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LBF002-01004

GOVERNMENT
EXHIBIT
  248

Crim. No. H-04-25 (S-2)


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	TABLE OF CONTENTS	
TCW Galileo		Page

Funds Inc	General Fund Information	
.	Investment Objectives and Principal	
This prospectus tells you about the	Strategies ..............................	2
Institutional Class shares of nine of the	Principal Risks ..........................
Performance Summary ...................	3
5
separate investment funds offered by TCW	Fund Expenses .........................	9
Galileo Funds, Inc., each of which has	Expense Example .......................	10
different investment objectives and policies.	TCW Galileo Convertible Securities Fund	
Please read this document carefully, and	Investment Objectives/Approach ...........	11
keep it for future reference. Sometimes we	Main Risks .............................	12
will refer to the funds in this prospectus as		

the Galileo Equity Funds.	TCW Galileo Select Equities Fund	
	Investment Objectives/Approach ...........	14
TCW Galileo	Main Risks .............................	15
Convertible Securities
Fund	TCW Galileo Earnings Momentum Fund	
	Investment Objectives/Approach ...........	17
TCW Galileo Select	Main Risks .............................	18
Equities Fund	TCW Galileo Large Cap Growth Fund	
TCW Galileo Earnings	Investment Objectives/Approach ...........	20
Momentum Fund	Main Risks .............................	21
TCW Galileo Large Cap	TCW Galileo Large Cap Value Fund	
Growth Fund	Investment Objectives/Approach ...........	22
TCW Galileo Large Cap	Main Risks .............................	23
Value Fund	TCW Galileo Aggressive Growth Equities	
TCW Galileo	Fund	
Aggressive Growth	Investment Objectives/Approach ...........	24
Equities Fund	Main Risks .............................	25
TCW Galileo Small Cap	TCW Galileo Small Cap Growth Fund	
Growth Fund	Investment Objectives/Approach ...........	26
TCW Galileo Small Cap	Main Risks .............................	27
Value Fund	TCW Galileo Small Cap Value Fund	
TCW Galileo Value	Investment Objectives/Approach ...........	28
Opportunities Fund	Main Risks .............. . ..............	29
As with all mutual funds, the Securities and	TCW Galileo Value Opportunities Fund	
Exchange Commission has not approved or	Investment Objectives/Approach ...........	30
disapproved these securities or determined if	Main Risks .............................	31

this Prospectus is truthful or complete. Any	Risk Considerations......................
Management of the Funds ................	32
38
representation to the contrary is a criminal	Multiple Class Structure ...................	41
offense.	Your Investment	
March 1, 1999	Account Policies and Services ..............	42
	To Open an Account/To Add to an Account..	45

TCW GALILEO
FUNDS	to Sell or Exchange Shares ...............
Distributions
Taxes ..................	46
47
~/	Financial Highlights ..
Highlights	48
THEPOmER OF INDEPENDENT INOUGNT	
For More Information	
56

. runt-ulUU0



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GENERAL FUND INFORMATION

Investment Objectives and Principal Strategies

All of the Galileo Equity Funds are affected by changes in the economy, or in
securities and other markets. There is also the possi	bility that investment decisions
the Adviser makes will not	accomplish what they were designed to achieve or that
companies in which the Funds invest will have disa	ppointing performance or not
pay their debts.		
TCW Galileo Funds, Inc.	Investment Objectives	Principal Investment Strategies
TCW Galileo Convertible Securities Fund	High total return from current	Invests in convertible securities.
	income and capital appreciation	
TCW Galileo Select Equities Fund	Long-term capital appreciation	Invests in common stock of large
		capitalization companies.
TCW Galileo Earnings Momentum Fund	Long-term capital appreciation	Invests in equity securities of companies
		experiencing or expected to experience
		accelerating earnings growth.
TCW Galileo Large Cap Growth Fund	Long-term capital appreciation	Invests in equity securities of large
		capitalization U.S. companies with above
		average earnings prospects.
TCW Galileo Large Cop Value Fund	long-term capital appreciation	Invests in equity securities of large
		capitalization value companies.
TCW Galileo Aggressive Growth	Long-term capital appreciation	Invests in equity securities issued by
Equities Fund		companies that appear to offer superior
		growth prospects.
TCW Galileo Small Cap Growth Fund	long-term capital appreciation	Invests in equity securities issued by small
		capitalization growth companies.
TCW Galileo Small Cap Value Fund	Long-term capital appreciation	Invests in equity securities issued by small
		capitalization value companies.
TCW Galileo Value Opportunities Fund	Long-term capital appreciation	Invests in equity securities of companies with
		market capitalizations between $500 million
		and $5 billion.

Under adverse market conditions, each Fund could invest some or all of its
assets in money market securities. Although the Funds would do this only in
seeking to avoid losses, it could have the effect of reducing the benefit from
any upswing in the market.

Principal Risks

Risk is the chance that you will lose money on your investment or that it will
not earn as much as you expect. In general, the greater the risk, the more
money your investment can earn for you and the more you can lose. Since
shares of a Fund represent an investment of securities with fluctuating market
prices, the value of Fund shares will vary as each Fund's portfolio securities
increase or decrease in value. Therefore, the value of an investment in a Fund
could go down as well as up. All investments are subject to:

 MARKET RISK

There is the possibility that the returns from the types of securities in which
a Fund invests will underperform returns from the various general securities
markets or different asset classes. Different types of securities tend to go
through cycles of outperformance and underperformance in comparison to
the general securities markets.

 SECURITIES SELECTION RISK

There is the possibility that the specific securities held in a Fund's portfolio
will underperform other funds in the same asset class or benchmarks that
are representative of the general performance of the asset class because of
the portfolio manager's choice of securities.

 PRICE VOLATILITY

There is the possibility that the value of the Fund's portfolio will change as
the prices of its investments go up or down. Although stocks offer the
potential for greater long-term growth than most fixed income securities,
stocks generally have higher short-term volatility.

Each Fund may also be subject (in varying degrees) to the following risks:

 LIQUIDITY RISK

There is the possibility that a Fund may lose money or be prevented from
earning capital gains if it cannot sell a security at the time and price that is
most beneficial to the Fund. The Earnings Momentum, Aggressive Growth
Equities, Stnail Cap Growth, Small Cap Value, and Value Opportunities
Funds are subject to liquidity risk because they invest primarily in securities
of small or medium sized companies. The Convertible Securities Fund is
subject to liquidity risk because it may invest in lower quality securities.

LBF002-01006


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 FOREIGN INVESTING RISK

There is the likelihood that foreign investments may be riskier than U.S.
investments because of a lack of political stability, foreign controls on
investment and currency exchange rates, fluctuations in currency exchange
rates, withholding taxes, and lack of adequate company information. Each
Fund is subject to foreign investing risk because it may invest in foreign
company securities. In addition, because foreign securities generally are
denominated and pay dividends or interest in foreign currencies, and each
Fund may hold various foreign currencies, the value of the net assets of
these Funds as measured in U.S. dollars can be affected favorably or
unfavorably by changes in exchange rates.

 JUNK BONDS

These bonds are speculative in nature. They are usually issued by companies
without long track records of sales and earnings, or by those companies with
questionable credit strength. The Convertible Securities Fund's portfolio
consists, at times, primarily of below investment grade corporate securities.
Each Fund may be more susceptible to some of the risks discussed on the
previous page than others, as noted in the description of each Fund. A more
detailed explanation of these risks is presented under the "Risk
Considerations" section at page 32.

Because each Fund is non-diversified for Investment Company Act of 1940
("1940 Act") purposes, it may invest more than 5% of its total assets in the
securities of any one issuer. Consequently, its exposure to credit and market
risks associated with that issuer is increased.

Your investment is not a bank deposit, and it is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency.

4

Performance Summary
The two tables below show each Fund's annual returns and its long-term
performance with respect to its Institutional Class shares. The first table shows
you how the Fund's performance has varied from year to year. The second
compares the Fund's performance over time to that of a broad-based securities
index. Both tables assume reinvestment of dividends and distributions. The
performance information includes performance of the predecessor limited
partnership of each Fund which were managed by an affiliate of TCW Funds
Management, Inc., using the same investment strategy as the Funds'. The
performance of the partnerships were calculated using performance standards
applicable to private investment partnerships, which take into account all
elements of total return and reflect the deduction of all fees and expenses of
operation. The predecessor limited partnerships were not registered under the
1940 Act and, therefore, were not subject to certain investment restrictions
imposed by the 1940 Act. If the limited partnerships had been registered under
the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as
amended their performance might have been adversely affected. As with all
mutual funds, past performance is not a prediction of future results.

  Year by year total return (%)
as of December 31 each year*
TCW Galileo Convertible Securities Fund

16.22%	-6.09%	33.28%	14.57%	20.10%	-6.71%	22.61%	15.02%	19.26%	12.52%
1989	1990	1991	1992	1993	1994	1995	1996	1997	1998

*The Fund's total return for the period October 31, 1998 to December 31, 1998 is: 11-1%
  TCW Galileo Select Equities Fund

15.41%	10.85%	22.93%	-7.04%	26.45%	20.58%	22.70%	37.97%
1991	1992	1993	1994	1995	1996	1997	1998

*The Fund's total retwn for the period October 31, 1998 to December 31, 1998 is: 16.2%
TCW Galileo Earnings Momentum Fund

23.95%	-5.70%	26.43%	10.56%	9.94%	7.45%
1993	1994	1995	1996	1997	1998

*The Fund's total return for the period October 31, 1998 to December 31, 1998 is: 27.5%
TCW Galileo Large Cap Growth Fund

8.70% 59.15%
1997 1998

*The Fund's total return for the period October 31, 1998 to December 31, 1998 is: 23.2%

5

LBF002-01007


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TCW Galileo Large Cap Value Fund

  18.99%
1998

*The Fund's total return for the period October 31, 1998 to December 31, 1998 is: 8.4%

TCW Galileo Aggressive Growth Equities Fund

60.66%	12.38%	12.65%	63.30%
1995	1996	1997	1998

*The Fund's total return for the period October 31, 1998 to December 31, 1998 is: 43.6%

TCW Galileo Small Cap Growth Fund

-11.49%	81.09%	2.74%	13.06%	-4.38%	64.29%	17.63%	14.31%	20.26%
1990	1991	1992	1993	1994	1995	1996	1997	1998

*The Fund's total return for the period October 31, 1998 to December 31, 1998 is: 31.3%

TCW Galileo Value Opportunities Fund

8.50% 17.10% 0.30%
1996 1997 1998

*The Fund's total return for the period October 31, 1998 to December 31, 1998 is: 8.5%

