FIDUCIARY CAPITAL GROWTH FUND INC
N-30D, 1996-08-12
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                                QUARTERLY REPORT
                                 JUNE 30, 1996

                                   FIDUCIARY
                                 CAPITAL GROWTH
                                   FUND, INC.

                                   A NO-LOAD
                                  MUTUAL FUND

                                   FIDUCIARY
                                 CAPITAL GROWTH
                                   FUND, INC.

                                                                  August 5, 1996
Dear Fellow Shareholder:

  The June quarter saw virtually all stock market indices hitting new all-time
highs.  The road to new highs, however, was characterized by some interesting
twists and turns.  In the large cap area, there was a pronounced move to what
historically have been viewed as the more defensive stocks, e.g. food, drugs and
consumer non-durables.  The small-cap sector, conversely, played host to some
speculative excesses not seen in a number of years.  The Fund increased 3.7% for
the quarter, and 5.6% for the six months ended June 30, 1996.

  The volume of initial public offerings (IPOs) surged to a record $18.6
billion in the second quarter, 50% greater than the previous record set in the
fourth quarter of 1995.  Many of the IPOs were issued at prices above their
initial filing prices and promptly moved up substantially in price, this despite
limited operating histories, almost no revenues, and sizable operating losses
for the companies.  In recent weeks the market's appetite for these offerings
has waned somewhat.

  Reflective of a cooling of the speculative juices are significant declines in
many "story" stocks, as well as corrections in numerous stocks where there has
been some fundamental disappointment.   Characteristic of the stock market in
recent years have been rolling corrections, where individual stocks, or industry
groups, have corrected in a generally benign overall market environment.   This
has been the case over the past few quarters.  With a modest rise in investor
skepticism, combined with a lack of interest in the "value" sector of the
market, we are seeing more stocks coming into view as potential purchase
candidates.   Greater investor discernment generally helps value, and we expect
investors to become more discerning in coming quarters.

  The economy continues to display resilience, with better than expected final
demand on the part of the consumer.  Our view remains that the most serious
threat to a fairly valued market is a flattening or possible downturn in overall
corporate earnings, but recent employment growth, and the bond market's adverse
reaction, raise the specter of higher interest rates, another market negative.

  An update on some of the themes on which we have focused during the past year
follows:

TECHNOLOGY

  A year ago in this letter we discussed technology stocks and our opinion that
several sectors, particularly semiconductor, networking and software, appeared
to be extremely overvalued.  Although we had little exposure to the most
distended sectors, even the more conservative names were sporting aggressive
multiples, and we therefore took the opportunity to realize some profits in July
and August of 1995.  Since Fall of last year, a number of technology stocks,
especially in the semiconductor area, have had dramatic corrections.
Semiconductor indices are down over 40%, with many stocks down in excess of 50%.
Internet related and more speculative issues have dropped by over 40%.
Corrections in the networking and software areas have been much more selective,
with individual earnings disappointments treated severely while unblemished
stories remain at very high valuations.

  The correction in technology stocks creates a more favorable investment
climate and we have been buying selectively in recent months.  We still view
this area with some trepidation, however.   Highly visible names such as Intel,
Oracle, Microsoft and Cisco remain relatively unscathed by the downdraft.  If
any of these or other bellwether technology stocks stumble, there will likely be
another leg down in the group.  Fundamentally, growth rates have slowed
dramatically in DRAMs, logic and passives.  The PC market is slowing and
telecommunications isn't growing as expected.  Uncertainty reigns as investors
try to figure out how long this cyclical downturn is likely to last.  As
valuations better reflect this uncertainty, additional investment opportunities
will occur.  We believe that there will continue to be areas of substantial
growth in high technology companies.

CONSUMER CREDIT

  The growing consumer debt burden, and the potential effect on the economy of
the process of reliquefying consumers' balance sheets, has been a concern for
several quarters.   Total consumer credit is now equal to almost 100% of
disposable personal income (Chart A).  The proliferation of credit cards has
been a particular concern, and that appears to be an important factor in a
significant rise in personal bankruptcies.  Personal bankruptcy filings are up
25% over the past year, and are at levels reached in the aftermath of the 1990-
91 recession.   And these filings seem to be coming with little warning.
Outstanding credit card balances total about $366 billion, double the 1991
level, and delinquencies are at a 15-year high.  While part of the growth in
card balances can be attributed to convenience usage (how many free airline
miles do you have?), there appears to be a segment of the population which is
maintaining lifestyle through expanded use of credit card balances.  Upward
pressure on interest rates could be particularly dangerous to consumers burdened
by record debt, accumulated during a competitive rate environment.

