KEELEY SMALL CAP VALUE FUND INC
497, 1996-06-17
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Sunstone Financial Group, Inc.
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202


June 17, 1996




Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

Re:  KEELEY Small Cap Value Fund, Inc.
     (33-63562; 811-7760)
     Filing Under Rule 497(e) of the Securities Act of 1933


Gentlemen:

On behalf of the above-referenced registered investment company, transmitted
herewith for filing pursuant to Rule 497(e) under the Securities Act of 1933, 
as amended, is a Supplement dated June 17, 1996 to the Statement of Additional
Information dated January 5, 1996.  Questions regarding this filing may be
directed to the undersigned at (414) 271-5885.

Very truly yours,


/s/ Richard P. Snyder
Richard P. Snyder
Client Services and Accounting Manager

cc:  Steve Goodman
     Mary Filice



KEELEY SMALL CAP VALUE FUND,INC.

SUPPLEMENT DATED JUNE 17, 1996 TO THE STATEMENT OF ADDITIONAL INFORMATION
JANUARY 5, 1996


The Board of Directors has elected Mary A. Ferrari to serve as Secretary of the
Fund effective May 7, 1996.  She replaces Barbara G. Keeley who had served as
the Secretary to the Fund.  The following biographical information for Ms.
Ferrari should replace the biographical information for Ms. Keeley on page 9 of
the Statement of Addition Information:

                            Positions Held         Principal Occupations
Name and Address            with Fund              and Other Affiliations
- ----------------            ---------              ----------------------

Mary A. Ferrari             Secretary              Corporate Secretary,
401 South LaSalle Street                           Keeley Asset
Suite 1201                                         Management Corp. and
Chicago, Illinois                                  Keeley Investment
60605                                              Corp. since 1992.
                                                   From 1978 to 1992
                                                   Sales Assistant at
                                                   Wayne Hummer & Co., a
                                                   broker/dealer.



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