6

Best and worst quarterly performance during this period

Fund	Performance
 Convertible Securities Fund	
Quarter ending December 31, 1998	15.30% (Best)
Quarter ending September 30, 1998	- 10.34% (Worst)
 Select Equities Fund	
Quarter ending December 31, 1998	24.30% (Best)
Quarter ending September 30, 1998	-6.62% (Worst)
 Earnings Momentum Fund	
Quarter ending June 30, 1997	29.40% (Best)
Quarter ending September 30, 1998	-24.11% (Worst)
 large Cap Growth Fund	
Quarter ending December 31, 1998	29.50% (Best)
Quarter ending September 30, 1998	-3.81% (Worst)
 Large Cap Value Fund	
Quarter ending December 31, 1998	20.90% (Best)
Quarter ending September 30, 1998	-10.46% (Worst)
Aggressive Growth Equities Fund	
Quarter ending December 31, 1998	47.80% (Best)
Quarter ending March 31, 1997	- 12.10% (Worst)
 Small Cap Growth Fund	
Quarter ending December 31, 1998	31.40% (Best)
Quarter ending September 30, 1998	-22.30% (Worst)
 Value Opportunities Fund	
Quarter ending December 31, 1998	28.60% (Best)
Quarter ending September 30, 1998	-21.00% (Worst)

7

LBF002-01008


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Average annual total return as of
December 31	
1 ear	
5 years	
Since inception
 Convertible Securities Fund	12.5%	12.0%	13.5%
First Boston Convertible Securities Index	6.5%	10.8%	12.3%
 Select Equities Fund	38.0%	19.1%	19.4%
S&P 500	28.6%	24.1%	20.2%
 Earnings Momentum Fund	7.5%	9.3%	12.3%
Russell 2000 Index	-2.6%	11.6%	13.5%
 Large Cup Growth Fund	59.2%	NIA .	43.0%
S&P/BARRA Growth Index	42.2%	N/A	33.7%
large Cap Value Fund	19.0%	N/A	18.4%
S&P/BARRA Value Index	14.7%	N/A	15.8%
 Aggressive Growth Fund	63.3%	N/A	34.2%
5&P 400 Mid Cap	19.1%	NIA	23.2%
 Small Cop Growth Fund	20.3%	20.5%	19.2%
Russell 2000 Index	-2.6%	11.9%	12.5%
 Value Opportunities Fund	0.3%	N/A	11.8%
Wilshire Mid Cap 750	4.3%	N/A	15.4%

8

Fund Expenses and Expense Example

As an investor, you pay certain fees and expenses in connection with the
Funds, which are described in the table below. Annual Fund operating
expenses are paid out of Fund assets, so their effect is included in the share
price. The Institutional Class shares of the Funds have no sales charge (load)
or Rule 12b-1 distribution fees.

FEE TABLE

					A~gressive	Small		Value
Converlihle	Select	Earnings	Large Cap	Larga Cap	Growth	Cop	Small Cap	OpPor.
Securities	Equities	Momentum	Growth	Value	Equities	Growth	Volvo	lumties
Shareholder Transaction Fees								
I 1) Redemption fees ....... None	None	None	None	None	None	None	None	None
2) Exchange Fees......... None	None	None	None	None	None	None	None	None
3) Contingent Deferred Soles								
Load .............. None	None	None	None	None	None	None	None	None
4) Sales Load on Reinvested								
Dividends ............ None	None	None	None	None	None	None	None	None
5) Sales Load on Purchases ... None	None	None	None	None	None	None	None	None
Annual Fund Operating Expenses								
Management Fees ....... 0.75%	0.75%	1.00%	0.55%	0.55%	1.00%	1.00%	1.00%	0.80%
Distribution (12b-)) Fees None	None	None	None	None	None	None	None	None
Other Expenses ........ 0.41%	0.11%	0.21%	1.98%	1.93%	0.11%	0.13%	0.20%	0.36%
Total Annual Fund Operating								
Expenses ......... 1.16%1	0.86%	1.27%	2.53%2	2.48%;	1.17%	1.13%	1.20%4	1.16%
'The Adviser voluntarily agreed to reduce its fee or	to pay the	operating expenses of the Fund to reduce Annual	Fund Ope	rating Expenses to
1.05% of Net Assets through October 31, 1998.								
3The Adviser voluntarily agreed to induce its fee or	to pay the	operating expenses of the Fund to reduce Annual	Fund Oper	ating Expenses to
0.91 % of Net Assets through October 31, 1998.								
3The Adviser voluntarily agreed to reduce its fee or	to pay the	operating expenses of the Fund to reduce Annual	Fund Operating Expenses to
0.55% of Net Assets through October 31, 1998.								
4Estimated. Fund has no operaCng history.								

9

LBF002-01009


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EXPENSE EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

This example shows what you could pay in expenses over time. It uses the
same hypothetical conditions other funds use in their prospectuses: $10,000
Initial Investment, 5% total return each year and no changes in expenses. The
figures shown would be the same whether or not you sold your shares at the
end of a period. Because actual return and expenses will be higher or lower,
the Example is for comparison purposes only.

	1 Year	3 Years	5 Years	10 Years
Convertible securities ................	$118	$368	$638	$1,409
Select Equities ...................	88	274	477	1,061
Earnings Momentum ................	129	403	697	1,534
Large Cap Growth ..................	256	788	1,345	2,866
Large Cap Value ..................	251	773	1,321	2,816
Aggressive Growth Equities .............	119	372	644	1,420
Small Cap Growth ..................	115	359	622	1,375
Small Cap Value ..................	122	381	660	1,455
Value Opportunities .................	118	368	638	1,409

10

TCW Galileo Convertible Securities Fund

Investment Objectives/Approach

The Fund seeks high total return from current income and capital
appreciation. To pursue this goal, the Fund (except when maintaining a
temporary defensive position) invests at least 65% of the value of its total
assets in convertible securities.

In managing the Fund's investments, the Adviser considers the following
factors when determining which securities to select:

Concepts to understand

Convertible securities are corporate
securities that are exchangeable for a set
number of another form of security at a
prestated price. They can be in the form
of equity or debt.

The Fund anticipates that it will primarily
invest in convertible securities that have a
credit rating of at least B- or B3 by rating
agencies such as Moody's Investors
Service, Inc. or Standard & Poor's
Corporation or if unrated are deemed of
comparable quality by the Adviser. These
securities are considered to be mostly
speculative in nature.

 the Adviser's own evaluations of the
creditworthiness of the issuers of the

investments

  securities
 the interest or dividend income
  generated by the securities
 the potential for capital appreciation of
the securities and the underlying
common stocks
 the protection against price declines
relative to the underlying common
stocks
 the prices of the securities relative to
other comparable securities
 whether the securities have protective
conditions
 the diversification of the Fund's

 the ratings assigned to the securities

Thomas D. Lyon and Kevin A. Hunter
are the Fund's portfolio managers.

LBF002-01010


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Main Risks

The Fund holds primarily convertible securities, which may go up or down in
value, in accordance with moves in the convertible securities' underlying stock,
sometimes rapidly and unpredictably. Although stocks offer the potential for
greater long-term growth than most fixed income securities, stocks generally
have higher short-term volatility.

The primary risks affecting this Fund are "credit risk," "interest rate risk,"
"liquidity risk" and, to a lesser extent, "foreign investing risk."

Credit risk refers to the likelihood that the Fund could lose money if an issuer
is unable to meet its financial obligations, such as the payment of principal
and/or interest on an instrument, or goes bankrupt. This Fund may be subject
to greater credit risk, because it invests in convertible debt securities that are
below investment grade. Debt securities that are rated below investment grade
are considered to be speculative. These securities rated below investment grade
are also commonly known as "junk" bonds. This is especially true during
periods of economic uncertainty or during economic downturns. Below
investment grade securities are often issued by companies without long track
records of sales and earnings, or by those companies with questionable credit
strength. In the event of a prepayment problem by the issuer of these
securities, they will only be paid if there is anything left after the payment of
senior debt, such as bank loans and investment grade bonds. Interest rate risk
refers to the possibility that the value of the Fund's portfolio investments may
fall since fixed income securities generally fall in value when interest rates rise.
The longer the term of a fixed income instrument, the more sensitive it will be
to fluctuations in value from interest rate changes. Liquidity risk refers to the
possibility that the Fund may lose money or be prevented from earning capital
gains if it cannot sell a security at the time and price that is most beneficial to
the Fund. Because lower quality securities may be less liquid than higher
quality securities, the Fund may be more susceptible to liquidity risk than
funds that invest in higher quality securities. A security whose credit rating has
been lowered may be particularly difficult to sell. Because the Fund may invest
a portion of its assets in securities issued by foreign companies, it may be
subject to foreign investing risks. Foreign investing risk refers to the
likelihood that foreign investments may be riskier than U.S. investments
because of many factors, some of which include:

 a lack of political or economic stability
 foreign controls on investment and changes in currency exchange rates
 withholding taxes

 a lack of adequate company information

12

The risks of foreign investing are even more pronounced if the Fund invests in
emerging markets. In addition, securities traded only through foreign markets
may be more volatile and are often harder to sell. Volatility is a way to measure
the changes in the price of a single security or an entire portfolio. Large and
frequent price changes indicate higher volatility, which generally indicates that
there is a greater chance you could lose money over the short term. The Fund
is also subject to foreign currency risk. Because foreign securities are generally
denominated and pay dividends or interest in foreign currencies, the value of
the net assets of the Fund as measured in U.S. dollars will be affected favorably
or unfavorably by changes in exchange rates.
The Fund seeks to earn additional income by making loans of its portfolio
securities to brokers, dealers and other financial institutions. The loans will be
secured at all times by cash and liquid high grade debt obligations. As with any
extension of credit, there are risks of delay in recovery and in some cases even
loss of rights in the collateral should the borrower fail financially.

The Fund may engage in active portfolio management which may result in
increased Fund transaction expenses and have tax consequences, such as
increased realized gains, for investors.

13

LBF002-01011


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TCW Galileo Select Equities Fund
Investment Objectives/Approach

The Fund seeks long-term capital appreciation. Performance should be
measured over a full market cycle.

Concepts to understand

Large capitalization companies
are established companies that are
considered known quantities. Large
companies often have the resources to
weather economic shifts, though they can
be slower to innovate than small
companies.

To pursue this goal, the Fund invests
primarily in the common stocks of larger
companies. The investment philosophy
underlying our strategy is a highly
focused approach which seeks to achieve
superior long-term returns by owning
shares in companies that are believed to
have strong and enduring business models
and inherent advantages over their
competitors. Except when maintaining a
temporary defensive position, the Fund
anticipates that at least 65% of the value
of its total assets will be invested in equity
securities of these companies. In
implementing its investment policy, the
Fund may purchase and sell convertible
securities and foreign securities.

