly negative 
impact on relative performance for the period. Due to RCM's growth stock 
orientation, it is typical for the Fund to have only modest exposure in this 
sector. Although the Fund's average cash position of about 5% during the 
first half of 1996 was at the lower end of its "normal" range, cash had a 
negative impact on relative performance given the rising market environment.

     Stock picking was a much more important factor in the Fund's relative 
outperformance in the first half than was industry strategy. Individual stock 
selection within the electronics/new technology sector was actually a strong 
positive contributor to relative performance. The Fund's holdings in this 
group were up an aggregate of 13% versus a decline of approximately 4% for 
the Russell 2000 Index stocks in this group. During the first half of 1996, 
the Fund's major holdings in this industry included Computer Products (+85% 
total return during the period), Methode Electronics (+56%), and Allen Group 
(+41%). Stock selection in the health care services group also added to 
relative performance, owing to the Fund's meaningful positions in stocks such 
as Rural/Metro Corporation (+100%), Community Health Systems (+45%), and 
Orthodontic Centers of America (+54%). The Fund experienced positive 
contributions from stock picking in several additional industry groups during 
the first half, including technology services, drugs/hospital supplies, and 
business services.

     Negative stock selection was experienced in the computer and office 
equipment group. Relative performance was hurt in particular by a large drop 
in Micros Systems (-76%), causing the aggregate performance of RCM's holdings 
to fall well short of the total return of approximately 33% posted by the 
Russell 2000 Index stocks in this industry.

     Going into the second half of 1996, the equity investment environment 
turned quite treacherous. A series of stronger-than-expected economic 
releases generated fears that the Federal Reserve would be forced into a 
series of rate hikes to keep growth and inflation in tow. U.S. stocks 
suffered a violent correction in the first few weeks of July. As is typical, 
the small cap sector of the market has exhibited more volatility on the 
downside than have the larger cap universes during this corrective phase. RCM 
acknowledges that volatility in both directions may remain high in the near 
term, but believes that significant longer-term investment opportunities 
continue to exist in quality small capitalization growth stocks.

                                    Page 2
<PAGE>

RCM SMALL CAP FUND
PERFORMANCE SUMMARY
______________________________________________________________________________

$22,000
                                                                   $20,993
$20,000
                                                                   $19,596
$18,000

$16,000

$14,000

$12,000

$10,000

 $8,000
        --------------------------------------------------------------------
              1992           1993           1994           1995           1996

_____ RCM Small Cap Fund       ===== Russell 2000 Index


PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The chart above shows the performance of the RCM Small Cap Fund since the 
Fund's inception versus the Russell 2000 Index.# The chart represents a 
cumulative return of 109.93%+ for the Fund. The average annual total return 
from the Fund's inception was 20.37%*+. The chart assumes a hypothetical 
$10,000 initial investment in the Fund and reflects all Fund expenses.

AVERAGE ANNUAL TOTAL RETURNS+
JUNE 30, 1996

- -----------------------
 1 Year   |   Life of
          |    Fund*
- ----------|------------
 42.53%   |   20.37%
- -----------------------

The data above represents past performance of the Fund, and may not be 
indicative of future results. The investment return and principal value of an 
investment in the Fund will fluctuate, so that shares, when redeemed, may be 
worth more or less than their original cost.

#  The Russell 2000 Index is composed of the 2,000 smallest securities in the
   Russell 3000 Index, which is composed of 3,000 large U.S. companies by 
   market capitalization and represents approximately 98% of the U.S. equity 
   market.
+  Returns assume reinvestment of all dividends and capital gains 
   distributions at net asset value.
*  The Fund began operations on January 4, 1992.

                                    Page 3


<PAGE>

                          RCM CAPITAL FUNDS, INC.
                        STOCKHOLDER MEETING RESULTS

A Special Meeting of Stockholders of the RCM Capital Funds, Inc. (the 
"Company") was held on Tuesday, May 28, 1996. The number of shares issued, 
outstanding and eligible to vote as of April 18, 1996 (the "Record Date") was 
7,110,217. Present were 5,477,386 shares in person or represented by proxy, 
or 77.04% of the shares outstanding on the Record Date. The matters voted 
upon by stockholders and the resulting votes for each matter are presented 
below:

1. Each person nominated as a director was elected as set forth below:


                                    For           Withhold
                                -----------     ------------
          Kenneth E. Scott       5,109,781         332,162
          DeWitt F. Bowman       5,245,037         196,905
          Thomas S. Foley        4,910,846         531,097
          Frank P. Greene        5,109,781         332,162
          Pamela A. Farr         5,109,781         332,162
          George G.C. Parker     5,109,781         332,162


2. An Amendment to the Articles of Incorporation of the Company to reduce the 
   par value of the shares of the Company was approved: For: 4,849,864; 
   Against: 517,895; Abstain 74,184.

