MATTHEW 25 FUND INC
497, 1996-08-28
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                              MATTHEW 25 FUND, INC.
                                605 Cloverly Ave.
                              Jenkintown, PA 19046
                                   215-884-4458
                                   888-M25-FUND


PROSPECTUS                                                       August 26, 1996


The Fund & Investment Objective
Matthew 25 Fund, Inc. ("the Fund") is an open-end non-diversified management in-
vestment company that seeks capital appreciation through investment in the  com-
mon stocks  and/or securities convertible into  common stocks.  Criteria used by
the Adviser will  be based on the Business Economics, Management Quality, Finan-
cial Condition and  Stock Price of each business.  Current income from these in-
vestments will be a subordinate consideration.


Fund Share Purchase
Capital shares of the Fund may only be purchased directly from  the Fund at  net
asset value as next  determined after receipt  of order.  The Board of Directors
has established $1,000 as  the minimum initial purchase  and $100 for subsequent
purchases.


Additional Information
This Prospectus, which should be held for  future reference, is  designed to set
forth  concisely  the information  that you  should know  before you  invest.  A
"Statement of Additional Information" containing more information about the Fund
has  been filed  with the Securities and Exchange Commission.  Such Statement is
dated August 26, 1996 and has been incorporated by reference  into  the Prospec-
tus.  A copy of the Statement may be obtained without charge, by writing to  the
Fund or by calling the telephone number shown above.





             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
             BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
             COMMISSION  PASSED  UPON  THE ACCURACY  OR ADEQUACY OF
             THIS  PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.















                                       1
FUND EXPENSES
The following illustrates all expenses  and  fees that a shareholder of the Mat-
thew 25 Fund will incur.  The expenses and fees set forth below are for the 1995
fiscal year.

                       Shareholder Transaction Expenses:
             Sales Load Imposed on Purchases                   None
             Sales Load Imposed on Reinvested Dividends        None
             Redemption Fees                                   None
             Exchange Fees                                     None
             IRA Trustee Fees                                  None

                     Annualized Fund Operating Expenses:
             Management Fees                                   1.0%
             12b-1 Fees                                        None
             Other Expenses                                    1.0%
                                 Total Operating Expenses      2.0%


The following table is given to  assist investors in understanding  the  various
costs and expenses that an investor in the Fund will bear directly and indirect-
ly.  It illustrates the expenses paid on a $1,000  investment over  various time
periods assuming  a) 5% annual rate of return and  b) redemption at the  end  of
each time period.  This example should not  be  considered  a representation  of
past or future expenses or performance.  Actual expenses may be greater  or less
than those shown.

                1 Year       3 Years      5 Years        10 Years
                  $20          $63          $111            $252


THE FUND
MATTHEW 25 FUND, INC. (also referred to as the "Fund") was incorporated in Penn-
sylvania on August 28, 1995.  The Fund's registered office is in Jenkintown, PA:
mail may be addressed to 605 Cloverly Avenue  Jenkintown, PA 19046.


OBJECTIVES AND POLICIES
Objective:  Matthew 25 Fund, Inc. ("the Fund") is an  open-end,  non-diversified
management investment company that seeks capital appreciation through investment
in the common stocks and/or securities  convertible into  common stocks.  Crite-
ria used by the Adviser will be based on the Business Economics, Management Qua-
lity, Financial Condition and Stock Price of each business.  Current income from
these investments will be a subordinate consideration.


Risks associated  with the Fund's performance  will be those due to broad market
declines and business risks from difficulties  which occur to particular compan-
ies while in the  Fund's portfolio.  It must be realized, as is true  of  almost
all securities, there can be no assurance that the Fund will obtain its  ongoing
objective of capital appreciation.


Security Selection Criteria:  Criteria used by the Adviser in recommending  pur-
chases of securities will be  based on the Business Economics, Management Quali-
ty, Financial Condition and Security Price of each business.



