AVALON CAPITAL INC
497, 1998-12-03
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                          AVALON CAPITAL, INC .
                   SUPPLEMENT DATED NOVEMBER 23, 1998
                   TO PROSPECTUS DATED JANUARY 5, 1998


Effective, November 20, 1998, the Company's common stock ceased to be 
listed on the NASDAQ SmallCap Market.  Stockholders wanting to trade
their shares on or after November 23, 1998, will be able to do so
over the Bulletin Board maintained by NASDAQ.  For more information,
please call the Company's administrator.




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