3. The selection by the Board of Directors of Coopers & Lybrand L.L.P. as 
   independent public accountants for the fiscal year ending December 31, 
   1996 was approved: For: 5,367,761; Against: 0; Abstain: 74,182.

In addition, certain matters were presented to the stockholders of the RCM 
Small Cap Fund (the "Fund") for approval or ratification. As of the Record 
Date, there were 2,950,841 shares of the Fund outstanding and eligible to 
vote. At the Special Meeting 2,306,393 shares were present in person or by 
proxy, or 78.16% of the shares outstanding on the Record Date. The matters 
voted upon by stockholders of the Fund and the resulting votes for each 
matter are presented below:

1. The new Investment Management Agreement between the Company, on behalf of 
   the Fund, and RCM Capital Management, L.L.C. was approved: For: 2,249,677; 
   Against: 0; Abstain: 43,811.

2. Certain revisions to the investment objectives of the Fund were approved: 
   For: 1,904,118; Against: 345,624; Abstain: 43,745.

3. A revision to the fundamental investment policies of the Fund regarding 
   investment in warrants was approved: For: 1,903,958; Against: 345,746; 
   Abstain: 43,783.


                                    Page 4
<PAGE>


                               RCM SMALL CAP FUND
                    INVESTMENTS IN SECURITIES AND NET ASSETS
                                 JUNE 30, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                % OF
SHARES                     EQUITY INVESTMENTS                 NET ASSETS    MARKET VALUE
- ------      -------------------------------------------       ----------    ------------
<S>         <C>                                               <C>           <C>
CONSUMER DURABLES SECTOR                                          1.36%

            AUTOMOTIVE RELATED                                    0.92%

  173,000   Tower Automotive Inc. *                                         $  4,238,500

            OTHER CONSUMER DURABLES                               0.44%

   66,500   AptarGroup Inc.                                                    2,011,625

CONSUMER NON-DURABLES SECTOR                                     11.04%

            FOOD AND FOOD PROCESSING                              0.73%

  201,100   UniMark Group Inc. *                                               3,343,288

            GENERAL RETAIL                                        1.58%

   20,000   Big B Inc.                                                           190,000
   92,400   Loehmann's Inc. *                                                  2,125,200
   99,000   Orchard Supply Hardware Stores Corp. *                             2,982,375
   55,000   Proffitt's Inc. *                                                  1,952,500
                                                                            ------------
                                                                               7,250,075
                                                                            ------------

            HOUSEHOLD/RELATED NON-DURABLES                        1.41%

  290,100   Armor All Products Corp.                                           4,315,238
  145,300   Guest Supply Inc. *                                                2,179,500
                                                                            ------------
                                                                               6,494,738
                                                                            ------------

            LEISURE TIME PRODUCTS/SERVICES                        7.32%

  233,600   Apple South Inc.                                                   6,248,800
  176,000   Bristol Hotel Co. *                                                5,720,000
  293,000   Cooker Restaurant Corp.                                            3,918,875
  247,500   Doubletree Corp. *                                                 8,786,250
  273,000   Interstate Hotels Co. *                                            6,074,250
  390,000   Uno Restaurant Corp. *                                             2,925,000
                                                                            ------------
                                                                              33,673,175
                                                                            ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                    Page 5

<PAGE>


                               RCM SMALL CAP FUND
                    INVESTMENTS IN SECURITIES AND NET ASSETS
                                 JUNE 30, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                % OF
SHARES                   EQUITY INVESTMENTS                   NET ASSETS    MARKET VALUE
- ------      -------------------------------------------       ----------    ------------
<S>         <C>                                               <C>           <C>
CYCLICAL/CAPITAL GOODS SECTOR                                    14.64%

            AEROSPACE/DEFENSE                                     1.26%

  327,000   Wyman-Gordon Co. *                                              $  5,804,250

            BUILDING AND CONSTRUCTION                             2.87%

  212,000   Jacobs Engineering Group Inc. *                                    5,591,500
   85,000   NCI Building Systems Inc. *                                        2,868,750
  225,000   Watsco Inc.                                                        4,725,000
                                                                            ------------
                                                                              13,185,250
                                                                            ------------

            CHEMICALS AND TEXTILES                                0.48%

   97,500   Osmonics Inc. *                                                    2,193,750