Glen A. Bickerstaff is the Fund's portfolio
manager.

Main Risks

The Fund holds primarily stocks, which may go up or down in value,
sometimes rapidly and unpredictably. Although stocks offer the potential for
greater long-term growth than most fixed income securities, stocks generally
have higher short-term volatility. In addition, the Fund may hold convertible
debt securities. Many convertible debt securities are rated below investment
grade and are considered speculative by rating agencies as to repayment of
principal and interest.

The primary risks affecting this Fund are "price volatility" and "foreign
investing risk." Price volatility refers to the possibility that the value of the
Fund's portfolio will change as the prices of its investments go up or down.
Although the Fund is subject to price volatility because of its stock
investments, it is subject to less price volatility than funds that invest in the
securities of smaller companies. Because the Fund may invest a portion of its
assets in securities issued by foreign companies, it may be subject to foreign
investing risks. Foreign investing risk refers to the likelihood that foreign
investments may be riskier than U.S. investments because of many factors,
some of which include:

a lack of political or economic stability
foreign controls on investment and currency exchange rates
withholding taxes
a lack of adequate company information

In addition, securities traded only through foreign markets may be more
volatile and are often harder to sell. Volatility is a way to measure the changes
in the price of a single security or an entire portfolio. Large and frequent price
changes indicate higher volatility, which generally indicates that there is a
greater chance you could lose money over the short-term. The Fund is also
subject to foreign currency risk. Because foreign securities are generally
denominated and pay dividends or interest in foreign currencies, the value of
the net assets of the Fund as measured in U.S. dollars will be affected favorably
or unfavorably by changes in exchange rates.
The Fund may invest some assets in options, futures and foreign currency
futures and forward contracts. These practices are used primarily to hedge the
Fund's portfolio but may be used to increase returns; however, such practices
sometimes may reduce returns or increase volatility.

14

  The Fund seeks to earn additional income by making loans of its portfolio
securities to brokers, dealers and other financial institutions. The loans will be
secured at all times by cash and liquid high grade debt obligations. As with any

15

LBF002-01012


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extension of credit, there are risks of delay in recovery and in some cases even
loss of rights in the collateral should the borrower fail financially.
The Fund may engage in active portfolio management which may result in
increased Fund transaction expenses and have tax consequences, such as
increased realized gains, for investors.

TCW Galileo Earnings Momentum Fund

investment Objectives/Approach

The Fund seeks long-term capital appreciation. To pursue this goal, the Fund
invests primarily in equity securities of companies experiencing or expected to
experience accelerating earnings growth. The Fund will invest primarily in
common stocks, but may also invest in convertible securities, warrants, options
and foreign securities.

  Concepts to understand
Earnings acceleration is the pattern
of increasing rate of growth in a company
or industry is typically triggered by a
change that causes fundamentals to
improve.

16

The Adviser uses a "bottom-up" approach
to identify industries or companies that
are experiencing or expected to
experience an acceleration in earnings
growth. It monitors the following changes
in an attempt to identify these companies:
 changes in general economic, political
  or demographic trends

 development of new products or
technology
 changes in consumer attitudes
 changes in a company's competitive
advantage
 changes in the way a company is
operated or valued
Richard C. Farra, Charles Larsen and Lisa
Zeller are the Fund's portfolio managers.

11

LBF002-01013


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Main Risks

The Fund holds primarily stocks, which may go up or down in value,
sometimes rapidly and unpredictably. Although stocks offer the potential for
greater long-term growth than most fixed income securities, stocks generally
have higher short-term volatility. In addition, the Fund may hold convertible
debt securities. Many convertible debt securities are rated below investment
grade and are considered speculative by rating agencies as to repayment of
principal and interest.

The primary risks affecting this Fund are "price volatility," "liquidity risk" and
"foreign investing risk." Price volatility refers to the possibility that the value
of the Fund's portfolio will change as the prices of its investments go up or
down. This Fund may be subject to greater price volatility than funds that
invest in the securities of large companies. Liquidity risk refers to the
possibility that the Fund may lose money or be prevented from earning capital
gains if it cannot sell securities at the time and price that is most beneficial to
the Fund. Because the securities of small-sized companies may be less liquid
than the securities of large-sized companies, the Fund may be more susceptible
to liquidity risk than funds that invest in the securities of large-sized
companies. Because the Fund may invest a portion of its assets in securities
issued by foreign companies, it may be subject to foreign investing risks.
Foreign investing risk refers to the likelihood that foreign investments may be
riskier than U.S. investments because of many factors, some of which include:

  a lack of political or economic stability

 foreign controls on investment and currency exchange rates
 withholding taxes

 a lack of adequate company information

In addition, securities traded only through foreign markets may be more
volatile and are often harder to sell. Volatility is a way to measure the changes
in the price of a single security or an entire portfolio. Large and frequent price
changes include higher volatility, which generally indicates that there is a
greater chance you could lose money over the short term. The Fund is also
subject to foreign currency risk. Because foreign securities are generally
denominated and pay dividends or interest in foreign currencies, the value of
the net assets of the Fund as measured in U.S. dollars will be affected favorably
or unfavorably by changes in exchange rates.

The Fund may invest some assets in options. This practice is used primarily to
hedge the Fund's portfolio but it may be used to increase returns; however,
this practice sometimes may reduce returns or increase volatility.

18

The Fund seeks to earn additional income by making loans of its portfolio
securities to brokers, dealers and other financial institutions. The loans will be
secured at all times by cash and liquid high grade debt obligations. As with any
extension of credit, there are risks of delay in recovery and in some cases even
loss of rights in the collateral should the borrower fail financially.
The Fund may engage in active portfolio management which may result in
increased Fund transaction expenses and have tax consequences, such as
increased realize gains, for investors.

19

LBF002-01014


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Page 12 of 30
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TCW Galileo Large Cap Growth Fund

Investment Objectives/Approach

The Fund seeks long-term capital appreciation. To pursue this goal, the Fund
invests primarily in equity securities of large capitalization U.S. companies with
above-average earnings prospects. It will invest (except when maintaining a
temporary defensive position) at least 65% of the value of its total assets in
companies with a market capitalization of greater than $3 billion at the time of
purchase.

Concepts to understand

Large capitalization companies
are established companies that are
considered known quantities. Large
capitalization companies often hove the
resources to weather economic shifts,
although they can be slower to innovate
than small companies.
Growth companies are companies
exhibiting faster than average gains in
earnings and which are expected to
continue to show high levels of growth
gain.

In managing the Fund's investments, the
Adviser seeks to invest in companies that
will have reported earnings that exceed
analysts' expectations (i.e., potential for
earnings surprises). The Adviser utilizes
"bottom-up" fundamental research to
identify these companies. The Adviser
performs fundamental research by using
techniques such as:

  making company visits

 attending industry conferences

 maintaining communication with
company management

The Adviser then uses the information
that it has obtained froth its fundamental
research to analyze the company's long-
term growth potential, future earnings and
cash flow.

The Adviser uses quantitative and
qualitative screening criteria to determine
which companies to subject to its
fundamental analysis.

Wendy S. Barker and Douglas S. Foreman
are the Fund's portfolio managers.

20

Main Risks

The Fund holds primarily stocks, which may go up or down in value,
sometimes rapidly and unpredictably. Although stocks offer the potential for
greater long-term growth than most fixed income securities, stocks generally
have higher short-term volatility. In addition, the Fund may hold convertible
debt securities. Many convertible debt securities are rated below investment
grade and are considered speculative by rating agencies as to repayment of
principal and interest.

The primary risk affecting this Fund is "price volatility." Price volatility refers
to the possibility that the value of the Fund's portfolio will change as the prices
of its investments go up or down. This Fund may be less susceptible to price
volatility risk because it invests in the securities of large companies. This is
especially true during periods of economic uncertainty or during economic
downturns.

The Fund seeks to earn additional income by making loans of its portfolio
securities to brokers, dealers and other financial institutions. The loans will be
secured at all times by cash and liquid high grade debt obligations. As with any
extension of credit, there are risks of delay in recovery and in some cases even
loss of rights in the collateral should the borrower fail financially.

The Fund may engage in active portfolio management which may result in
increased Fund transaction expenses and have tax consequences, such as
increased realized gains, for investors.

21

LBF002-01015


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Page 13 of 30
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TCW Galileo Large Cap Value Fund
Investment Objectives/Approach

The Fund seeks long-term capital appreciation. To pursue this goal, the Fund
invests primarily in equity securities of large capitalization companies. The
securities include common and preferred stock and convertible securities. The
Fund will invest (except when maintaining a temporary defensive position) at
least 65% of the value its total assets in publicly traded equity securities of
companies with a market capitalization of greater than $3 billion at the time of
purchase. The Fund will invest mostly in "value companies."

Concepts to understand

Large capitalization companies
are established companies that are
considered known quantities. Large
capitalization companies often have the
resources to weather economic shifts,
although they can be slower to innovate
than small companies.
Value companies are companies that
appear underpriced according to certain
financial measurements of their intrinsic
worth or business prospects (such as price-
to-earnings or price-to-book ratios(.
Because a stock can remain undervalued
for years, value investors often look for
factors that could trigger a rise in price.

In managing the Fund's investments, the
Adviser seeks to invest in attractively
valued equity securities of companies
where the return on invested capital is
improving. The Adviser utilizes bottom-up
fundamental research to identify these
companies. The Adviser performs
fundamental research by using techniques
such as:

 making company visits

financial screening to identify
companies

maintaining a disciplined approach to
stock selection and portfolio
construction

The Adviser will use both quantitative and
qualitative screening criteria to
supplement the scope of fundamental
research.

Thomas K. McKissick is the Fund's
portfolio manager.

22

Main Risks

The Fund holds primarily stocks, which may go up or down in value,
sometimes rapidly and unpredictably. Although stocks offer the potential for
greater long-term growth than most fixed income securities, stocks generally
have higher short-term volatility. In addition, the Fund may hold convertible
debt securities. Many convertible debt securities are rated below investment
grade and are considered speculative by rating agencies as to repayment of
principal and interest.
The primary risk affecting this Fund is "price volatility." Price volatility refers
to the possibility that the value of the Fund's portfolio will change as the prices
of its investments go up or down. This Fund may be less susceptible to price
volatility than funds that invest in the securities of small companies. This is
especially true during periods of economic uncertainty or during economic
downturns.