CHART A
HOUSEHOLD DEBT AS A % OF DISPOSABLE PERSONAL INCOME

December 1972                    61.1735
March 1973                       61.2331
June 1973                        61.8382
September 1973                   62.4321
December 1973                    61.6114
March 1974                       61.3765
June 1974                        62.5847
September 1974                   62.1231
December 1974                    62.0244
March 1975                       61.4581
June 1975                        59.2187
September 1975                   60.4185
December 1975                    60.4730
March 1976                       59.7014
June 1976                        60.8605
September 1976                   61.3737
December 1976                    62.1025
March 1977                       62.2799
June 1977                        63.3633
September 1977                   64.0630
December 1977                    65.0338
March 1978                       64.5895
June 1978                        85.1767
September 1978                   66.4222
December 1978                    67.1514
March 1979                       66.7738
June 1979                        68.0160
September 1979                   68.6862
December 1979                    68.8385
March 1980                       67.9771
June 1980                        68.5323
September 1980                   68.0529
December 1980                    67.1992
March 1981                       65.7445
June 1981                        66.6628
September 1981                   65.7398
December 1981                    66.0719
March 1982                       65.8154
June 1982                        65.3563
September 1982                   64.9918
December 1982                    65.3555
March 1983                       64.3027
June 1983                        64.7848
September 1983                   65.3560
December 1983                    65.8832
March 1984                       64.6791
June 1984                        65.2966
September 1984                   65.7352
December 1984                    67.4655
March 1985                       69.1822
June 1985                        69.8783
September 1985                   72.0163
December 1985                    73.7093
March 1986                       72.8271
June 1986                        74.3426
September 1986                   76.0670
December 1986                    78.2274
March 1987                       77.1049
June 1987                        80.1849
September 1987                   80.7480
December 1987                    80.2610
March 1988                       79.7727
June 1988                        80.7408
September 1988                   81.0955
December 1988                    82.0667
March 1989                       81.0749
June 1989                        82.1018
September 1989                   83.1476
December 1989                    84.3247
March 1990                       83.9222
June 1990                        84.5874
September 1990                   84.9330
December 1990                    85.8347
March 1991                       85.6613
June 1991                        85.7703
September 1991                   85.9275
December 1991                    86.5603
March 1992                       85.1298
June 1992                        84.6935
September 1992                   85.6202
December 1992                    84.8763
March 1993                       85.7534
June 1993                        85.6859
September 1993                   86.9249
December 1993                    87.2760
March 1994                       88.7797
June 1994                        88.1120
September 1994                   88.9837
December 1994                    90.0218
March 1995                       89.4938
June 1995                        90.9456
September 1995                   91.9583
December 1995                    92.8163
March 1996                       92.4127

Sources: Federal Reserve Board; Bureau of Economic Analysis; Crandall, Pierce &
Company

CORPORATE EARNINGS

  The updated chart showing trailing four quarter earnings for the S&P 500
(Chart B) reveals 4th quarter 1995 earnings were down 14% from the year earlier,
with the economy up a modest .5% as measured by real GDP.  In a stronger first
quarter (GDP +2.2%) earnings rose .1%, and it appears as though second quarter
earnings growth will be sluggish, in spite of strong GDP growth.  This
lackluster earnings pattern in the face of apparently strong economic results
reinforces earlier concerns that the margin improving "rabbits" are pretty much
"out of the hat" as far as corporate earnings are concerned.  While it remains
to be seen, a cyclical peak in earnings may well have occurred in 1995.

CHART B
STANDARD & POOR'S 500 EARNINGS

December 1981                      15.36
March 1982                         14.81
June 1982                          14.17
September 1982                     13.56
December 1982                      12.64
March 1983                         12.42
June 1983                          12.59
September 1983                     13.30
December 1983                      14.03
March 1984                         15.26
June 1984                          16.20
September 1984                     16.56
December 1984                      16.64
March 1985                         16.39
June 1985                          15.61
September 1985                     15.23
December 1985                      14.61
March 1986                         14.52
June 1986                          14.71
September 1986                     14.85
December 1986                      14.48
March 1987                         15.10
June 1987                          14.42
September 1987                     15.86
December 1987                      17.50
March 1988                         18.59
June 1988                          21.67
September 1988                     22.73
December 1988                      23.75
March 1989                         24.96
June 1989                          25.22
September 1989                     23.69
December 1989                      22.87
March 1990                         21.67
June 1990                          21.26
September 1990                     21.74
December 1990                      21.34
March 1991                         20.94
June 1991                          19.41
September 1991                     17.82
December 1991                      15.97
March 1992                         16.19
June 1992                          17.05
September 1992                     18.04
December 1992                      19.09
March 1993                         19.84
June 1993                          19.33
September 1993                     20.41
December 1993                      21.89
March 1994                         22.71
June 1994                          25.20
September 1994                     27.33
December 1994                      30.65
March 1995                         32.55
June 1995                          34.43
September 1995                     35.15
December 1995                      33.96
March 1996                         34.05