            INDUSTRIAL EQUIPMENT                                  2.44%

  100,000   Applied Power Inc. Class A                                         2,800,000
  222,000   Duriron Co. Inc.                                                   5,328,000
  125,000   Furon Co.                                                          3,093,750
                                                                            ------------
                                                                              11,221,750
                                                                            ------------

            RAW AND BASIC MATERIALS                               1.21%

  168,000   Commercial Metals Co.                                              5,586,000

            TRANSPORTATION SERVICES                               6.38%

  301,400   Covenant Transport Inc. Class A *                                  5,123,800
  303,000   Expeditors International of Washington Inc.                        9,393,000
  128,000   Heartland Express Inc. *                                           3,424,000
  172,900   Mark VII Inc. *                                                    3,479,613
  256,200   Railtex Inc. *                                                     6,597,150
   70,000   Swift Transportation Co. Inc. *                                    1,338,750
                                                                            ------------
                                                                              29,356,313
                                                                            ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                    Page 6

<PAGE>


                               RCM SMALL CAP FUND
                    INVESTMENTS IN SECURITIES AND NET ASSETS
                                 JUNE 30, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                % OF
SHARES                   EQUITY INVESTMENTS                   NET ASSETS    MARKET VALUE
- ------      -------------------------------------------       ----------    ------------
<S>         <C>                                               <C>           <C>
ENERGY SECTOR                                                     2.07%

            OIL AND RELATED SERVICES                              2.07%

   10,000   BJ Services Co. *                                               $    351,250
   12,000   Barrett Resources Corp. *                                            357,000
  109,000   Camco International Inc.                                           3,692,375
  270,000   Forcenergy Gas Exploration Inc. *                                  5,096,250
                                                                            ------------
                                                                               9,496,875
                                                                            ------------

HEALTHCARE SECTOR                                                21.88%

            DRUGS & HOSPITAL SERVICES                             8.51%

   35,500   Allergan Ligand Retinoid Theraputics Inc. *                        1,011,750
   53,100   Anesta Corp. *                                                       650,475
   79,500   Autoimmune Inc. *                                                    745,313
   26,000   Cardiac Pathways Corp. *                                             377,000
   50,250   Cyberonics Inc. *                                                    301,500
  182,800   Endosonics Corp. *                                                 3,267,550
  311,200   Gelman Sciences Inc. *                                             7,040,900
   24,500   IDEC Pharmaceuticals Corp. *                                         566,563
   38,500   ImmuLogic Pharmaceutical Corp. *                                     351,313
   66,100   LUNAR Corp. *                                                      2,280,450
   45,750   Magainin Pharmaceuticals Inc. * +                                    480,375
   33,000   MedImmune Inc. *                                                     561,000
   72,300   Penederm Inc. *                                                    1,229,100
  309,800   Physio-Control International Corp. *                               5,460,225
   89,000   SangStat Medical Corp. *                                           1,513,000
  107,700   Sepracor Inc. *                                                    1,615,500
   60,000   Sofamor/Danek Group Inc. *                                         1,665,000
   42,000   Virus Research Institute Inc. *                                      383,250
  282,000   VISX Inc. *                                                        9,623,250
                                                                            ------------
                                                                              39,123,514
                                                                            ------------

            DRUGS & HOSPITAL SUPPLIES                             0.20%

  143,000   Bone Care International Inc. *                                      929,500

            HEALTH CARE SERVICES                                 13.17%

   30,000   American HomePatient Inc. *                                        1,327,500

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                    Page 7

<PAGE>


                               RCM SMALL CAP FUND
                    INVESTMENTS IN SECURITIES AND NET ASSETS
                                 JUNE 30, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                % OF
SHARES                   EQUITY INVESTMENTS                   NET ASSETS    MARKET VALUE
- ------      -------------------------------------------       ----------    ------------
<S>         <C>                                               <C>           <C>
            HEALTH CARE SERVICES
            (CONTINUED)

  148,000   American Medical Response Inc. *                                $  5,217,000
   85,000   Arbor Health Care Co. *                                            2,316,250
  295,000   CIMA Labs Inc. *                                                   2,212,500
  206,000   Curative Technologies Inc. *                                       5,407,500
   70,000   Genesis Health Ventures Inc. *                                     2,196,250
   70,000   Harborside Healthcare Corp. *                                        717,500
  193,600   Home Health Corp. of America Inc. *                                2,625,700
  400,900   Maxicare Health Plans Inc. *                                       7,566,988
  264,000   Multicare Cos. Inc. *                                              5,016,000
  111,900   Orthodontic Centers of America Inc. *                              2,965,350
  181,100   Renal Treatment Centers Inc. *                                     5,206,625
  143,600   RoTech Medical Corp. *                                             2,800,200
  116,000   Rural/Metro Corp. *                                                3,973,000
  271,500   Summit Care Corp. *                                                5,973,000
    6,600   Total Renal Care Holdings Inc. *                                     278,850
   29,900   Transition Systems Inc. *                                            852,150
    8,700   Universal Health Services Inc., Class B *                            227,288
  165,000   Veterinary Centers of America Inc. *                               3,691,875
                                                                            ------------
                                                                              60,571,526
                                                                            ------------