The Fund may invest some assets in options. This practice is used primarily to
hedge the Fund's portfolio but it may be used to increase returns; however,
this practice sometimes may reduce returns or increase volatility.
The Fund seeks to earn additional income by making loans of its portfolio
securities to brokers, dealers and other financial institutions. The loans will be
secured at all times by cash and liquid high grade debt obligations. As with any
extension of credit, there are risks of delay in recovery and in some cases even
loss of rights in the collateral should the borrower fail financially.
The Fund may engage in active portfolio management which may result in
increased Fund transaction expenses and have tax consequences, such as
increased gains, for investors.

  23

LBF002-01016


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Page 14 of 30
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TCW Galileo Aggressive Growth Equities Fund
Investment Objectives/Approach

The Fund seeks long-term capital appreciation. To pursue this goal, the Fund
anticipates that at least 65% of the value of its total assets will be invested
(except when maintaining a temporary defensive position) in equity securities
in issuers which are characterized as "growth" companies according to criteria
established by the Adviser. These securities include common and preferred
stock and convertible securities. In managing the Fund's investments, the
Adviser will focus on emerging companies that exhibit this characteristic.

Concepts to understand

Emerging growth companies are
companies that are likely to show rapid
growth through reinventing an existing
industry or pioneering a new industry.

The Adviser utilizes a "bottom-up"
approach to identify securities for
investment. First, the Adviser uses
quantitative and qualitative criteria to
screen companies. The Adviser then
subjects companies that make it through
this screening process to fundamental
analysis, which generally looks for at least
some of the following factors:

 a demonstrated record of consistent
earnings growth or the potential to
grow earnings

 an ability to earn an attractive return on
equity
 a price/earnings ratio which is less than
the Adviser's internally estimated three-
year earnings growth rate
 a large and growing market share
 a strong balance sheet
 significant ownership interest by
management and a strong management
team.

Christopher J. Ainley and
Douglas S. Foreman are the Fund's
portfolio managers.

24

Main Risks

The Fund holds primarily stocks, which may go up or down in value,
sometimes rapidly and unpredictably. Although stocks offer the potential for
greater long-term growth than most fixed income securities, stocks generally
have higher short-term volatility. In addition, the Fund may hold convertible
debt securities. Many convertible debt securities are rated below investment
grade and are considered speculative by rating agencies as to repayment of
principal and interest.

The primary risks affecting this Fund are "price volatility" and "liquidity risk."
Price volatility refers to the possibility that the value of the Fund's portfolio
will change as the prices of its investments go up or down. This Fund may be
subject to greater price volatility than funds that invest in the securities of
larger companies. Liquidity risk refers to the possibility that the Fund may
lose money or be prevented from earning capital gains if it cannot sell
securities at the time and price that is most beneficial to the Fund. Because the
securities of medium-sized companies may be less liquid than the securities of
large-sized companies, the Fund may be susceptible to liquidity risk more than
funds that invest in the securities of large-sized companies. In addition, the
Fund may be subject to liquidity risk because it may invest in debt instruments
rated below investment grade.

The Fund seeks to earn additional income by making loans of its portfolio
securities to brokers, dealers and other financial institutions. The loans will be
secured at all times by cash and liquid high grade debt obligations. As with any
extension of credit, there are risks of delay in recovery and in some cases even
loss of rights in the collateral should the borrower fail financially.
The Fund may engage in active portfolio management which may result in
increased Fund transaction expenses and have tax consequences, such as
increased realized gains, for investors.

25

LBF002-01017


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Page 15 of 30
=============

TCW Galileo Small Cap Growth Fund

Investment Objectives/Approach

The Fund seeks long-term capital appreciation. To pursue this goal, it invests
(except when maintaining a temporary defensive position) at least 65% of the
value of its total assets in equity securities issued by companies with market
capitalizations, at the time of acquisition, within the capitalization range of the
companies comprising the Standard & Poor's Small Cap 600 Index.

Concepts to understand

Small-Sized Companies seek long
term capital appreciation by focusing on
small, fast-growing companies that offer
cutting-edge products, services or
technologies. Because these companies
are often in their early stages of
development, their stocks lend to fluctuate
more than most other securities.

In managing the Fund's investments, the
Adviser pursues a small cap growth
investment philosophy. That philosophy
consists of fundamental company-by-
company analysis used in conjunction
with technical and quantitative market
analysis to screen potential investments
and to continuously monitor securities in
the Fund's portfolio.

Douglas S. Foreman, Christopher J.
Ainley, Nicholas J. Capuano and Charles
Larsen are the Fund's portfolio managers.

26

Main Risks

The Fund holds primarily stocks, which may go up or down in value,
sometimes rapidly and unpredictably. Although stocks offer the potential for
greater long-term growth than most fixed income securities, stocks generally
have higher short-term volatility. In addition, the Fund may hold convertible
debt securities. Many convertible debt securities are rated below investment
grade and are considered speculative by rating agencies as to repayment of
principal and interest.

The primary risks affecting this Fund are "price volatility" and "liquidity risk."
Price volatility refers to the possibility that the value of the Fund's portfolio
will change as the prices of its investments go up or down. This Fund may be
subject to greater price volatility than funds that invest in the securities of
large or midcap companies. Liquidity risk refers to the possibility that the
Fund may lose money or be prevented from earning capital gains if it cannot
sell securities at the time and price that is most beneficial to the Fund. Because
the securities of small-size companies may be less liquid than the securities of
large-size companies, the Fund may be more susceptible to liquidity risk than
funds that invest in the securities of large-sized companies.

The Fund may invest some assets in options. This practice is used primarily to
hedge the Fund's portfolio but may be used to increase returns; however, such
practice sometimes may reduce returns or increase volatility.
The Fund seeks to earn additional income by making loans of its portfolio
securities to brokers, dealers and other financial institutions. The loans will be
secured at all times by cash and liquid high grade debt obligations. As with any
extension of credit, there are risks of delay in recovery and in some cases even
loss of rights in the collateral should the borrower fail financially.

The Fund may engage in active portfolio management which may result in
increased Fund transaction expenses and have tax consequences, such as
increased realized gains, for investors.

21

LBF002-01018


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Page 16 of 30
=============

TCW Galileo Small Cap Value Fund
Investment Objectives/Approach

The Fund seeks long-term capital appreciation. To pursue this goal, it invests
(except when maintaining a temporary defensive position) at least 65% of the
value of its total assets in equity securities issued by value companies with
market capitalizations, at the time of acquisition, within the range of the
companies comprising the Standard & Poor's Small Cap 600 Index. These
securities include common and preferred stocks, rights or warrants to purchase
common or preferred stock and convertible securities.

Concepts to understand

Undervalued Assets: When a
company's securities are selling below
probable liquidation values, net working
capital or tangible book value.
Undervalued Growth Potential:
When a company has a strong potential
growth rate and a strong balance sheet
but has securities selling at a market
multiple (based on normalized earnings
and/or a price earnings multiple at a
discount to its peer group of companies.
Turnaround Situation: When a
company has a sound balance sheet but
has securities that are selling at a
significant market discount to the Adviser's
estimate of the company's 24 month
sustainable earnings.
Emerging Growth Company:
When a company has the potential for a
significant annual growth rate, a
proprietary product and/or pre-eminent
market position, with a price/earnings
multiple of generally not more than half
the expected growth rate.

In managing the Fund's investments, the
Adviser looks to invest the Fund's assets
in the equity securities of companies that:
 have undervalued assets or undervalued
growth potential
 are in a turnaround situation
 are emerging growth companies

The Adviser performs fundamental
analysis on each company. This includes a
review of available financial and other
business information, company visits and
management interviews.

Nicholas F. Gallucio, Susan I. Schottenfeld
and Tyler D. Davis are the Fund's
portfolio managers.

28

Main Risks

The Fund holds primarily stocks, which may go up or down in value,
sometimes rapidly and unpredictably. Although stocks offer the potential for
greater long-term growth than most fixed income securities, stocks generally
have higher short-term volatility. In addition, the Fund may hold convertible
debt securities. Many convertible debt securities are rated below investment
grade and are considered speculative by rating agencies as to repayment of
principal and interest.
The primary risks affecting this Fund are "price volatility" and "liquidity risk."
Price volatility refers to the possibility that the value of the Fund's portfolio
will change as the prices of its investments go up or down. This Fund may be
subject to greater price volatility than funds that invest in the securities of
large companies. Liquidity risk refers to the possibility that the Fund may lose
money or be prevented from earning capital gains if it cannot sell securities at
the time and price that is most beneficial to the Fund. Because the securities of
small-size companies may be less liquid than the securities of large-size
companies, the Fund may be susceptible to liquidity risk more than funds that
invest in the securities of large-sized companies.

The Fund may invest some assets in options. This practice is used primarily to
hedge the Fund's portfolio but may be used to increase returns; however, such
practice sometimes may reduce returns or increase volatility.
The Fund seeks to earn additional income by making loans of its portfolio
securities to brokers, dealers and other financial institutions. The loans will be
secured at all times by cash and liquid high grade debt obligations. As with any
extension of credit, there are risks of delay in recovery and in some cases even
loss of rights in the collateral should the borrower fail financially.

The Fund may engage in active portfolio management which may result in
increased Fund transaction expenses and have tax consequences, such as
increased realized gains, for investors.

29

LBF002-01019


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Page 17 of 30
=============

TCW Galileo Value Opportunities Fund

Investment Objectives/Approach

The Fund seeks long-term capital appreciation. To pursue this goal, the Fund
invests (except when maintaining a temporary defensive position) at least 65%
of the value of its total assets in equity securities of companies with market
capitalizations between $500 million and $5 billion. These equity securities
include common and preferred stocks, rights or warrants to purchase common
stock and convertible securities.

Concepts to understand

Undervalued Assets: When a
company's securities are selling below
probable liquidation values, net working
capital or tangible book value.
Undervalued Growth Potential:
When a company has a strong potential
growth rote and a strong balance sheet
but has securities selling at less than a
market multiple (based on normalized
earnings) and/or a price earnings multiple
at a discount to its peer group of
companies.
Turnaround Situation: When a
company has a sound balance sheet but
has securities that are selling at a
significant market discount to the Adviser's
estimate of the company's 24 month
sustainable earnings.

In managing the Fund's investments, the
Adviser looks to invest the Fund's assets
in the equity securities of companies that:
 have undervalued assets
 have undervalued growth potential
 are in a turnaround situation
 are emerging growth companies
The Adviser also utilizes fundamental
analysis on each company. This includes a
review of available financial information,

company visits and management
interviews.

Nicholas F. Gallucio, Susan I. Schottenfeld
and Tyler D. Davis are the Fund's
portfolio managers.

Emerging Growth Company: When
a company has the potential for a
significant annual growth rate, a
proprietary product and/or pre-eminent
market position, with a price/earnings
multiple of generally not more than half
the expected growth rate.