                                       2
Portfolio Turnover Policy:  The Fund does not propose to purchase securities for
short term trading in the ordinary course of operations.  Accordingly, it is ex-
pected that the  annual turnover rate  will not exceed  50%, wherein turnover is
computed by dividing the lesser of the Fund's total purchases or sales  of secu-
rities within the period by the average monthly portfolio value of the Fund dur-
ing such period.  There may be times when management deems  it advisable to sub-
stantially alter the composition of the portfolio, in which event, the portfolio
turnover rate  might substantially exceed 50%; this would  only result from spe-
cial circumstances and  not from the Fund's normal operations.


Non-diversification Policy:  The  Fund is  classified  as being  non-diversified
which means that it may invest a relatively high percentage of its assets in the
obligations of  a limited number  of issues.  The Fund, therefore, may  be  more
susceptible than a more widely diversified fund  to any single economic, politi-
cal, or  regulatory occurrence.  The policy  of the Fund, in the hope of achiev-
ing its objective as  stated above, is, therefore, one of  selective investments
rather than  broad diversification.  The Fund seeks  only enough diversification
for  adequate representation among what  it considers to be  the best performing
securities and to maintain its federal non-taxable status under Sub-Chapter M of
the Internal Revenue Code (see next paragraph).


TAX STATUS
Under provisions of Sub-Chapter M of the Internal Revenue Code of 1954 as amend-
ed, the Fund, by paying out substantially all of its  investment income and rea-
lized capital gains, has been and intends to continue to be relieved of  federal
income tax  on the amounts distributed to shareholders.  In order to qualify  as
a "regulated investment company" under Sub-Chapter M, at least 90% of the Fund's
income must be derived from dividends, interest and gains from securities trans-
actions, no more than 30% of the Fund's profits may be derived from sales of se-
curities held  less than three months, and no more than 50% of the Fund's assets
may be  in security holdings  that exceed 5% of  the total assets of the Fund at
the time of purchase.

Distribution  of any net  long term capital gains realized  by the Fund  in 1996
will be taxable to the shareholder as long term capital gains, regardless of the
length of time Fund  shares have been held by the investor.  All income realized
by the Fund, including short  term capital gains, will  be taxable to the share-
holder as ordinary income.  Dividends from  net income will  be made annually or
more frequently  at the discretion of the Fund's Board of  Directors.  Dividends
received shortly after purchase of shares by an investor will have the effect of
reducing the per share net asset value of his shares by the amount of such divi-
dends  or distributions and, although in effect a return of capital, are subject
to federal income taxes.

The Fund is  required  by federal  law to  withhold 31% of  reportable  payments
(which may include dividends, capital gains, distributions and redemptions) paid
to shareholders who have not  complied with IRS regulations.  In order  to avoid
this withholding requirement,  you must  certify on a  W-9 tax form supplied  by
the Fund that your Social Security or Taxpayer Identification Number provided is
correct and  that you are  not currently subject to back-up withholding, or that
you are exempt from back-up withholding.