INTEREST SENSITIVE SECTOR                                         6.34%

            BANKING                                               3.61%

  170,000   Community First Bankshares Inc.                                    3,995,000
  133,100   Silicon Valley Bancshares *                                        3,427,325
  145,000   Texas Regional Bancshares Inc. Class A                             3,625,000
  100,000   ValliCorp Holdings Inc.                                            1,700,000
   77,000   WestAmerica Bancorporation                                         3,869,250
                                                                            ------------
                                                                              16,616,575
                                                                            ------------

            GENERAL FINANCE                                       1.07%

  198,900   AMRESCO Inc. *                                                     3,406,163
   66,000   Oxford Resources Corp. *                                           1,534,500
                                                                            ------------
                                                                               4,940,663
                                                                            ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                    Page 8

<PAGE>


                               RCM SMALL CAP FUND
                    INVESTMENTS IN SECURITIES AND NET ASSETS
                                 JUNE 30, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                % OF
SHARES                   EQUITY INVESTMENTS                   NET ASSETS    MARKET VALUE
- ------      -------------------------------------------       ----------    ------------
<S>         <C>                                               <C>           <C>
            INSURANCE                                             1.66%

  192,000   American Travellers Corp. *                                     $  4,416,000
   48,000   CMAC Investment Corp.                                              2,760,000
   12,000   Executive Risk Inc.                                                  459,000
                                                                            ------------
                                                                               7,635,000
                                                                            ------------

SERVICES/MEDIA SECTOR                                            15.22%

            BUSINESS AND FOOD SERVICES                           12.36%

  555,000   Allied Waste Industries Inc. *                                     4,925,625
  101,000   Caribiner International Inc. *                                     3,244,625
  239,200   G & K Services Inc. Class A                                        6,817,200
  204,400   Inference Corp. Class A *                                          4,905,600
  221,000   Iron Mountain Inc. *                                               4,641,000
  214,000   Personnel Group of America, Inc. *                                 5,269,750
  492,000   Philip Environmental Inc. *                                        3,874,500
  158,000   The Registry Inc. *                                                4,621,500
  106,800   Renaissance Solutions Inc. *                                       3,030,450
   76,000   Romac International *                                              1,938,000
   12,000   SITEL Corp. *                                                        504,000
  335,000   Tetra Tech Inc. *                                                  6,700,000
   46,000   United Waste Systems Inc. *                                        1,483,500
   90,800   Unitog Co.                                                         2,565,100
   90,000   Wilmar Industries Inc. *                                           2,340,000
                                                                            ------------
                                                                              56,860,850
                                                                            ------------

            COMMUNICATION SERVICES                               2.06%

  102,500   American Mobile Satellite Corp . *                                 1,588,750
  102,000   Arch Communications Group Inc . *                                  1,899,750
   85,000   CommNet Cellular Inc . *                                           2,550,000
   83,000   Orbital Sciences Corp . *                                          1,348,750
   98,300   Tel-Save Holdings Inc. *                                           2,088,875
                                                                            ------------
                                                                               9,476,125
                                                                            ------------

            MEDIA SERVICES                                        0.80%
   83,000   Heritage Media Corp. Class A *                                     3,309,625
   15,000   Central European Media Entertainment Ltd. Class A *                  375,000
                                                                            ------------
                                                                               3,684,625
                                                                            ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                    Page 9

<PAGE>


                               RCM SMALL CAP FUND
                    INVESTMENTS IN SECURITIES AND NET ASSETS
                                 JUNE 30, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                % OF
SHARES                   EQUITY INVESTMENTS                   NET ASSETS    MARKET VALUE
- ------      -------------------------------------------       ----------    ------------
<S>         <C>                                               <C>           <C>
TECHNOLOGY SECTOR                                                23.81%

            COMPUTERS AND OFFICE EQUIPMENT                        4.53%

  410,000  Black Box Corp. *                                                $  9,737,500
  146,800  Comverse Technology Inc. *                                          4,477,400
  236,000  Micros Systems Inc. *                                               6,578,500
    8,405  Radius Inc. *                                                          23,114
                                                                            ------------
                                                                              20,816,514
                                                                            ------------