30

Main Risks

The Fund holds primarily stocks, which may go up or down in value,
sometimes rapidly and unpredictably. Although stocks offer the potential for
greater long-term growth than most fixed income securities, stocks generally
have higher short-term volatility. In addition, the Fund may hold convertible
debt securities. Many convertible debt securities are rated below investment
grade and are considered speculative by rating agencies as to repayment of
principal and interest.

The primary risks affecting this Fund are "price volatility" and "liquidity risk."
Price volatility refers to the possibility that the value of the Fund's portfolio
will change as the prices of its investments go up or down. This Fund may be
subject to greater price volatility than funds that invest in the securities of
large companies. Liquidity risk refers to the possibility that the Fund may lose
money or be prevented from earning capital gains if it cannot sell securities at
the time and price that is most beneficial to the Fund. Because the securities of
small-size companies may be less liquid than the securities of large-size
companies, the Fund may be susceptible to liquidity risk more than funds that
invest in the securities of large-sized companies.
The Fund may invest some assets in options. This practice is used primarily to
hedge the Fund's portfolio but may be used to increase returns; however, such
practice sometimes may reduce returns or increase volatility.
The Fund seeks to earn additional income by making loans of its portfolio
securities to brokers, dealers and other financial institutions. The loans will be
secured at all times by cash and liquid high grade debt obligations. As with any
extension of credit, there are risks of delay in recovery and in some cases even
loss of rights in the collateral should the borrower fail financially.
The Fund may engage in active portfolio management which may result in
increased Fund transaction expenses and have tax consequences, such as
increased realized gains, for investors.

31

LBF002-01020


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Page 18 of 30
=============

Risk Considerations
Please consider the following risks before investing in a Fund.

Various market risks can affect the price or liquidity of an issuer's securities.
Adverse events occurring with respect to an issuer's performance or financial
position can depress the value of the issuer's securities. The liquidity in a
market for a particular security will affect its value and may be affected by
factors relating to the issuer, as well as the depth of the market for that
security. Other market risks that can affect value include a market's current
attitudes about types of securities, market reactions to political or economic
events, and tax and regulatory effects (including lack of adequate regulations
for a market or particular type of instrument). Market restrictions on trading
volume can also affect price and liquidity.

General Investment Risk

Since shares of a Fund represent an
investment in securities with fluctuating
market prices, the value of Fund shares
will vary as the value of each Fund's
portfolio securities increases or decreases.
Therefore, the value of an investment in a
Fund could go down as well as up.

Prices of many securities tend to be more
volatile in the short-term. Therefore an
investor who trades frequently or redeems
in the short-term is more likely to incur
loss than an investor who holds
investments for the longer term. The
fewer the number of issuers in which a
Fund invests, the greater the potential
volatility of its portfolio.

The Adviser may temporarily invest up to
100% of a Fund's assets in high quality,
short-term money market instruments if it
believes adverse economic or market
conditions, such as excessive volatility or
sharp market declines, justify taking a
defensive investment posture. If a Fund
attempts to limit investment risk by
temporarily taking a defensive investment
position, it may be unable to pursue its
investment objective during that time, and
it may miss out on some or all of an
upswing in the securities markets.

32

Investment in foreign securities involves special risks in addition to the usual
risks inherent in domestic investments. These include: political or economic
instability; the unpredictability of international trade patterns; the possibility of
foreign governmental actions such as expropriation, nationalization or
confiscatory taxation; the imposition or modification of foreign currency or
foreign investment controls; the imposition of withholding taxes on dividends,
interest and gains; price volatility; and fluctuations in currency exchange rates.

Foreign Investing As compared to U.S. companies, foreign
issuers generally disclose less financial
and other information publicly and are
subject to less stringent and less uniform
accounting, auditing and financial
  reporting standards. Foreign countries
typically impose less thorough regulations
on brokers, dealers, stock exchanges,
insiders and listed companies than does
the U.S., and foreign securities markets
may be less liquid and more volatile than
domestic markets. Investment in foreign
securities involves higher costs than
investment in U.S. securities, including
higher transaction and custody costs as
well as the imposition of additional taxes
by foreign governments. In addition,
security trading practices abroad may offer
less protection to investors such as the
Funds. Settlement of transactions in some
foreign markets may be delayed or may be
less frequent than in the U.S., which
  could affect the liquidity of each Fund's
portfolio. Also, it may be more difficult to
obtain and enforce legal judgments against
foreign corporate issuers than against
domestic issuers and it may be impossible
to obtain and enforce judgments against
foreign governmental issuers.
  Because foreign securities generally are
denominated and pay dividends or
interest in foreign currencies, and some of
the Funds hold various foreign currencies
from time to time, the value of the net

33

LBF002-01021


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Page 19 of 30
=============

assets of those Funds as measured in United States dollars will be affected
favorably or unfavorably by changes in exchange rates. Generally, currency
exchange transactions will be conducted on a spot (i.e., cash) basis at the spot
rate prevailing in the currency exchange market. The cost of currency
exchange transactions will generally be the difference between the bid and offer
spot rate of the currency being purchased or sold. In order to protect against
uncertainty in the level of future foreign currency exchange rates, certain of
the Funds are authorized to enter into certain foreign currency futures and
forward contracts. However, a Fund is not obligated to do so and, depending
on the availability and cost of these services, the Fund may be unable to use
foreign currency futures and forward contracts to protect against currency
uncertainty. Please see the Statement of Additional Information for further
information.

The forward currency market for the purchase or sale of U.S. dollars in most
countries is not highly developed, and in certain countries, there may be no
such market. If a devaluation of a currency is generally anticipated, a Fund
may not be able to contract to sell the currency at an exchange rate more
advantageous than that which would prevail after the anticipated amount of
devaluation, particularly in regards to forward contracts for local Latin
American currencies in view of the relatively small, inactive or even non-
existent market for these contracts. In the event the Funds hold securities
denominated in a currency that suffers a devaluation, the Funds' net asset
values will suffer corresponding reductions. In this regard, in December 1994,
the Mexican government determined to allow the Mexican peso to trade freely
against the U.S. dollar rather than within a controlled band, which action
resulted in a significant devaluation of the Mexican peso against the dollar.
Further, in July 1997, the Thai and Philippine governments allowed. the baht
and peso, respectively, to trade freely against the U.S. dollar resulting in a
sharp devaluation of both currencies, and in 1998 Russia did the same, causing
a sharp devaluation of the ruble.

34

Fixed Income securities are subject to various risks. The two primary (but not
exclusive) risks affecting fixed income instruments are "credit risk" and
"interest rate risk." These risks can affect a security's price volatility to varying
degrees, depending upon the nature of the instrument. In addition, the depth
and liquidity of the market for an individual or class of fixed income security
can also affect its price and, hence, the market value of a Fund.

Fixed Income Securities "Credit risk" refers to the likelihood that
an issuer will default in the payment of
principal and/or interest on an
  instrument. Financial strength and
solvency of an issuer are the primary
factors influencing credit risk. In addition,
lack of or inadequacy of collateral or
credit enhancements for a fixed income
security may affect its credit risk. Credit
risk of a security may change over its life,
and securities which are rated by rating
agencies are often reviewed and may be
subject to downgrade.
  Each Galileo Equity Fund may invest in
convertible securities rated below
investment grade. Debt securities that are
rated below investment grade are
considered to be speculative. Those
securities rated below investment grade
are also commonly known as "junk"
bonds. Generally, lower-rated debt
securities provide a higher yield than
higher rated debt securities of similar
maturity but are subject to greater credit
risk than higher rated securities of similar
maturity. Such securities are regarded as
predominantly speculative with respect to
the issuer's continuing ability to meet
principal and interest payments. Because
investment in lower quality securities
involves greater investment risk,
achievement of a Fund's investment
objective will be more dependent on the
Adviser's analysis than would be the case
if the Fund were investing in higher
quality bonds. In addition, lower quality

35

LBF002-01022


=============
Page 20 of 30
=============

securities may be more susceptible to real or perceived adverse economic and
individual corporate developments than would investment grade bonds.
Moreover, the secondary trading market for lower quality securities may be less
liquid than the market for investment grade bonds. This potential lack of
liquidity may make it more difficult for the Adviser to value accurately certain
portfolio securities.

"Interest rate risk" refers to the risks associated with market changes in
interest rates. Interest rate changes may affect the value of a fixed income
security directly (especially in the case of fixed rate securities) and indirectly
(especially in the case of adjustable rate securities). In general, rises in interest
rates will negatively impact the price of fixed rate securities and falling interest
rates will have a positive effect on price. The degree to which a security's price
will change as a result of changes in interest rates is measured by its
"duration." For example, the price of a bond with a 5 year duration would be
expected under normal market conditions to decrease 5% for every 1% increase
in interest rates. Generally, securities with longer maturities have a greater
duration and thus are subject to greater price volatility from changes in interest
rates. Adjustable rate instruments also react to interest rate changes in a similar
manner although generally to a lesser degree (depending, however, on the
characteristics of the reset terms, including the index chosen, frequency of
reset and reset caps or floors, among other things).

Each of the Galileo Equity Funds is non-diversified for 1940 Act purposes and
as such may invest a larger percentage of its assets in individual issuers than a
diversified investment company. In this regard, the Fund is not subject to the
general limitation that it not invest more than 5% of its total assets in the
securities of any one issuer. To the extent the Fund makes investments in
Non-Diversified Status excess of 5% of its assets in a particular
  issuer, its exposure to credit and market
risks associated with that issuer is
increased. However, each Fund's
investments will be limited so as to
qualify for the special tax treatment
afforded "regulated investment companies"
under the Internal Revenue Code of 1986,
as amended.

36

The investment advisory and management services provided by the Adviser and
the services provided to shareholders by the Transfer Agent depend on the
smooth functioning of their computer systems. Many computer software
systems in use today cannot recognize the year 2000, but revert to 1900 or
some other date, due to the manner in which dates were encoded and
calculated. That failure could have a negative impact on the handling of
securities trades, pricing and account services. The Adviser and the Transfer
Agent have been actively working on necessary changes to their own computer
systems to prepare for the year 2000 and expect that their systems will be
adapted for year 2000 compliance before that date, but there can be no
assurance that they will be successful, or that interaction with other non-
complying computer systems will not impair their services at that time. The
Adviser has been, and is currently in contact with, each of its external service
providers to evaluate their readiness for the year 2000. The Adviser has
requested each of its external service providers to either; (i) prepare a
description of its process for identifying date sensitive areas, its approach for
implementing changes and its testing methodology, along with its timetable for
completion, or (ii) certify as to its year 2000 compliance.

