COMMONWEALTH SHAREHOLDER SERVICES, INC.
1500 FOREST AVENUE, SUITE 223, P.O. BOX 8687, RICHMOND, VA. 23226
800-527-9500 * 804-285-8211 * FAX 804-285-8251
March 12, 1997
Filing Desk
U.S. Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Valley Forge Capital Holdings Total Return, Fund, Inc.
File Number 811-8516
Gentlemen:
Transmitted herewith for electronic filing, please find
enclosed pursuant to Rule 497(e) a copy of the Supplement to the
Prospectus for the Valley Forge Capital Holdings Total Return Fund,
Inc.
This Supplement No. 3 dated March 3, 1997 is to advise
shareholders, effective October 31, 1996, the name of new service
providers for Valley Forge Capital Holdings Total Return Fund, Inc.
Sincerely,
________________
John Pasco, III
Commonwealth Shareholder Services, Inc.
Fund Administrator
<PAGE>
SUPPLEMENT NO. 3
DATED MARCH 3, 1997
TO THE PROSPECTUS OF
VALLEY FORGE CAPITAL HOLDINGS TOTAL RETURN FUND, INC.
DATED APRIL 4, 1996
This Supplement No. 3 is provided for the purpose of
supplementing the prospectus of Valley Forge Capital Holdings Total
Return Fund, Inc., (the "Fund") dated April 4, 1996 (the
"Prospectus"). This Supplement No. 3 expands upon, amends,
modifies and supersedes certain information contained in the
Prospectus and consolidates and/or supersedes certain information
in Supplement No. 1 to the Prospectus dated July 16, 1996 and
Supplement No. 2 to the Prospectus dated October 31, 1996. This
Supplement No. 3 must be read in conjunction with the Prospectus.
Unless otherwise defined, capitalized terms used herein shall have
the same meanings as in the Prospectus. Supplement No. 3 contains
information regarding: the composition of the Fund's Investment
Committee, a change of the Fund's service providers, information
required to be disclosed by certain states and changes to the
management of the Fund. Valley Forge Advisors, Inc. ("Valley Forge
Advisors") serves as the investment advisor to the Fund. For New
Jersey residents: The Fund's investment advisor has no prior
experience in advising an Investment Company. For New Jersey and
Maryland residents: the Fund may invest, subject to limitations
set forth in the Prospectus, in derivative securities including
hybrid instruments and futures contracts and options. Effective as
of October 31, 1996 the Fund's service providers are as follows:
Transfer Agent--Fund Services, Inc. (FSI); Fund Accounting--
Commonwealth Fund Account, inc. (CFA); Fund Administration--
Commonwealth Shareholder Services (CSS); and Institutional Custody-
- -Star Bank, N.A. New Account Form is to be mailed to FSI, P.O. Box
26305, Richmond, Va. 23260-6305, Attn. Valley Forge Capital
Accounting Services. The Wire Address is Crestar Bank, Richmond,
Va. ABA #051000020, Credit account #201648180. Further credit to
Valley Forge Capital Purchase Account. FSI is paid approximately
$1,375 per month. CFA and CSS are paid approximately $1,250 each
per month.
On January 4, 1997, JPJ Asset Group, Inc., a wholly-owned
subsidiary of JPJ Investment Management, Inc. ("JPJ") a registered
investment advisor located in Arlington, Texas acquired
approximately 84% of the issued and outstanding common stock of
Valley Forge Capital Holdings, Inc., the parent corporation of
Valley Forge Advisors. Effective as of that date, Victoria Gong
resigned as a director and as the President of the Fund and
Frederick A. Wolf resigned as Treasurer of the Fund. Mr. Wolf will
continue to serve as a portfolio manager and as a director of the
Fund. Also as of January 4, 1997, Mr. Wolf resigned as a director
and as the President of Valley Forge Advisors and Valley Forge
Barrington, Ltd., an affiliate of Valley Forge Advisors, but will
continue to serve as a portfolio manager of each of these entities.
Effective as of January 4, 1997, Fritz Bensler was appointed to
replace Ms. Gong as President of the Fund and President of Valley
Forge Advisors. Mr. Bensler is also employed by JPJ where he has
served as a research analyst since October 1995. Prior to joining
JPJ, Mr. Bensler was employed as an independent consultant from
June 1993. Mr. Bensler received a B.S. in Accounting from the
University of Northern Colorado and an M.B.A. in Finance from Texas
Christian University.