INVESTMENT RESTRICTIONS
By-laws of the  Fund provide  the following fundamental investment restrictions;
The  Fund may  not, except  by the  approval of  a majority  of the  outstanding
shares;  i.e.  a) 67% or more of  the voting securities present at a duly called
                                       3
meeting,  if the  holders of  more than 50% of the outstanding voting securities
are present or represented  by proxy, or  b) of more than 50% of the outstanding
voting securities, whichever is less:
(a) Act as  underwriter for  securities of  other issuers except insofar  as the
    Fund may be deemed an underwriter in selling its own portfolio securities.
(b) Borrow  money or purchase  securities on  margin, but  may obtain such short
    term credit as may be necessary for clearance of purchases and  sales of se-
    curities for temporary  or emergency purposes  in an amount not exceeding 5%
    of the value of its total assets.
(c) Sell securities short.
(d) Invest in securities of other investment companies except as part of a mer-
    ger, consolidation , or purchase  of assets  approved  by the Fund's share-
    holders.
(e) Invest over 25% of its assets at the time of purchase in any one industry.
(f) Make investments in commodities, commodity contracts or real estate although
    the Fund  may purchase and sell securities  of companies which deal  in real
    estate or interests therein.
(g) Make loans.  The purchase of a portion of a readily marketable issue of pub-
    licly distributed  bonds, debentures  or other debt securities will not  be
    considered the making of a loan.
(h) Acquire  more than 10% of  the securities  of any  class of  another issuer,
    treating  all preferred securities  of an issuer  as a single class  and all
    debt securities  as a single class, or  acquire more than  10% of the voting
    securities of another issuer.
(i) Invest in companies for the purpose of acquiring control.
(j) The Fund may not purchase  or retain securities of any issuer if those offi-
    cers and directors of the Fund or  its Investment Adviser owning individual-
    ly more  than 1/2 of 1% of any  class of security  or collectively  own more
    than 5% of such class of securities of such issuer.
(k) Pledge, mortgage or hypothecate any of its assets.
(l) Invest  in securities which may be subject to registration under the Securi-
    ties Act of 1933 prior to sale to the public or which are not at the time of
    purchase readily salable.
(m) Invest  more than 5% of the total Fund assets, taken at  market value at the
    time  of purchase, in  securities of  companies with less  than three years'
    continuous operation, including the operations of any predecessor.
(n) Issue senior securities.


INVESTMENT ADVISER
The  Matthew 25 Management  Corp. is a Pennsylvania  corporation that acts as an
Investment Adviser to the Fund.  Mr. Mark Mulholland  established the company in
April 1995 and is the sole owner, director and officer of the Investment Adviser
and president of the Fund.  He has direct responsibility for day to day  manage-
ment of the Fund's portfolio registered with the Securities and Exchange Commis-
sion.  Mark Mulholland has a B.A. in Economics from Lafayette College and became
an account  executive who started his  career with Advest Inc.  on  February 14,
1983.  He moved to  Paine Webber Inc. in 1988.  He currently has built his prac-
tice to manage over  $80,000,000 in assets for about  800 clients.  He reached a
threshold where he desired to apply his expertise  towards managing a public no-
load mutual fund.  He approached the management of the Valley  Forge  Fund, Inc.
and solicited their support to this end. He wanted a Fund structured essentially
identical to the Valley Forge Fund, Inc. except that he wished to place more em-
phasis in the pursuit of long-term capital gains.  The Matthew 25 Fund, Inc. was
formed by Bernard Klawans, for Mark Mulholland.  Mr. Klawans used  Valley  Forge
Fund's Officers, Board of Directors, Investment Adviser, with the intent to have
Mr. Mulholland form his own Investment Adviser concern and select his own  Board
of Directors when he was prepared to leave Paine Webber and operate the Fund. On

                                       4

July 8, 1996 the first meeting of shareholders was held to permit  Mark  Mulhol-
land's Investment Advisory company to begin its duties as Adviser to the Matthew
25 Fund, Inc. and installed a new Board of Directors to  oversee operations with
the complete cooperation and support of all Valley Forge Fund associated person-
nel.  Mr. Klawans has received $500 for his past services plus support  services
through the Fund's first  year of operation.  The Valley Forge  Management Corp.
received its  contractual  management fee and the Valley Forge  Fund  Directors,
with the exception of Mr. Klawans,  received $99 for each Matthew  25 Fund, Inc.
Directors meeting they  attended from either the Matthew 25 Fund or the  Matthew
25 Management Corp.  There have been no other financial arrangements or benefits
including services and / or "soft dollars" since the start of the filing process
in January 1996.

