MATZEL & MUMFORD MORTGAGE FUNDING INC
POS AM, 1996-06-17
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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       As filed with the Securities and Exchange Commission on June 17, 1996


                                                   Registration No. 33-98178


- ------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM SB-2
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933





                     MATZEL & MUMFORD MORTGAGE FUNDING, INC.
             (Exact name of Registrant as specified in its charter)


New Jersey                                           22-3382016
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


                                100 Village Court
                            Hazlet, New Jersey 07930
                                 (908) 888-4801
                   (Address, including zip code, and telephone
             number, including area code, of Registrant's principal
                               executive offices)



  Removing from registration $2,250,000 principal amount of Intermediate Term
                      Secured Notes originally registered.
<PAGE>

                   Contents of Post-effective Amendment No. 1
                          to the Registration Statement




 This Post-effective Amendment No. 1 to the Registration Statement consists of:

                           a.       Facing Page;

                           b.       This Page; and

                           c.       Signature Page.


          In accordance with Item 28(3) in Part II of the Registration Statement
relating  to  certain   undertakings,   the   Registrant   hereby  removes  from
registration a total of $2,250,000  principal amount of the $6,000,000 principal
amount of the Registrant's Intermediate Term Secured Notes which were registered
pursuant to a Registration  Statement on Form SB-2,  Registration  No. 33-98178,
filed with the Commission on October 13, 1995, and amended on December 20, 1995,
January 26, 1996 and February 7, 1996.

<PAGE>

                                   SIGNATURES


          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended,  the Registrant has duly caused this Post-Effective  Amendment No. 1 to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the Town of Hazlet and State of New Jersey,  on
June 13, 1996.


                                                  MATZEL & MUMFORD
                                                  MORTGAGE FUNDING, INC.



                                                  By: /S/ ROGER MUMFORD
                                                     ------------------------
                                                     Roger Mumford, President


          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this Post-Effective  Amendment No. 1 to the Registration  Statement has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.


 /S/ BRUCE MATZEL
- -----------------------    Chairman of the Board        June 13, 1996
    Bruce Matzel


 /S/ ROGER MUMFORD
- -----------------------    President and Director       June 13, 1996
    Roger Mumford


 /S/ RICHARD ANDERSON
- -----------------------    Chief Financial Officer      June 13, 1996
    Richard Anderson       and Chief Accounting
                           Officer


 /S/ JONATHAN FISHER
- -----------------------    Controller                   June 13, 1996
    Jonathan Fisher



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