Sources: Standard & Poor's Corporation  Copyright 1996 Crandall, Pierce &
Company

  We continue to emphasize holdings where we feel comfortable with the earnings
outlook, and especially where we feel that the stock price reflects reasonable
expectations for a company.

  Thank you for your continuing confidence in Fiduciary Capital Growth Fund,
Inc.

Sincerely,


/s/ Ted D. Kellner               /s/ Donald S. Wilson

Ted D. Kellner, C.F.A.           Donald S. Wilson, C.F.A.
President                        Vice President

             225 E. Mason St. o Milwaukee, WI  53202 o 414-226-4555

FIDUCIARY CAPITAL GROWTH FUND, INC.
STATEMENT OF NET ASSETS
JUNE 30, 1996 (UNAUDITED)
                                                                     QUOTED
 PRINCIPAL AMOUNT OR                                                 MARKET
 SHARES                                                           VALUE (B)<F2>
- -------                                                            --------

LONG-TERM INVESTMENTS -- 92.0% (A)<F1>
COMMON STOCKS -- 87.7% (A)<F1>

          BANKS/SAVINGS & LOANS -- 4.2%
 14,000   Banknorth Group, Inc. (Del.)                             $479,500
 52,000   Marshall & Ilsley Corp.                                 1,443,000
                                                                 ----------
                                                                  1,922,500

          CHEMICAL/SPECIALTY MATERIALS -- 0.9%
 12,000   Minerals Technologies Inc.                                411,000

          COMPUTERS -- 2.6%
 42,000   Stratus Computer, Inc.                                  1,218,000

          CONSUMER SERVICES -- 3.2%
  2,100   Grey Advertising Inc.                                     464,100
 21,000   Jostens, Inc.                                             414,750
 18,000   Roto-Rooter, Inc.                                         621,000
                                                                 ----------
                                                                  1,499,850

          DISTRIBUTION -- 5.5%
 17,000   Arrow Electronics, Inc.                                   733,125
 34,000   Black Box Corp.                                           807,500
 26,500   Fisher Scientific
            International Inc.                                      993,750
                                                                 ----------
                                                                  2,534,375

          ELECTRONICS -- 2.9%
 31,600   Measurex Corp.                                            924,300
 25,000   Methode Electronics, Inc.                                 425,000
                                                                 ----------
                                                                  1,349,300

          ENERGY/ENERGY SERVICES -- 4.2%
 45,000   Burlington Resources Inc.                               1,935,000

          HEALTH INDUSTRIES -- 8.7%
 72,000   Biomet, Inc.                                            1,035,000
 20,000   Dentsply International Inc.                               850,000
 48,800   Haemonetics Corp.                                         890,600
 25,000   Perrigo Co.                                               281,250
 38,000   Sybron International Corp.                                950,000
                                                                 ----------
                                                                  4,006,850

          INDUSTRIAL SERVICES -- 1.0%
 21,000   W. H. Brady Co.                                           467,250

          INSURANCE -- 8.4%
 16,300   CapMAC Holdings Inc.                                      464,550
 47,000   John Alden Financial Corp.                              1,039,875
  8,500   MGIC Investment Corp.                                     477,062
 48,000   Old Republic
            International Corp.                                   1,032,000
 19,000   Progressive Corp. (Ohio)                                  878,750
                                                                 ----------
                                                                  3,892,237

          LEISURE/RESTAURANTS -- 2.6%
128,500   Ryan's Family
            Steak Houses, Inc.                                    1,188,625

          MISCELLANEOUS BUSINESS SERVICES -- 2.2%
 35,000   G & K Services, Inc.                                      997,500

          MISCELLANEOUS FINANCE -- 3.4%
 46,400   Federal National
            Mortgage Association                                  1,554,400
          
