RCM Growth Equity Fund
                         Offered by:
                   RCM Capital Funds, Inc.
               Supplement Dated June 19, 1996
     to Combined Prospectus and Statement of Additional
                         Information
                    Dated April 29, 1996
     
     
At a Special Meeting of Stockholders of the Company held on
May 28, 1996, the stockholders approved all of the proposals
submitted to them, as set forth in the Proxy Statement
previously sent to all stockholders, and incorporated herein
by reference.  On June 14, 1996, as contemplated by the
Proxy Statement, all of the outstanding general and limited
partnership interests in the Fund's investment manager were
acquired by RCM Capital Management, L.L.C. (the "Investment
Manager"), a wholly owned subsidiary of Dresdner Bank AG, an
international banking organization headquartered in
Frankfurt, Germany ("Dresdner").  Changes in the investment
objective, policies, service arrangements and operations of
the Company and the Fund that were approved at the Special
Meeting of Stockholders are summarized below.

Investment Objective.  The Fund's investment objective is to
seek appreciation of capital by investing at least 80% of
its investments in equity and equity-related securities,
during normal market conditions, in securities of small- to
medium-sized concerns. For purposes of this investment
objective, cash and cash equivalents, and receivables and
related items, will not be considered to be "investments in
equity and equity-related securities."  In addition, during
normal market conditions, at least 65% of the Fund's total
assets will be invested in equity and equity-related
securities of small- to medium-sized concerns.  Please refer
to Proposal 3 in the Proxy Statement for a discussion of
these changes.

Investment Restrictions.  The Fund may invest up to 10% of
its total assets, measured  at the time of purchase, in
warrants. Please refer to Proposal 4 in the Proxy Statement
for additional information regarding such investments.  The
Fund may invest up to 5% of its total assets in securities
issued by companies that do not have a three-year operating
history (including the operation of any predecessor),
measured at the time of purchase.

Distributor.  Funds Distributor, Inc. (the "Distributor"),
whose principal place of business is One Exchange Place,
10th Floor, Boston Massachusetts  02109, has been retained
by the Company as distributor of the Fund.  The Distributor
is engaged in the business of providing mutual fund
distribution services, and is an indirect wholly owned
subsidiary of Boston Institutional Group, Inc., which is not
affiliated with the Investment Manager or Dresdner.

Directors and Officers.  The members of the Board of
Directors of the Company are  DeWitt F. Bowman, Pamela A.
Farr, Thomas S. Foley, Frank P. Greene, George G.C. Parker,
and Kenneth E. Scott, none of whom is affiliated with the
Investment Manager.  Please refer to Proposal 2 in the Proxy
Statement for information regarding the Directors.

The Board of Directors has elected the following persons as
executive officers of the Company, each of whom is also an
employee of the Distributor:

Richard W. Ingram, President, Treasurer and Chief Financial
Officer.  Mr. Ingram is Senior Vice President and Director
of Client Services and Treasury Administration of Funds
Distributor, Inc. ("FDI") with which he has been associated
since November 1995. From March 1994 to November 1995, he
was Vice President and Division Manager of First Data
Investor Services Group; and from 1989 to 1994, he was Vice
President, Assistant Treasurer and Tax Director - Mutual
Funds of The Boston Company. He is also an officer of
certain investment companies advised or administered by
Waterhouse Asset Management, Inc. ("Waterhouse"), President,
Treasurer and Chief Financial Officer of RCM Equity Funds,
Inc. ("Equity Funds"), and President, Chief  Financial
Officer and Assistant Treasurer of RCM Strategic Global
Government Fund, Inc. ("RCS").

John E. Pelletier, Vice President and Secretary.  Mr.
Pelletier is Senior Vice President and General Counsel of
FDI with which he has been associated since April 1994. From
February 1992 to April 1994, he served as Counsel for The
Boston Company Advisors, Inc.; and from August 1990 to
February 1992, he was employed as an Associate at Ropes &
Gray. He is also an officer of certain investment companies
advised or administered by Dreyfus Corporation ("Dreyfus")
and Waterhouse, Vice President and Secretary of Equity
Funds, and Vice President and Assistant Secretary of RCS.

Elizabeth A. Bachman, Vice President and Assistant
Secretary.  Ms. Bachman is Assistant Vice President and
Counsel of FDI and of Premier Mutual Fund Services, Inc. (an
affiliate of FDI) with which she has been associated since
September 1995. From September 1992 to September 1995, she
was enrolled at Fordham University School of Law and
received her J.D. in May 1995; and prior to September 1992,
she was an Assistant at the National Association for Public
Interest Law. She is also an officer of certain investment
companies advised or administered by Dreyfus and Waterhouse,
Vice President and Assistant Secretary of Equity Funds, and
Vice President and Assistant Secretary of RCS.

Capital Stock.  The Company is authorized to issue
1,000,000,000 shares of Capital Stock (par value $0.0001 per
share) of which 300,000,000 have been designated as shares
of RCM Growth Equity Fund.  As of June 17, 1996, each
outstanding share of Capital Stock of the Fund was split
into 25 shares of Capital Stock, resulting in a total of
91,056,470.050 outstanding shares of the Capital Stock of
the Fund as of that date.

Transfer Agent.  RCM Capital Trust Company (the "Transfer
Agent"), Four Embarcadero Center, Suite 2800, San Francisco,
California  94111, serves as the transfer and redemption
agent for shares of the Fund's Capital Stock.  The Transfer
Agent is an indirect wholly owned subsidiary of Dresdner.