This new Advisory Agreement will continue on a year to year  basis provided that
approval is voted at least annually by specific approval of the  Board of Direc-
tors of the Fund or by vote of the holders of a majority of the outstanding vot-
ing securities of the Fund, but, in either event, it must  also be approved by a
majority of the directors of the Fund  who are neither parties  to the agreement
nor interested persons as defined in the  Investment Company Act  of  1940  at a
meeting called for the purpose of voting on such approval.  Under the Agreement,
the Matthew  25 Management Corp., the Adviser, will have full discretion and re-
sponsibility for the  investment  decisions in the Fund.  The Agreement  may  be
terminated at any time, without the payment of any penalty, by the  Board of Di-
rectors or by vote of a  majority  of the  outstanding  voting securities of the
Fund on not more than 60 days written notice to the Matthew  25 Management Corp.
In the event of its assignment, the Agreement will terminate automatically.  Ul-
timate decisions as to the  investment policy and as to individual purchases and
sales of securities are made by the  Fund's  officers  and directors.  For these
services the Fund has agreed to pay to Matthew 25 Management Corp. a fee  of  1%
per year on the net assets of the Fund.  All fees are  computed  on the  average
daily closing  net asset value of the Fund and are payable monthly.  The fee  is
higher than the fee paid by most  other funds.  Not withstanding, the Investment
Adviser  would  forgo  sufficient fees to hold the total expenses of the Fund to
less than 2.0% of the first $10 million in averaged assets and 1.5% of the  next
$20 million. These ratios  were selected by  the Board of Directors because they
are believed to meet the most restrictive state requirements.

Pursuant  to its  contract with the  Fund, the Investment Adviser is required to
render  research, statistical, and Advisory services to the Fund; to make speci-
fic recommendations based on the Fund's investment requirements; and  to pay the
salaries of those of the Funds employees who may be officers or directors or em-
ployees of  the Investment Adviser.  Fees,  if any, of  the custodian, registrar
transfer agents  shall  be paid  by the Fund.  The Fund pays all other expenses,
including fees  and expenses of directors not affiliated with the Adviser; legal
and  accounting fees; interest, taxes  and brokerage  commissions, recordkeeping
and  the expense of  operating its offices.  The Investment Adviser has paid the
initial organizational costs of the Fund and will reimburse the Fund for any and
all losses incurred because  of purchase reneges.



OFFICERS AND DIRECTORS OF THE FUND
Officers and Directors of the Fund, together with their addresses, principal oc-
cupations during the past five years and their ownership of the Fund are as fol-
lows:



                                       5

                          Principal Occupation       Fund Shares        Percent
Name                Age   Past Five Years            Owned 6/3/96       of class

Steven D. Buck       36   Partner Stevens & Lee            0               0.00%
 Esq.                     Reading, PA

Dr.Philip J. Cinelli 36   Physician Family Practice        0               0.00%
 D.O.                     Bangor, PA

Samuel B. Clement    38   Stockbroker Legg Mason           0               0.00%
                          Bryn Mawr, PA

Linda Guendelsberger 36   Partner Fishbein & Co P.C.       0               0.00%
 CPA                      Elkins Park, PA

Mark Mulholland*     36   Stockbroker Paine Webber    42,516.150**        99.78%
                          Jenkintown, PA

Scott A. Satell      34   Partner BPI                      0               0.00%
 Manufacture's Rep        Bala Cynwyd, PA

* Director of the Fund who would be considered  "interested persons" as  defined
by the Investment Company Act  of  1940.  Mark Mulholland will be an  interested
person insofar as he is President and  owner of the  Fund's Investment  Adviser.

** Mark Mulholland owns his stock jointly with his wife Ann Mulholland.

REMUNERATION OF DIRECTORS AND OFFICERS                     
The Fund does not intend to pay  fees  to the directors until such time that the
Fund's assets exceed  $2,500,000.00, although the  Fund will reimburse directors
for their expenses.There has been no payments made to this Board as of  the date
of this filing.  The previous Directors had received fees totaling $1,881, as of
July 8, 1996, of this amount $693  was paid by the Fund and  $1,188  was paid by
Matthew  25  Management Corp.  The Fund intends to pay Independent Directors $50
plus  expenses per  meeting, as long as the Fund's  Assets exceed the threshold.
Mark Mulholland  will  receive benefit from the investment advisory fees payable
to Matthew 25 Management Corp. and therefore will not be eligible to receive di-
rectors fees as long as his firm acts as the Investment Adviser.

