AMENDMENT TO

                                  AMENDMENT TO

                        INVESTMENT MANAGEMENT AGREEMENT

                                    BETWEEN

                  X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.

                                      AND

                         X. XXXX PRICE ASSOCIATES, INC.

     This is an Amendment to the Investment Management Agreement (the
"Agreement"), made as of the 21st day of April, 1999, by and between X. XXXX
PRICE CAPITAL OPPORTUNITY FUND, INC., a corporation organized and existing under
the laws of the State of Maryland (hereinafter called the "Fund"), and X. XXXX
PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of
the State of Maryland (hereinafter called the "Manager").

                              W I T N E S S E T H:

     WHEREAS, the Fund is engaged in business as an open-end management
investment company and is registered as such under the federal Investment
Company Act of l940, as amended (the "Act"); and

     WHEREAS, the Manager is engaged principally in the business of rendering
investment supervisory services and is registered as an investment adviser under
the federal Investment Advisers Act of l940, as amended;

     WHEREAS, the Fund and the Manager first entered into the Agreement on
November 2, 1994 and such Agreement has been renewed each year thereafter on the
same terms and conditions;

     WHEREAS, the Manager has proposed to lower the Fund's Individual Fund Fee
and the Fund's Board of Directors has determined on the date first above written
that such action would be in the best interest of the Fund and its shareholders;
and

     WHEREAS, the Manager and the Fund desire to continue the Agreement on the
same terms and conditions other than as described immediately above and below;

     NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the parties hereto agree as follows:





     1.

Subparagraph B. of Paragraph 3 of the Agreement is amended to read as follows:

          B.
FUND FEE.  The monthly Fund Fee ("Monthly Fund Fee") shall be the sum of the
daily Fund Fee accruals ("Daily Fund Fee Accruals") for each month.  The Daily
Fund Fee Accrual for any particular day will be computed by multiplying the
fraction of one (1) over the number of calendar days in the year by the Fund Fee
Rate of 0.35% and multiplying this product by the net assets of the Fund for
that day, as determined in accordance with the Fund's prospectus as of the close
of business on the previous business day on which the Fund was open for
business.

     2.
All other terms and conditions of the Agreement remain in full force and effect
until April 30, 2000, unless terminated on an earlier date pursuant the
provisions of Paragraph 13 of the Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.


Attest:                           X. XXXX PRICE CAPITAL OPPORTUNITY
                                 FUND, INC.

/s/Xxxxxxxx X. Xxxxxxx              /s/Xxxxxxx X. Xxxxxxxxx
_________________________________ By: __________________________________
Xxxxxxxx X. Xxxxxxx                  Xxxxxxx X. Xxxxxxxxx
Secretary                           President


Attest:                             X. XXXX PRICE ASSOCIATES, INC.

/s/Xxxxxxx Xxx Xxxx              /s/Xxxxx X. Xxxxxxx
__________________________________ By: __________________________________
Xxxxxxx Xxx Xxxx                     Xxxxx X. Xxxxxxx
Assistant Secretary                  Managing Director