            ELECTRONICS AND NEW TECHNOLOGY                       13.92%

  322,000  Actel Corp. *                                                       5,957,000
   14,000  Allen Group Inc. *                                                    304,500
  168,000  Altron Inc. *                                                       3,402,000
  105,000  CP Clare Corp. *                                                    2,703,750
  785,000  Computer Products Inc. *                                           13,443,125
  225,000  Continental Circuits Corp. *                                        2,643,750
   71,000  Elantec Semiconductor Inc. *                                          639,000
  323,000  Kent Electronics Corp. *                                           10,093,750
  301,000  Methode Electronics Inc. Class A                                    5,117,000
  227,000  Network Equipment Technologies Inc. *                               4,823,750
  367,600  Network General Corp. *                                             7,903,400
  258,100  Sanmina Corp. *                                                     6,968,700
                                                                            ------------
                                                                              63,999,725
                                                                            ------------

            TECHNOLOGY SERVICES                                   5.36%

   72,000  Aspen Technologies Inc. *                                           3,960,000
  112,000  BISYS Group Inc. *                                                  4,228,000
   57,200  FileNet Corp. *                                                     2,087,800
   48,400  Integrated Systems Inc. *                                           1,939,025
    8,000  NETCOM On-line Communications Services Inc. *                         216,000
   67,000  PMT Services Inc. *                                                 1,917,875
   96,800  SPSS Inc. *                                                         2,420,000
  186,800  Unison Software Inc. *                                              4,716,700
  167,000  Wonderware Corp. *                                                  3,152,120
                                                                            ------------
                                                                              24,637,520
                                                                            ------------

TOTAL EQUITY INVESTMENTS
(COST $350,667,827)                                              96.36%      443,147,726
                                                                            ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                    Page 10

<PAGE>


                               RCM SMALL CAP FUND
                    INVESTMENTS IN SECURITIES AND NET ASSETS
                                 JUNE 30, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                % OF
SHARES                   EQUITY INVESTMENTS                   NET ASSETS    MARKET VALUE
- ------      -------------------------------------------       ----------    ------------
<S>         <C>                                               <C>           <C>

SHORT-TERM INVESTMENTS

            MONEY MARKET FUNDS                                    0.53%

 2,444,858  Seven Seas Series Money Market Fund                             $  2,444,858

 Principal  COMMERCIAL PAPER                                      2.17%
- -----------
10,000,000  General Electric Capital Corp.
            5.32% maturing 7/8/96                                              9,989,656
                                                                            ------------

TOTAL SHORT-TERM INVESTMENTS
(COST $12,434,514)                                                2.70%       12,434,514
                                                                            ------------

TOTAL INVESTMENTS (COST $363,102,341) **                         99.06%      455,582,240

            OTHER ASSETS LESS LIABILITIES                         0.94%        4,316,439
                                                                            ------------

            NET ASSETS                                          100.00%     $459,898,679
                                                                            ============
</TABLE>

________________
*  Non income-producing security.
** For Federal income tax purposes, cost is $364,305,259 and unrealized 
   appreciation (depreciation) of equity securities is as follows:

              Unrealized appreciation             $ 99,577,821
              Unrealized depreciation               (8,300,840)
                                                  ------------
              Net unrealized appreciation         $ 91,276,981
                                                  ============
+  Securities are registered pursuant to Rule 144A and may be deemed to be 
   restricted for resale.




    The accompanying notes are an integral part of the financial statements.

                                    Page 11

<PAGE>

                                   RCM SMALL CAP FUND
                         STATEMENT OF ASSETS AND LIABILITIES
                                     JUNE 30, 1996
                                       (UNAUDITED)


<TABLE>

<S>                                                                       <C>
ASSETS:
  Investments in securities, at value (cost $363,102,341) (Note 1)        $ 455,582,240
  Cash                                                                          572,100
  Receivable for Fund shares sold                                             6,491,381
  Receivable for securities sold                                              4,106,440
  Interest receivable                                                            55,230
  Dividends receivable                                                           45,440
                                                                          -------------
    Total Assets                                                            466,852,831
                                                                          -------------

LIABILITIES:
  Payable for securities purchased                                            5,797,283
  Payable for investment management fees (Note 4)                             1,046,680
  Payable for Fund shares repurchased                                            96,800
  Payable for custodian fees                                                     13,389
                                                                          -------------
    Total Liabilities                                                         6,954,152
                                                                          -------------
NET ASSETS                                                                $ 459,898,679
                                                                          -------------
                                                                          -------------