CAPITALIZATION
Description of Common Stock:  The authorized capitalization of the Fund consists
of  1,500,000 shares of common stock of  $0.01 par value per share.  Each  share
has  equal dividend, distribution  and liquidation rights.  There are no conver-
sion  or pre-emptive  rights applicable  to any shares of  the Fund.  All shares
issued are fully paid and non-accessible.

Voting Rights:  Each holder of  common  stocks has one vote for each share  held
and fractional shares will have  an  equivalent fractional vote.   Voting rights
are non-cumulative, which means that the holders of a majority of shares of com-
mon stock can elect all directors of the Fund if they so choose, and the holders
of the remaining shares will not be able to elect any person as a director.

Major Shareholders:  Mark and Ann M. Mulholland as of  the date of this Prospec-
tus own 99.78 % of the outstanding shares in a Joint Tenancy account.

PURCHASE OF SHARES AND REINVESTMENTS
The offering price of  the shares offered by the Fund is at  the Net Asset Value
per share ( "NAV" ) next determined after receipt of the  purchase order by  the
                                       6
Fund.  The NAV of the Fund's shares is determined as of the close of business of
the New York Stock Exchange on each business day of which that Exchange is open.
The price is determined by dividing  the value of its securities, plus any  cash
and other assets less all liabilities, excluding capital surplus,  by the number
of shares outstanding.  For further  explanation  on how NAV is computed see de-
scription  under  the caption "PRICING OF SHARES" in this  Prospectus.  The Fund
reserves the right, at its  sole  discretion, to terminate the  offering  of its
shares made  by this Prospectus  at any time and to reject purchase applications
when, in the judgment of management such termination or rejection is in the best
interests of the Fund.


Initial Investments:  Initial purchase of shares of the Fund may be made only by
application submitted  to the Fund.  For  the convenience  of investors, a Share
Purchase Application form is provided with this Prospectus.  The minimum initial
purchase of shares is $1,000 which is due  and payable 3 business days after the
purchase  date.  Less may  be accepted under  especial circumstances.  The  Fund
will be  initially registered in  Pennsylvania and therefore restricted to Penn-
sylvania residents  at the time of  purchase.  There will  be no solicitation of
out of the state of Pennsylvania potential shareholders until registration under
the Blue Sky laws of the state of residence have been met.

Subsequent Purchases:  Subsequent purchases may  be made by mail or by phone and
are due and payable three business days after the purchase date.  The minimum is
$100, but less may be accepted under especial circumstances.


Reinvestments: The Fund will automatically retain and reinvest dividends &  cap-
ital gains  distributions and use same for the purchase of additional shares for
the shareholder at net asset value as of the close  of business on the distribu-
tion  date.  A Shareholder  may at any  time by  letter or forms supplied by the
Fund direct the Fund  to pay dividends  and/or  capital gains  distributions, if
any, to such shareholder in cash.


Fractional Shares: Shares will be issued to  three decimal  places as  purchased
from the fund.  The fund will maintain an account for each shareholder of shares
for which no certificates have been issued.


RETIREMENT PLANS
Individual Retirement Account:  Persons who earn compensation and are not active
participants (and  who do not have a  spouse who is an active participant) in an
employee maintained retirement plan may establish Individual Retirement Accounts
(IRA) using Fund shares.  Annual contributions, limited  to the lesser of $2,000
or 100% of compensation, are  tax deductible from gross income.  This IRA deduc-
tion is also retained for individual taxpayers and married couples with adjusted
gross  incomes within certain specified limits.  All individuals may make nonde-
ductible IRA  contributions to separate accounts to the extent that they are not
eligible for  a deductible contribution.

Earnings under the IRA are reinvested and are tax-deferred until withdrawals be-
gin.  The maximum annual  contribution may be  increased to $2,250 if you have a
spouse who earns no compensation during the taxable year.   A separate and inde-
pendent Spousal IRA must be maintained.