Year 2000 In addition, it is possible that the markets
for securities in which the Funds invest
may be negatively affected by computer
failures throughout the financial services
industry commencing January 1, 2000.
Improperly functioning trading systems
may result in settlement problems. In
addition, corporate and governmental data
processing errors may result in production
problems for individual companies and
create overall economic uncertainties.
Earnings of individual issuers will be
affected by remediation costs which may be
substantial. Individual firms may further
experience disruptions to their business
due to the failure of their counterparts to
address year 2000 problems, or could
experience further disruption to the
economy at large, which could adversely
affect corporate earnings generally and the
value of their securities. Accordingly, a
Fund's portfolio investments may be
negatively affected.

37

LBF002-01023


=============
Page 21 of 30
=============

Certain of the Funds will invest in European countries that have agreed to
enter into the European Monetary Union (EMU). EMU is an effort by certain
European countries to, among other things, reduce barriers between countries
and eliminate fluctuations in their currencies. Among other things, EMU
establishes a single European currency (the euro), which was introduced on
January 1, 1999 and is expected to replace the existing national currencies of
all initial EMU participants by July 1, 2002. Upon introduction of the euro,
certain securities (beginning with government and corporate bonds) have been
redonominated in the euro and, thereafter trade and make dividend and other
payments only in euros.

European. Economic
and Monetary Union

Like other investment companies and
business organizations, including the
companies in which the Funds invest, the
Funds could be adversely affected: (i) if
the euro, or EMU as a whole does not
take affect; (ii) if a participating country
withdraws from EMU; or (iii) if the
computing, accounting and trading
systems used by the Funds' service
providers, or by other business entities
with which the Funds or their service
providers do business, are not capable of
recognizing the euro as a distinct currency
at the time of, and following euro
conversion.

Management of the Funds

Investment Adviser

The Funds' investment adviser is TCW Funds Management, Inc. (the
"Adviser") and is headquartered at 865 South Figueroa Street, Suite 1800, Los
Angeles, California 90017. As of December 31, 1998, the Adviser and its
affiliated companies, which provide a variety of trust, investment management
and investment advisory services, had over $50 billion under management or
committed for management.

38

Portfolio Managers
Listed below are the individuals who have been primarily responsible for the
day-to-day portfolio management of the Funds, including a summary of each
person's business experience during the past five years:
Portfolio Manager(s) Business Experience During last Five Years*
Christopher 1. Ainley	Managing Director, the Adviser, TCW Asset Management Company and Trust Company of the
	West. Prior to joining TCW in 1994 he was a portfolio manager with Putnam Investments.
Wendy S. Barker	Senior Vice President, the Adviser, TCW Asset Management Company and Trust Company of
	the West.
Glen A. Bickerstaff	Managing Director, the Adviser, TCW Asset Management Company and Trust Company of the
	West since May 1998. Previously, he was senior portfolio manager and Vice President of
	Transamerica Investment Services.
Nicholas J. Capuano	Senior Vice President, the Adviser, TCW Asset Management Company and Trust Company of
	the West.
Tyler D. Davis	Senior Vice President, the Adviser, TCW Asset Management Company and Trust Company of
	the Trust since March 1998. Previously a Director of Cowen Asset Management Company
	(March 1996 to February 1998) and prior thereto a Partner with Beck Mack & Oliver.
Richard C. Farra	Senior Vice President, the Adviser, TCW Asset Management Company and Trust Company of
	the West. Previously, he was managing director of the Domestic Equity Group of ARCO
	Investment Management Company, a subsidiary of Atlantic Richfield Company (ARCO).
Douglas S. Foreman	Group Managing Director and Chief Investment Officer-U.S. Equities, the Adviser, TCW Asset
	Management Company and Trust Company of the West since May 1994. Previously, he
	was a portfolio manager with Putnam Investments.
Nicholas F. Galluccio	Managing Director, the Adviser, TCW Asset Management Company and Trust Company of the
	West.
Kevin A. Hunter	Managing Director, the Adviser, TCW Asset Management Company and Trust Company of the
	West.
Charles larsen	Managing Director, the Adviser, TCW Asset Management Company and Trust Company of the
	West.
Thomas 0. Lyon	Managing Director, the Adviser, TCW Asset Management Company and Trust Company of the
	West since November, 1997. Previously, he was Vice President Portfolio Management
	with Transamerica Investment Services.
Thomas K. McKissick	Managing Director, the Adviser, 1CW Asset Management Company and frost Company of the
	West.
Susan I. Schottenfeld	Managing Director, the Adviser, TCW Asset Management Company and Trust Company of the
	West.
Lisa Zeller	Senior Vice President, the Adviser, TCW Asset Management Company and Trust Company of
	the West.
*Positions with the TCW Group, Inc. and its affiliates may have changed over time.

39

I RF002-01024


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Page 22 of 30
=============

Advisory Agreements

Multiple Class Structure

The Fund and the Adviser have entered into an Investment Advisory and	Each Fund currently offers two classes of shares, institutional Class shares and
Management Agreement (the "Advisory Agreement"), under the terms of which	Class N shares. Shares of each class of a Fund represent an equal pro rata
the Funds have employed the Adviser to manage the investment of their assets,	interest in that Fund and generally give you the same voting, dividend,
to place orders for the purchase and sale of their portfolio securities, and to be	liquidation, and other rights. The Institutional Class shares are offered at the
responsible for overall management of the Funds' business affairs, subject to	current net asset value. The Class N shares are also offered at the current net
control by the Board of Directors. The Adviser also pays certain costs of	asset value, but will be subject to fees imposed under a distribution plan
marketing the Funds, including sales personnel compensation, from legitimate	("Distribution Plan") adopted pursuant to Rule 12b-1 under the 1940 Act.
profits from its investment advisory fees and other resources available to it. In	Pursuant to the Distribution Plan, each Fund compensates the Funds'
addition, the Adviser may reimburse third party administrators for retirement	distributor at a rate equal to 0.25% of the average daily net assets of the Fund
plan shareholder servicing expenses. Under the Advisory Agreement, the Funds	attributable to its Class N shares for distribution and related services. Because
pay to the Adviser as compensation for the services rendered, facilities furnished,	these fees are paid out of the Fund's Class N assets on an on-going basis, over
and expenses paid by it the following fees:	time, these fees will increase the cost of your investment and may cost you
Fund Annual Management Fee (As Percent of Average Net Asset Value)	more than paying other types of sales charges.
Convertible Securities 0.15%	
Select Equities 0.75%	
Earnings Momentum 1.00%	
Large Cop Growth 0.55%	
Large Cap Value 0.55%	
Aggressive Growth Equities 1.00%	
Small Cap Growth 1.00%	
Small Cap Value 1.00%	
Value Opportunities Fund 0.80%	

The Adviser has agreed to reduce its investment advisory fee or to pay the
ordinary operating expenses of the Funds to the extent necessary to limit the
Funds' ordinary operating expenses to an amount not to exceed the trailing
monthly expense ratio average for comparable funds calculated by Lipper
Analytical Services, Inc. through December 31, 1999.

The Advisory Agreement provides that the Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the matters to which the agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Adviser in the performance of its duties or from reckless disregard by the
Adviser of its duties under the agreement.

40

41

LBF002-01025


=============
Page 23 of 30
=============

YOUR INVESTMENT

Account Policies and Services

Buying shares

You pay no sales charges to invest in a Fund. Your price for Fund shares is the
Fund's net asset value per share (NAV) which is calculated as of the close of
trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time)
every day the exchange is open. Your order will be priced at the next NAV
calculated after your order is accepted by the Fund. Orders received by a
Fund's transfer agent from dealers, brokers or other service providers after
NAV for the day is determined will receive that same day's NAV if the orders
were received by the dealers, brokers or service providers from their customers
prior to 4:00 p.m. and were transmitted to and received by the transfer agent
prior to 8:00 a.m. Eastern time on the next day. A Fund's investments are
valued based on market value, or where market quotations are not readily
available, based on fair value as determined in good faith by the Fund pursuant
to procedures established by the Fund's Board.

Minimums

Initial Additional

All Funds except Money Market Fund $250,000 $25,000
Money Market fund $100,000 $ 1,000
The TCW Galileo Funds, Inc. may waive the minimum and subsequent
investments. All investments must be in U.S. dollars. Third-party checks,
except those payable to an existing shareholder, will normally not be accepted.
If your check or wire does not clear, you will be responsible for any loss a
Fund incurs.

Selling shares

You may sell shares at any time. Your shares will be sold at the next NAV
calculated after your order is accepted by the Fund's Transfer Agent. Any
certificates representing Fund shares being sold must be returned with your
redemption request. Your order will be processed promptly, and you will
generally receive the proceeds within a week.
Before selling recently purchased shares, please note that if the Fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds for up to fifteen days.

42

Written sell order

Some circumstances require written sell orders, along with signature
guarantees. These include:

 amounts of $100,000 or more

 amounts of $1,000 or more on accounts whose address has been changed
within the last 30 days

 requests to send the proceeds to a payee or address different than what is on
our records

A signature guarantee helps protect against fraud. You can obtain one from
most banks or securities dealers but not from a notary public. Please call
(800) 248-4486 to ensure that your signature guarantee will be processed
correctly.

Exchange privilege

You can exchange from one Class I Galileo Fund into another. You must meet
the investment minimum for the Fund you are exchanging into. You can
request your exchange in writing or by phone. Be sure to read the current
prospectus for any Fund into which you are exchanging. Any new account
established through an exchange will have the same privileges as your original
account (as long as they are available).

Third Party Transactions

You may buy and redeem Fund shares through certain broker-dealers and
financial organizations and their authorized intermediaries. If purchases and
redemptions of Fund shares are arranged and settlement is made at an
investor's election through a registered broker-dealer, other than the Fund's
distributor, that broker-dealer may, at its discretion, charge a fee for that
service.

Account statements

Every Fund investor automatically receives regular account statements. You
will also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.

43

I RF002-01026


=============
Page 24 of 30
=============

General policies TO OPEN AN ACCOUNT
  _ TO ADD TO AN ACCOUNT

For any Fund, if your account falls below $250,000 ($100,000 for Money
Market Fund) as a result of redemptions and or exchanges for six months or
more, the Fund may close your account and send you the proceeds upon 60
days' written notice.

Unless you decline telephone privileges on your New Account Form, you may
be responsible for any fraudulent telephone order as long as the Transfer Agent
takes reasonable measures to verify the order.

Large Redemption Amounts

Each Fund also reserves the right to make
a "redemption in kind"-payment in port-
folio securities rather than cash-if the
amount you are redeeming in any 90-day
period is large enough to affect Fund oper-
ations I for example, if it equals more than
$250,000 or represents more than 1% of
the Fund's assets).