NET ASSET VALUE PER SHARE
  ($459,898,679 DIVIDED BY 33,776,658 shares outstanding)                 $       13.62
                                                                          -------------
                                                                          -------------

NET ASSETS CONSIST OF:
  Paid in capital                                                         $ 277,643,688
  Accumulated net investment loss                                            (1,104,077)
  Accumulated net realized gain on investments                               90,879,169
  Net unrealized appreciation of investments                                 92,479,899
                                                                          -------------
NET ASSETS                                                                $ 459,898,679
                                                                          -------------
                                                                          -------------


</TABLE>

    The accompanying notes are an integral part of the financial statements.

                               Page 12

<PAGE>

                                  RCM SMALL CAP FUND
                               STATEMENT OF OPERATIONS
                        FOR THE SIX MONTHS ENDED JUNE 30, 1996
                                    (UNAUDITED)


<TABLE>
<S>                                                              <C>
INVESTMENT INCOME:
  Income:
    Interest                                                     $    580,475
    Dividends                                                         519,255
                                                                 ------------
      Total income                                                  1,099,730
                                                                 ------------

  Expenses:
    Investment management fees (Note 4)                             2,176,107
    Custodian fees                                                     26,900
    Miscellaneous expenses                                                800
                                                                 ------------
      Total expenses                                                2,203,807
                                                                 ------------

        Net investment loss                                        (1,104,077)
                                                                 ------------


NET REALIZED AND UNREALIZED GAIN:
  Net realized gain on investments                                 71,220,838

  Net unrealized appreciation of investments                        8,043,337
                                                                 ------------

      Net realized and unrealized gain for the period              79,264,175
                                                                 ------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS             $ 78,160,098
                                                                 ------------
                                                                 ------------

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                               Page 13

<PAGE>

                                    RCM SMALL CAP FUND
                            STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>

                                                         Six months ended
                                                           June 30, 1996                Year ended
                                                            (Unaudited)              December 31, 1995
                                                         -----------------           -----------------
<S>                                                      <C>                         <C>
OPERATIONS:
  Net investment loss                                      $  (1,104,077)             $    (978,987)
  Net realized gain on investments                            71,220,838                 63,212,427
  Net unrealized appreciation on investments                   8,043,337                 66,594,922
                                                           -------------              -------------
  Net increase in net assets resulting from operations        78,160,098                128,828,362

DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net realized gain on investments (Note 1)                            -                (47,579,854)

NET DECREASE FROM CAPITAL SHARE TRANSACTIONS (NOTE 2)        (27,828,088)               (87,329,307)
                                                           -------------              -------------

NET INCREASE (DECREASE) IN NET ASSETS                         50,332,010                 (6,080,799)

NET ASSETS:
  Beginning of period                                        409,566,669                415,647,468
                                                           -------------              -------------
  End of period                                            $ 459,898,679              $ 409,566,669
                                                           -------------              -------------
                                                           -------------              -------------

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                               Page 14

<PAGE>

                                    RCM SMALL CAP FUND
                                   FINANCIAL HIGHLIGHTS


Selected data for each share of capital stock outstanding for the four years 
ended December 31, 1995 and the six months ended June 30, 1996 are as follows:

<TABLE>
<CAPTION>

                                                Six months ended                        Year Ended December 31,
                                                  June 30, 1996      ------------------------------------------------------------
                                                 (Unaudited) (a)        1995             1994            1993             1992
                                                -----------------    ----------       ----------      ----------       ----------
<S>                                             <C>                  <C>              <C>             <C>              <C>
PER SHARE OPERATING PERFORMANCE: (b)
  Net asset value, beginning of period              $   11.35        $   9.42         $   10.41       $   10.15        $    8.33
                                                    ---------        --------         ---------       ---------        ---------
  Net investment income (loss)                          (0.03)          (0.04)            (0.04)          (0.00)            0.03
  Net realized and unrealized gain (loss)
    on investments                                       2.30            3.21             (0.20)           0.91             1.82
                                                    ---------        --------         ---------       ---------        ---------
  Net increase (decrease) in net asset value
    resulting from investment operations                 2.27            3.17             (0.24)           0.91             1.85
                                                    ---------        --------         ---------       ---------        ---------
  Distributions:
    Net investment income                               (0.00)          (0.00)            (0.00)          (0.00)           (0.03)
    Net realized gain on investments                    (0.00)          (1.24)            (0.75)          (0.65)           (0.00)
                                                    ---------        --------         ---------       ---------        ---------
      Total distributions                               (0.00)          (1.24)            (0.75)          (0.65)           (0.03)
                                                    ---------        --------         ---------       ---------        ---------