          MISCELLANEOUS TECHNOLOGY
            MANUFACTURING -- 6.7%
 22,500   Corning Inc.                                              863,437
 28,700   General Instrument Corp.                                  828,713
 19,600   Raychem Corp.                                           1,408,750
                                                                 ----------
                                                                  3,100,900

          PAPER/PACKAGING -- 2.3%
 21,800   Liqui-Box Corp.                                           654,000
 22,000   Wausau Paper Mills Co.                                    434,500
                                                                 ----------
                                                                  1,088,500

          POLLUTION CONTROL -- 4.0%
 58,000   Browning-Ferris
            Industries, Inc.                                      1,682,000
 33,000   Harding Lawson
            Associates Group, Inc.                                  193,875
                                                                 ----------
                                                                  1,875,875

          PRINTING/PUBLISHING/FORMS -- 3.5%
 46,000   Deluxe Corp.                                            1,633,000

          PRODUCER MANUFACTURING -- 9.9%
  8,000   Bandag, Inc. Class A                                      375,000
 30,000   Belden Inc.                                               900,000
 46,000   Pall Corp.                                              1,109,750
 57,000   Regal-Beloit Corp.                                      1,125,750
 57,000   Watts Industries, Inc.                                  1,061,625
                                                                 ----------
                                                                  4,572,125

          RETAIL TRADE -- 5.7%
 53,000   Casey's General Stores, Inc.                            1,053,375
 90,000   Family Dollar Stores, Inc.                              1,563,750
                                                                 ----------
                                                                  2,617,125

          SOFTWARE/SERVICE -- 5.8%
 58,000   Mentor Graphics Corp.                                     942,500
 43,600   SunGard Data Systems Inc.                               1,749,450
                                                                 ----------
                                                                  2,691,950

          RIGHTS/WARRANTS -- 0.0%
  1,297   Windmere Corp.
            Warrants, 01/19/98                                        7,296
                                                                 ----------
          Total common stocks                                    40,563,658

U. S. TREASURY NOTES -- 4.3% (A)<F1>
$2,000,000 U. S. Treasury Notes,
            4.375%, 08/15/96                                      1,997,500
                                                                 ----------
          Total long-term
            investments                                          42,561,158
SHORT-TERM INVESTMENTS -- 7.9% (A)<F1>

          VARIABLE RATE DEMAND NOTES
$1,335,531 Johnson Controls, Inc.                                $1,335,531
2,300,000 Wisconsin Electric
            Power Company                                         2,300,000
                                                                 ----------
          Total short-term
            investments                                           3,635,531
                                                                  ---------

          Total investments                                      46,196,689
          Cash and receivables, less
            liabilities -- 0.1% (A)                                  44,554
                                                                 ----------
          NET ASSETS                                            $46,241,243
          Net Asset Value Per Share
            ($0.01 par value,
            10,000,000 shares
            authorized), offering
            and redemption price
            ($46,241,243 / 2,179,363
            shares outstanding)                                      $21.22
                                                                    -------
                                                                    -------

  (a)<F1>Percentages of various classifications relate to net assets.
  (b)<F2>Each security, excluding short-term investments, is valued at the last
sale price reported by the principal security exchange on which the issue is
traded, or if no sale is reported, the latest bid price.  Securities which are
traded over-the-counter are valued at the latest bid price.  Short-term
investments are valued at cost which approximates quoted market value.

                      FIDUCIARY CAPITAL GROWTH FUND, INC.
                             225 East Mason Street
                          Milwaukee, Wisconsin  53202

                               BOARD OF DIRECTORS
                                 TED D. KELLNER
                                THOMAS W. MOUNT
                                DONALD S. WILSON

                               INVESTMENT ADVISER
                               AND ADMINISTRATOR
                           FIDUCIARY MANAGEMENT, INC.
                             225 East Mason Street
                          Milwaukee, Wisconsin  53202

                           CUSTODIAN, TRANSFER AGENT
                         AND DIVIDEND DISBURSING AGENT
                             FIRSTAR TRUST COMPANY
                            615 East Michigan Street
                          Milwaukee, Wisconsin  53202

                            INDEPENDENT ACCOUNTANTS
                              PRICE WATERHOUSE LLP
                           100 East Wisconsin Avenue
                                   Suite 1500
                          Milwaukee, Wisconsin  53202

                                 LEGAL COUNSEL
                                FOLEY & LARDNER
                           777 East Wisconsin Avenue
                          Milwaukee, Wisconsin  53202



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