Each Fund restricts excessive trading
(usually defined as more than four
exchanges out of the Fund within a
calendar year). You are limited to one
exchange of shares in the same Fund
during any 15-day period except investors
in 401(k) and other group retirement
accounts, investors who purchase shares
through certain broker-dealers and asset
allocation accounts managed by the
Adviser or an affiliate. Each Fund reserves
the right to:
 refuse any purchase or exchange
request that could adversely affect a
Fund or its operations, including those
from any individual or group who, in
the Fund's view, are likely to engage in
excessive trading
 change or discontinue its exchange
privilege, or temporarily suspend this
privilege during unusual market
conditions

In Writing

Complete the New Account Form. Mail your
New Account Form and a check mode payable
to TCW Galileo Fund to:
  Regular Mail
TCW Galileo Funds, Inc.
DST Systems, Inc.
P.O. Box 419951
Kansas City, MO 64141-6951

  Express, Registered or Certified Mail
TCW Galileo Funds, Inc.
DST Systems, Inc.
330 W. 9th Street
Poindexter Building, 1st Floor
Kansas City, MO 64105-2005

(Same, except that you should include a note specifying
the fund name, your account number, and the name(s)
your account is registered in.)

by telephone
Please contact the Transfer Agent at
(800) 248-4486 for a New Account Form.
Wire: Have your book send your investment to: (Some)
United Missouri Bank of Kansas City, N.A.
ABA No. 101000695
DST Systems, Inc./AC 9810311553
F80 TCW Galileo Fund
(Name on the Fund Account)
(Fund Account Number)

Via Exchange

 delay sending out redemption proceeds Call the Transfer Agent at (800) 248-4486 or
for up to seven days (generally applies the Investor Relations Department at
  only in cases of very large redemptions, (800) 386-3829. The new account will have
excessive trading or during unusual the same registration as the account from which
market conditions) you are exchanging.

44

If you need help completing the New Account Form, please call the transfer
agent at (800) 248-4486, the Investor Relations Department at TCW Galileo
Funds at (800) FUND TCW (800) 386-3829 or your investment representative
at TCW Galileo Funds.

45

LBF002-01027


=============
Page 25 of 30
=============

TO SELL OR EXCHANGE SHARES

By Mail

Write a letter of instruction that includes:
 your nome(s) and signature(s) as on the account form
your account number
 the fund name
 the dollar amount you wont to sell or exchange
 how and where to send the proceeds

Obtain a signature guarantee or other documentation, if
required (see "Account Policies and Services-Selling
Shares").

Mail your letter of instruction to

  Regular Mail
TCW Galileo Funds, Inc.
DST Systems, Inc.
P.O. Box 419951
Kansas City, MO 64141-6951

  Express, Registered or Certified Mail
TCW Galileo Funds, Inc.
DST Systems, Inc.
330 W. 9th Street
Poindexter Building, 1st Floor
Kansas City, MO 64105-2005

By Telephone
Be sure the Fund has your bank account information on file.
Call the Transfer Agent at (800) 248-4486 to request your
transaction. Proceeds will be wired to your bank.
Telephone redemption requests must be for a minimum of
$1,000.

Systematic Withdrawal Plan: Coll (800) 248-4486
to request a form to odd the plan. Complete the form,
specifying the amount and frequency of withdrawals you would
like.
Be sure to maintain an account balance of $25,000 or more.
Systematic Withdrawal plans are subject to a minimum annual
withdrawal of $500.

46

	Distributions and Taxes
To reach the Transfer Agent,	The amount of dividends of net investment income and distributions of net
DST Systems, Inc., call toll free	realized long and short-term capital gains payable to shareholders will be
in the U.S.	determined separately for each Fund. Dividends from the net investment
(800) 248-4486	income of each Fund will be declared and paid annually except for the
Outside the U.S.	Convertible Securities Fund, which will declare and pay dividends quarterly.
(816) 843-7166 (collect)	The Funds will distribute any net realized long or short-term capital gains at
	least annually. Your distributions will be reinvested in the fund unless you
To reach your investment
representative or the Investor	instruct the fund otherwise. There are no fees or sales charges on
i

Relations Department at TCW	re
nvestments.
Galileo Funds, call toll free	In any fiscal year in which the Funds qualify as regulated investment
in the U.S.	companies and distribute to shareholders all of their net investment income
	and net capital gains, the Funds are relieved of Federal income tax.
(800) 386-3829	

Generally, all dividends and capital gains are taxable whether they are
reinvested or received in cash--unless you are exempt from taxation or
entitled to tax deferral. Capital gains distributions may be taxable at different
rates depending on the length of time a Fund has held the assets sold. Early
each year, you will be notified as to the amount and Federal tax status of all
distributions paid during the prior year. Distributions may also be subject to
state or local taxes. The tax treatment of redemptions from a retirement plan
account may differ from redemptions from an ordinary shareholder account. If
you redeem shares of a Fund or exchange them for shares of another Fund,
any gain on the transaction may be subject to tax. You must provide the Funds
with a correct taxpayer identification number (generally your Social Security
Number) and certify that you are not subject to backup withholding. If you fail
to do so, the IRS can require the Funds to withhold 31% of your taxable
distributions and redemptions. Federal law also requires the Funds to withhold
30% or the applicable tax treaty rate from dividends paid to nonresident alien,
non-U.S. partnership and non-U.S. corporation shareholder accounts.
This is a brief summary of sonic of the tax laws that affect your investment in
the Fund. Please see the Statement of Additional Information and your tax
adviser for further information.

47

Dcnn') _nlr'


=============
Page 26 of 30
=============

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal years indicated. Certain information reflects
financial results for a single Fund share. "Total return" shows how much your
investment in the Institutional Class shares of the Fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends
and distributions. These figures have been audited by Deloitte & Touche LLP,
whose report, along with Company's financial statements, are included in the
annual report, which is available upon request.
TCW Galileo Convertible Securities Fund

January 2, 1997

		(Commencement
		of Operations)
	Year Ended	through
	October 31,	October 31,
	1998	1997
Per-Share Data ($)		
Net asset value, beginning of period	$11.41	$10.00
Investment operations:		
Investment income-net	0.31	0.31
Net realized and unrealized gain on investments	(0.08)	1.43
Total from investment operations	0.29	1.74
Distributions:		
Dividends from investment income-net	(0.37)	(0.33)
Dividends from net realized gains on investments	(0.75)	-
Dividends in excess of net investment income	(0.05)	-
Total Distributions	(1.17)	(0.33)
Net asset value, end of period	$10.53	$11.41
Total return (%)	2.69%	17.66%

Ratios/Supplemental Dole
Net assets, end of period ($ x 1,000) $27,388 $36,890
Ratio of expenses to average net assets (%) 1.05/03 0.95%T3
Ratio of net income to average net assets (%) 3.34% 3.54%?
Portfolio turnover role (%) 139.65% 141.43%1
)for the period January 2, 1997 (commencement of operations) to October 31, 1997 and not indicative of a full year's operating results.
?Annualized.
3TIre Adviser had voluntarily agreed to reduce its fee, or to pay the operating expenses of the Fund, to the extent necessary to limit the annual
ordinary operating expenses of the fund to 0.95% of net assets through December 31, 1997 and 1.05% of net assets through December 31,
1998. Had such action not been taken, total annualized operating expenses as a percentage of average net assets would have been 1.51%
for the period Jorntay 2, 1997 (commencement of operations) through October 31, 1997 and 1.16% for the year ended October 31, 1998.

48

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal years indicated. Certain information reflects
financial results for a single Fund share. "Total return" shows how much your
investment in the Institutional Class shares of the Fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends
and distributions. These figures have been audited by Deloitte & Touche LLP,
whose report, along with Company's financial statements, are included in the
annual report, which is available upon request.
TCW Galileo Select Equities Fund
(formerly TCW Galileo Core Equities Fund)

Per-Share Dula ($)
Net asset value, beginning of period
Investment operations:
Investment income (loss)-net
Net realized and unrealized gain (loss) on investments
Total from investment operations
Distributions:
Dividends from investment income-net
Dividends from net realized gains on investments
Total Distributions
Net asset value, end of period

				Ten
				Months
				Ended
	Year Ended October 31		10/31,
1998	1997	1996	1995	1994
$19.29	$15.93	$13.69	$11.57	$11.81
(0.02)	0.01	0.11	0.06	0.04
3.38	3.51	2.18	2.11	(0.28)
3.36	3.58	2.29	2.17	(0.24)
-	(0.02)	(0.05)	(0.05)	-
(5.76)	(0.20)	-	-	-
(5.76)	(0.22)	(0.05)	(0.05)	-
$16.89	$19.29	$15.93	$13.69	$11.51

Total return (%)	23.83%	22.68%	16.79%	18.85%	(2.03)%r
Ratios/Supplemental Data					
Net assets, end of period (S x 1,000)	$184,865	$156,113	$231,302	$197,121	$136,122
Ratio of expenses to overage net assets (%)	0.86%	0.83%	0.82%	0.85%	0.91%z
Ratio of net income (loss) to average net assets (%)	(0.14)%	0.08%	0.18%	0.48%	D.44%2
Portfolio turnover rate (%)	103.51%	39.22%	39.58%	53.77%	23.53%)
'For the ten months ended October 31, 1994 and not indicative of a full year's operating results.			
?Annualized.					

49

I RF007-01029


=============
Page 27 of 30
=============

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal years indicated. Certain information reflects
financial results for a single Fund share. "Total return" shows how much your
investment in the Institutional Class shares of the Fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends
and distributions. These figures have been audited by Deloitte & Touche LLP,
whose report, along with Company's financial statements, are included in the
annual report, which is available upon request.

TCW Galileo Earnings Momentum Fund

Per-Share Data ($)
Net asset value, beginning of year

Investment operations:
Investment income (loss)-net
Net realized and unrealized gain on investments
Total from investment operations
Distributions:
Dividends from not realized gains on investments
Dividends in excess of net investment income
Total Distributions
Net asset value, end of period

  Year Ended October 31
1998 1991 1996 1995

$13.87	$13.01	$11.47	$10.00
(0.14)
(2.20)	(0.12)
1.98	(0.11)
1.72	(0.03)
1.51
(2.34)	1.86	1.61	1.48

  (0.97) (1.00) (0.07) -
- - - (0.01)
  (0.91) (1.00) (0.07) (0.01)
$10.56 $13.87 $13.01 $11.47

Total return (%)	(17.76)%	15.53%	13.99%	14.76%
Ratios/Supplemental Data				
Net assets, end of year (S x 1,000)	S 32,299	$101,667	$77,994	$63,411
Ratio of expenses to average net assets (%I	1.27%	1.17%	1.13%	1.14%r
Ratio of net income (loss) to average net assets (%)	(1.10)%	(0.96)%	(0.82)%	(0.28)%
Portfolio turnover rate (%)	51.25%	93.06%	99.03%	85.91%

'The Adviser has voluntarily agreed to reduce its fee from the Ford, or to pay the operating expenses of the fund, to the extent necessary to
limit the ordinary operating expenses of the fund to 1.14% of net assets through December 31, 1995. Had such action not been taken, total
operating expenses for the fiscal years ended October 31, 1996 and October 31, 1995 would have been 1.14% of average net assets.