NET ASSET VALUE, END OF PERIOD                      $   13.62       $   11.35         $    9.42       $   10.41        $   10.15
                                                    ---------        --------         ---------       ---------        ---------
                                                    ---------        --------         ---------       ---------        ---------

TOTAL RETURN (c)                                        19.98%          34.08%            (2.16%)          9.20%           22.14%
                                                    ---------        --------         ---------       ---------        ---------
                                                    ---------        --------         ---------       ---------        ---------
RATIOS AND SUPPLEMENTAL DATA:

Average commission rate paid per share              $ 0.05444       $ 0.05421                 -               -                -
                                                    ---------        -------- 
                                                    ---------        --------         

Net assets, end of period (in 000's)                $ 459,899       $ 409,567         $ 415,647       $ 660,049        $ 457,994
                                                    ---------        --------         ---------       ---------        ---------
                                                    ---------        --------         ---------       ---------        ---------

Ratio of expenses to average net assets                   1.0% (d)        1.0%              1.1%            0.9%             0.7%
                                                    ---------        --------         ---------       ---------        ---------
                                                    ---------        --------         ---------       ---------        ---------
Ratio of net investment income (loss) to
  average net assets                                     (0.5%)(d)       (0.2%)            (0.3%)           0.0%             0.4%
                                                    ---------        --------         ---------       ---------        ---------
                                                    ---------        --------         ---------       ---------        ---------

Portfolio turnover                                       56.1% (e)       83.9%            117.7%           80.0%            72.0%
                                                    ---------        --------         ---------       ---------        ---------
                                                    ---------        --------         ---------       ---------        ---------
</TABLE>
- -----------------
(a) On June 14, 1996, RCM Capital Management, L.L.C. became the investment 
    manager (see Note 4).
(b) Stock split 12:1 at the close of business on June 17, 1996 (see Note 2).  
    All prior period per share amounts were restated to reflect the stock split.
(c) Total return measures the change in value of an investment over the 
    period indicated.
(d) Annualized.
(e) Not annualized.

    The accompanying notes are an integral part of the financial statements.

                               Page 15

<PAGE>

                                RCM SMALL CAP FUND
                            NOTES TO FINANCIAL STATEMENTS
                                   JUNE 30, 1996
                                    (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

   RCM Small Cap Fund (the "Fund") is a diversified series of RCM Capital 
   Funds, Inc. (the "Company"). The Company is organized as a Maryland 
   corporation and is registered under the Investment Company Act of 
   1940, as amended, as an open-end management investment company.

   The following is a summary of significant accounting policies consistently 
   followed by the Fund in the preparation of its financial statements.  The 
   policies are in conformity with generally accepted accounting principles 
   which require management to make estimates and assumptions that affect the 
   reported amount of assets and liabilities.

   a.  SECURITIES VALUATIONS:

   Investment securities are stated at fair market value.  Equity securities 
   traded on stock exchanges are valued at the last sale price on the 
   exchange or in the principal over-the-counter market in which such 
   securities are traded as of the close of business on the day the 
   securities are being valued.  If there has been no sale on such day, then 
   the security will be valued at the closing bid price on such day.  If no 
   bid price is quoted on such day, then the security will be valued by such 
   method as the Board of Directors of the Company in good faith deems 
   appropriate to reflect its fair market value.  Readily marketable 
   securities traded only in the over-the-counter market that are not listed 
   on the National Association of Securities Dealers, Inc. Automated 
   Quotation System or similar foreign reporting service will be valued at 
   the mean bid price, or such other comparable sources as the Board of 
   Directors of the Company deems appropriate to reflect their fair market 
   value. Other portfolio securities held by the Fund will be valued at 
   current market value, if current market quotations are readily available 
   for such securities.  To the extent that market quotations are not readily 
   available, such securities will be valued by whatever means the Board of 
   Directors of the Company in good faith deems appropriate to reflect their 
   fair market value.

   Short-term investments with a maturity of 60 days or less are valued at 
   amortized cost, which approximates market value.

   b.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME:

   Security transactions are recorded as of the date of purchase or sale. 
   Realized gains and losses on security transactions are determined on 
   identified cost basis for both financial statement and federal income tax 
   purposes.  Interest income and expenses are accrued daily.

   c.  FEDERAL INCOME TAXES:

   It is the policy of the Fund to comply with the requirements for 
   qualification as a "regulated investment company" under the Internal 
   Revenue Code of 1986, as amended (the "Code").  It is also the intention 
   of the Fund to make distributions sufficient to avoid imposition of any 
   excise tax under Section 4982 of the Code.  Therefore, no provision has 
   been made for Federal or excise taxes on income and capital gains.