You may begin to make non-penalty withdrawals as  early as age 59 1/2 or as late
as age 70 1/2.  In the event of death or disability, withdrawals may be made be-
fore age 59 1/2 without penalty.
                                       7
A Disclosure Statement is required by U.S. Treasury Regulations.  This Statement
describes the  general provisions of the IRA and is forwarded to all prospective
IRA's.  There  is no  charge  to  open and maintain a Matthew 25 Fund IRA.  This
policy  may be changed  by the Board of Directors  if they deem it  to be in the
best  interests of all shareholders.  All IRA's  may be revoked within 7 days of
their establishment with no penalty.


PRICING OF SHARES
The Net  Asset Value of the Fund's shares is determined as of the close of busi-
ness of the New York Stock Exchange  on each business day of which that Exchange
is  open (presently 4:00 p.m.) Monday  through Friday exclusive  of Washington's
Birthday, Good Friday, Memorial Day, July 4th, Labor Day,  Thanksgiving, Christ-
mas & New Year's Day.  The price is determined by dividing  the value of its se-
curities, plus any cash and other assets less all liabilities, excluding capital
surplus,  by the number of  shares outstanding.  The market value  of securities
listed on a national exchange is determined to be the last recent sales price on
such exchange.  Listed  securities  that have not  recently traded and over-the-
counter securities are valued at the last bid price in such market.

Short term paper (debt obligations that mature in less than 60 days) are  valued
at amortized cost  which approximates market value.  Other assets  are valued at
fair  market value.  Other assets are valued at fair value as determined in good
faith by the Fund's officers.


REDEMPTION OF SHARES
The Fund will redeem all or  any part of the shares of any shareholder  who ten-
ders a request for redemption (if certificates have not been issued) or certifi-
cates with respect to shares for which certificates have been issued.  In either
case, proper endorsements guaranteed either by  a national bank or a member firm
of the New York Stock Exchange will be  required unless the shareholder is known
to management.  The  redemption price  is the net asset value per share next de-
termined  after notice is  received by  the Fund  for redemption of shares.  The
proceeds received by  the shareholder may be  more or less than his cost of such
shares, depending  upon the net asset value  per share at the time of redemption
and the  difference should be  treated by  the shareholder  as a capital gain or
loss for federal income tax purposes.

Payment by the Fund will ordinarily  be made  within three  business days  after
tender.  The Fund may  suspend the right  of redemption  or postpone the date of
payment if: The New York Stock Exchange is closed for other than customary week-
end  or holiday closings, or  when trading on the New York Stock Exchange is re-
stricted as determined by  the Securities and Exchange Commission   or  when the
Securities and Exchange Commission has determined that an emergency exists, mak-
ing  disposal of fund securities or valuation of net assets not reasonably prac-
ticable.  The Fund intends to make payments in cash,  however, the Fund reserves
the right to make payments in kind.


BROKERAGE
The Fund requires all brokers to effect  transactions of portfolio securities in
such a manner as to get  prompt execution of  the orders  at the most  favorable
price. The Fund will place all orders for purchases and sales  of its  portfolio
securities through the Fund's President who is answerable to the Fund's Board of
Directors. In accordance with Rule 17e-1 of the Investment Company Act of  1940,
if the Fund's President is also a registered  representative of a New York Stock
Exchange  or  NASDAQ Member Firm, he may place  orders through his concern at as
low commission rates as  possible but never to exceed rates that are higher than
                                       8
would  be  available through any other  national  brokerage firm.  The Directors
will review each transaction when a commission is generated at a brokerage  firm
which is affiliated  with the  Fund's President or Adviser  and determine if the
commission paid appears reasonable.  In the event that the Board determines that
any or all of the  commissions  paid are higher than what they determine as rea-
sonable, then the Board will reduce the fees paid to the Adviser by an amount e-
qual to the  commissions deemed unreasonable.  This review must be done at least
quarterly.  The Fund's President may select  other  brokers who  in  addition to
meeting the primary requirements of execution and price, have furnished statist-
ical or other factual information and services, which, in the opinion of manage-
ment, are helpful or necessary to the Fund's normal operations.  No effort  will
be made in any given circumstances  to  determine the value of these services or
the amount they might have  reduced Adviser expenses.

