COMMONWEALTH SHAREHOLDER SERVICES, INC.
1500 FOREST AVENUE, SUITE 223, RICHMOND, VA. 23229
804-285-8211 * 800-527-9500 * (FAX) 804-285-8252
March 4, 1997
Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Valley Forge Capital Holdings Total Return Fund, Inc.
File No.:811-8516
Gentlemen:
The Form N-SAR for the Valley Forge Capital Holdings Total
Return Funds, Inc. (the "Fund") cannot be filed with the Commission
because the annual audit is not complete. A change in accounting
servicing agents occurred during the year and the completion of the
Fund's audit has been delayed due to difficulties in reconciling
the records between these two service providers.
The auditor, Deloitte & Touche, LLP, has assured the Fund
administrator that the audit will be completed within fifteen (15)
calendar days of the original due date. Therefore, the N-SAR will
also be filed within the same time period.
If there are any questions, please call me at 800-527-9500.
Sincerely,
_______________________
John Pasco, III
Commonwealth Shareholder Services, Inc.
Fund Administrator