                                    Page 16

<PAGE>

                               RCM SMALL CAP FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                  (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   d.  DISTRIBUTIONS:

   Distributions to shareholders are recorded by the Fund on the ex-dividend 
   date. Income and capital gain distributions are determined in accordance 
   with Federal income tax regulations which may differ from generally 
   accepted accounting principles.  These differences are primarily due to 
   differing treatments of income and gains on various investment securities 
   held by the Fund and timing differences.

2. CAPITAL SHARES

   At June 30, 1996, there were 1,000,000,000 shares of the Company's common 
   stock authorized, at $0.0001 par value.  Of this amount, 100,000,000 were 
   classified as shares of the Fund; 300,000,000 were classified as shares of 
   RCM Growth Equity Fund; 100,000,000 were classified as shares of RCM 
   International Growth Equity Fund A; and 500,000,000 shares remain 
   unclassified. As of the close of business on June 17, 1996, each 
   outstanding share of capital stock of the Fund was split into 12 shares of 
   capital stock, resulting in a total of 33,476,643 outstanding shares of 
   capital stock of the Fund. Transactions in capital shares for the Fund 
   shown below were retroactively restated to reflect the stock split:

                      CAPITAL SHARE TRANSACTIONS


                                          Six months ended June 30, 1996
                                                   (Unaudited)
                                        -----------------------------------
                                           Shares                 Amount
                                        ------------           ------------
Shares sold                               3,564,953            $ 45,891,938
Shares repurchased                       (5,869,923)            (73,720,026)
                                        ------------           -------------
Net decrease                             (2,304,970)           $(27,828,088)
                                        ============           =============

                                            Year ended December 31, 1995
                                        ------------------------------------
                                           Shares                 Amount
                                        ------------           -------------
Shares sold                               6,672,852            $  75,194,368
Shares issued in connection with
  reinvestment of distributions           4,215,828               46,437,296
Shares repurchased                      (18,943,232)            (208,960,971)
                                        ------------           --------------
Net decrease                             (8,054,552)           $ (87,329,307)
                                        ============           ==============

   At June 30, 1996, five shareholders held more than 5% of the outstanding 
   shares of the Fund individually and 46% in aggregate.

                                    Page 17

<PAGE>

                               RCM SMALL CAP FUND
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                  (UNAUDITED)

3. PURCHASES AND SALES OF SECURITIES

   Purchases and sales proceeds of investment securities by the Fund, 
   excluding short-term securities, aggregated $233,529,566 and $269,866,788, 
   respectively, for the six months ended June 30, 1996.

4. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

   On June 14, 1996, all of the outstanding general and limited partnership 
   interests in the Fund's investment manager, RCM Capital Management, a 
   California Limited Partnership ("Old RCM"), were acquired by RCM Capital 
   Management, L.L.C. ("RCM"), a wholly owned subsidiary of Dresdner Bank AG, 
   an international banking organization headquartered in Frankfurt, Germany. 
    Because the transaction may have constituted an "assignment" of the 
   Fund's management agreement with Old RCM under the Investment Company Act 
   of 1940, and thus a termination of such management agreement, the Fund 
   sought and obtained prior approval of a new management agreement from the 
   Company's Board of Directors and from the Fund's stockholders at a special 
   meeting of stockholders of the Company held on May 28, 1996. The terms of 
   the new management agreement are substantially the same as those of the 
   previous management agreement.

   RCM manages the Fund's investments and provides various administrative 
   services, subject to the authority of the Board of Directors.  The Fund 
   paid investment management fees quarterly to RCM at a rate of 1/4 of 1% 
   (approximately 1% on an annual basis) of the average net assets of the 
   Fund during the preceding quarter.  For the six months ended June 30, 
   1996, the Fund recorded investment management fees aggregated $2,176,107. 
   As discussed above, the stockholders approved a new investment management 
   agreement between the Company, on behalf of the Fund, and RCM.  Pursuant 
   to this new investment management agreement, the Fund pays investment 
   management fees monthly at an annualized rate of 1.0% of the Fund's 
   average daily net assets beginning July 1, 1996.

   The RCM Capital Management Profit Sharing Plan, participation in which is 
   limited to employees of RCM, owned 312,910 shares of the Fund on June 30, 
   1996.

                                    Page 18



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