50

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal years indicated. Certain information reflects
financial results for a single Fund share. "Total return" shows how much your
investment in the Institutional Class shares of the Fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends
and distributions. These figures have been audited by Deloitte & Touche LLP,
whose report, along with Company's financial statements, are included in the
annual report, which is available upon request.

TCW Galileo Large Cap Growth Fund	
	June 3, 1998
	(Commencement
	of Operations)
	through
	October 31,
	1998
Per-Share Data ($)	
Net asset value, beginning of period	$10.00
Investment operations:	
Investment income-net	-
Net realized and unrealized gain (loss) on investments	1.18
Total from investment operations	1.16
Net asset value, end of period	$11.18
Total return (%)	11.80%
Ratios/Supplemental Onto	
Net assets, end of period (S x 1,000)	$ 1,800
Ratio of expenses to average net assets (%)	0.91%2,3
Ratio of net income (loss) to overage net assets (%)	(0.07)%Z
Portfolio turnover rate (%)	50.76%r

If of the period June 3, 1998 (commencement of operations) through October 31, 1998 and not indicative of a full year's operating results.
2Annualized.
31he Adviser has voluntarily agreed to reduce its fee, or to pay the operating expenses of the fund, to the extent necessary to limit ordinary
operating expenses of the fund to 0.91% of net assets through December 31, 1998. Had such action not been taken, total annualized
operating expenses for the period June 3, 1998 (commencement of operations) through October 31, 1998 would have been 2.53% of
average net assets.

51

i RFnm_n1nnn


=============
Page 28 of 30
=============

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal years indicated. Certain information reflects
financial results for a single Fund share. "Total return" shows how much your
investment in the Institutional Class shares of the Fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends
and distributions. These figures have been audited by Deloitte & Touche LLP,
whose report, along with Company's financial statements, are included in the
annual report, which is available upon request.

TCW Galileo Large Cap Value Fund

Per-Share Data ($)
Net asset value, beginning of period
Investment operations:
Investment income--net
Net realized and unrealized gain (loss) on investments
Total from investment operations
Net asset value, end of period

Total return (%)

Ratios/Supplemental Data
Net assets, end of period ($ x 1,000)
Ratio of expenses to average net assets (%)
Ratio of net income (loss) to average net assets (%)
Portfolio turnover rate (%)

'Annualized.
?The Adviser has voluntarily agreed to reduce its fee, or to pay the operating expenses of the fund, to the extent necessary to limit ordinary
operating expenses of the fund to 0.55% of net assets through December 31, 1998. Had such action not been taken, total annualized
operating expenses for the period June 3, 1998 (commencement of operators) through October 31, 1998 would hove been 2.48% of
overage net assets.
3For the period June 3, 1998 (commencement of operations) and not indicative of o full year's operating results.

52

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal years indicated. Certain information reflects
financial results for a single Fund share. "Total return" shows how much your
investment in the Institutional Class shares of the Fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends
and distributions. These figures have been audited by Deloitte & Touche LLP,
whose report, along with Company's financial statements, are included in the
annual report, which is available upon request.

TCW Galileo Aggressive Growth Equities Fund
(formerly TCW Galileo Mid-Cap Growth Fund)

June 3, 1998
(Commencement
of Operations)
through
October 31,
1998

  $10.00

  0.04
0.08
0.12
  $10.12
1.20%3

$7,505
0.55%'?
1.04%'
83.84%3


  Per-Shore Data ($)
  Net asset value, beginning of period
Investment operations:
  Investment income (loss)-net
  Net realized and unrealized gain (loss) on investments
Total from investment operations
  Net asset value, end of period

Total return M

Ratios/Supplemental Data
Net assets, end of period (S x 1,000)
Ratio of expenses to overage net assets (%)
Ratio of net income (loss) to overage net assets (%)
Portfolio turnover rate (%)

		June 3, 1996
		(Commencement
		of Operations)
Year Ended	through
October 31	October 31,
1998	1997	1996
		
$9.40	$9.19	$10.00
		
(0.11)	(0.08)	(0.03)
2.06	0.29	(0.78)
1.95	0.21	(0.81)
$11.35	$9.40	$9.19
		
20.74%	2.28%	(8.10)%'
$84,904	$135,850	$92,430
1.17%	1.12%	1.20%?3
(1.03)%	(0.86)%	(0.80)%?
55.36%	50.45%	19.19%'

'For the period June 3, 1996 (commencement of operations) through October 31, 1996 and not indicative of a full year's operating results.
?Annualized.
3% Adviser has voluntarily agreed to reduce its fee from the Fund, or to pay the operating expenses of the Fund, to the extent necessary to
omit the ordinary operating expenses of the fund to 1.20% of net assets ttrrough December 31, 1996. Had such action not been token, total
annualized operating expenses for the period June 3, 1996 (commencement of operations) through October 31, 1996.

53

i RFnm_nin31


=============
Page 29 of 30
=============

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal years indicated. Certain information reflects
financial results for a single Fund share. ""Total return" shows how much your
investment in the Institutional Class shares of the Fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends
and distributions. These figures have been audited by Deloitte & Touche LLP,
whose report, along with Company's financial statements, are included in the
annual report, which is available upon request.

TCW Galileo Small Cap Growth Fund	
	March 31, 1994
	(Commencement
	of Operations)
	through
Y	ear Ended October 31 October 31,
1998	1997 1996 1995 1994
Per-Share Data ($)	
Net asset value, beginning of period $18.74	$11.17 $13.53 $9.39 $10.00
Investment operations:	
Investment income (loss)-net (0.18)	(0.15) (0.13) (0.07) (0.04)
Net realized and unrealized gain (loss) on investments (0.90)	1.91 4.08 4.12 (0.57)
Total from investment operations (1.08)	1-16 3.95 4.65 (0.61)
Distributions:	
Dividends from investment income---net -	- (0.01) - -
Dividends from net realized gains on investments - (1.18)	(0.19) (0.30) (0.51) -
Total Distributions: (1.18)	(0.19) (0.31) (0.5)) -
Net asset value, end of period $16.48	$18.74 $17.11 $13.53 $9.39
Total return (%) (5.98)%	10.38% 29.73% 49.89% (6.10)%'
Ratios/Supplemental Data	
Net assets, end of period ($ x 1,000) $116,050	$144,156 $132,444 $66,056 $51,089
Ratio of expenses to average net assets (%6) 1.13%	1.14% 1.14% 1.21% 1.09%r3
Ratio of net income (loss) to average net assets (%) (0.95)%	(0.89)% (0.76)% (0.61)% (0.59)%z
Portfolio turnover rote 1%) 63.61%	60.52% 45.43% 89.73% 88.63%'
'For the period March 1, 1994 (commencement of operations) through October 31, 1994 and not indicative of a full year's operating results.
2Annuahzed.	
3The Adviser has voluntarily agreed to reduce its fee from the fund, a to pay	the operating expenses of the fund, to the extent necessary to
limit the ordinary operating expenses of the Fund to 1.09% of net assets through December 31, 1994. Had such action not been taken, total
1994 (commencement of operations) through October 31, 1994 would have been
expenses for the period March 1
annualized operatin
,
g
1995
ended October 31
fis
al
ea
t
d f
th
t
f	total operating expenses would have been 1.24% of average
,
,
e
y
r
or
c
asse
s an
average ne
1.39% o	
net assets.	

54

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal years indicated. Certain information reflects
financial results for a single Fund share. "Total return" shows how much your
investment in the Institutional Class shares of the Fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends
and distributions. These figures have been audited by Deloitte & Touche LLP,
whose report, along with Company's financial statements, are included in the
annual report, which is available upon request.
TCW Galileo Value Opportunities Fund

November 3, 1997

	(Commencement
	of Operations)
	through
	October 31, 1998
Per-Share Data ($)	
Net asset value, beginning of period	$10.00
Investment Operations:	
Investment income (loss)-net	_
Net realized and unrealized gain (loss) on investments	(0.75)
Total from investment operations	(0.15)
Distributions:	
Dividends from investment income--net	
Dividends from net realized gains on investments	-
Dividends in excess of net realized gains	
)
(0.00
Total Distributions	(0.01)
Net asset value, end of period	$9.24
Total return (%)	(7.49)%r
Ratios/Supplemental Data	
Net assets, end of period ($ x 1,000)	$28
634
Ratio of expenses to average net assets (%)	,
1 16%t
Ratio of net income to average net assets (9')	0
05%z
Portfolio turnover rate (%)	.
97.30%'
'for the period November 3, 1997 (commencement of operations) through October 31, 1998 and not indicativ	e of a full year's operating
results.	
2nunuaized.	

55

i RFnn7_n1n37


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Page 30 of 30
=============

FOR MORE INFORMATION

For all shareholder account
information such as transactions
and account inquiries:
Call (800) 248-4486

For information regarding the TCW
Galileo Funds, Inc.-
Call

  (800) FUNDTCW (386-3829)
In writing:

TCW Galileo Funds, Inc.
c/o DST System, Inc.,
P.O. Box 419951
Kansas City, MO 64141-6951
On the Internet:
Text-only versions of Fund documents filed
with the SEC can be viewed online or
downloaded from:

SEC
http.//www.sec.gov
TCW GALILEO FUNDS, INC.
http:/ /www.tcwgroup.com

You can also obtain copies by visiting the
SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-
0330) or by sending your request and a
duplicating fee to the SEC's Public
Reference Section, 450 Fifth Street,
N.W., Washington, DC 20549-6009.

TCW Galileo Funds, Inc.

SEC file number: 811-7170

More information on the Fund is available
free upon request, including the following:

Annual / Semi-Annual Report

Describes the Fund's performance, lists
portfolio holdings and contains a letter
from the Fund's portfolio manager
discussing recent market conditions,
economic trends and Fund strategies.

Statement of Additional Information
(SAI)

Provides more details about the Fund and
its policies. A current SAI is on file with
the Securities and Exchange Commission
(SEC) and is incorporated by reference
and is legally considered part of this
prospectus.

56

LBF002-01033