FIRST AMENDMENT TO OPERATING SERVICES AGREEMENT

                           FIRST AMENDMENT TO 
                       OPERATING SERVICES AGREEMENT

     This First Amendment to the Operating Services Agreement
dated April 1, 1998 (the "Agreement") by and between the CornerCap
Growth Fund of the CornerCap Group of Funds, a Massachusetts
business trust (the "Fund"), and CornerCap Investment Counsel,
Inc., a Georgia corporation (hereinafter referred to as
"Manager") is made and entered into as of the 24th day of July,
1998.

     In consideration of the premises and the mutual covenants
hereinafter contained, the Fund and Manager agree to amend the
Agreement as follows:

     1.   AMENDMENTS REGARDING DISTRIBUTION AND/OR UNDERWRITING
SERVICES

          (a)  Section 1(a) of the Agreement is hereby amended by
deleting provision 1(a)(5) in its entirety. 

          (b)  Section 1(b) of the Agreement is hereby amended by
the addition of the following new Section 1(b)(5) and the
renumbering of the current Section 1(b)(5) to Section 1(b)(6) as
indicated:

               (5)  Distribution and/or underwriting services;

               (6)  Any other extraordinary expense of the Fund
               or Portfolio.

     2.   IMPACT OF AMENDMENTS ON MANAGER.  None of the
amendments of the Agreement herein are intended to restrict in
any manner the Manager's ability to use its own funds for the
purposes of distribution and or underwriting services for the
Fund.

     IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement on the day and year first above written.

                              CORNERCAP GROWTH FUND



ATTEST: ____________________  By:___________________________

        _______,____________     _________________,_________


                              CORNERCAP INVESTMENT COUNSEL



ATTEST:_____________________  By:___________________________

       ________,____________     _________________,_________