Other than as set forth above, the Fund has no  fixed policy, formula, method or
criteria which it uses in allocating  brokerage  business to brokers  furnishing
these materials and services.  The Board of  Directors  will evaluate and review
the reasonableness of brokerage commissions paid to brokers not affiliated  with
the President or Adviser at least semiannually.



MANAGEMENT OF THE FUND
Shareholders will  meet annually to elect all members of the Board of Directors,
select an independent auditor, and vote on any other  items  deemed pertinent by
the incumbent Board.  The Fund intends to hold Annual Meetings within 90 days of
the Fund's Fiscal Year End, December 31st.  Actual times and  places will be an-
nounced.  The Directors are in turn  responsible  for determining that the  Fund
operates  in accordance with its stated objectives, policies, and investment re-
strictions.  The Board appoints officers to run the Fund and selects an  Invest-
ment Adviser to provide  investment  advice (See Investment Adviser, pg. 4).  It
meets four times a year to review Fund progress and status.  In addition, a non-
interested  Director  performs  an  independent audit  whenever requested by the
Board.


CUSTODIAN & TRANSFER AGENT
The Fund acts as its own custodian and transfer agent.


REPORTS TO SHAREHOLDERS
The Fund  sends all  shareholders annual  reports containing certified financial
statements  and other periodic reports, at  least semiannually, containing unau-
dited financial statements.


AUDITORS
Landsburg, Platt, Reschiatore & Dalton,  Certified Public Accountants, Philadel-
phia, PA.  have been selected  as the independent accountant and  auditor of the
Fund. Landsburg, Platt, Reschiatore & Dalton has no direct or indirect financial
interest  in the Fund or the  Adviser.


LITIGATION
As of the date of this prospectus, there was no pending or threatened litigation
involving the Fund in any capacity whatsoever.



                                       9

ADDITIONAL INFORMATION
This  Prospectus omits  certain information contained in the registration state-
ment on file with the Securities & Exchange Commission.  The registration state-
ment may  be inspected without charge  at the principal office of the Commission
in  Washington, D.C. and copies of all or part thereof may be obtained upon pay-
ment of  the fee prescribed by the Commission.  Shareholders may also direct in-
quiries to the Fund by phone or at the address given on pg 1 of this Prospectus.



















































                                      10
                          SHARE PURCHASE APPLICATION

A)  Please fill out one of the following four types of accounts:

1) Individual Accounts  ****

   ______________________  __  ____________________      ______________________
           First Name      MI       Last Name            Social Security Number

2) Joint Accounts     ****

   ______________________  __  ____________________      ______________________
          First Name       MI        Last Name           Social Security Number

   ______________________  __  _____________________    _______________________
          First Name       MI        Last Name           Social Security Number

3) Custodial Accounts ****

   ______________________  __  ____________________
   Custodian's First Name  MI   Custodian's Last Name

   ______________________  __  ____________________      ______________________
     Minor's First Name    MI    Minor's Last Name                Minor's
                                                         Social Security Number
4) All Other Accounts  ****

       ___________________________________________   __________________________
                      Name of account.                Tax Identification Number

       ___________________________________________
          (Use this second line if you need it)


B) Biographical and other information about the new account:

Full Address:
             Number & Street ___________________________________________________

             City__________________________  St____  Zip________________________


Citizen of____________________  Home Phone_____________  Bus Phone______________


Dividend Direction:   Reinvest all distributions_________  Pay in Cash__________


Signature of Owner, Trustee or Custodian:    ___________________________________

Signature of Joint Owner (if joint account): ___________________________________


           Please make check payable to:     MATTHEW 25 FUND, INC.

Amount of Investment Attached  $______________ (Minimum initial purchase $1,000)


   All applications are accepted in Pennsylvania and under Pennsylvania laws.
                                      11

FORM W-9
(March 1994)
Department of Treasury
Internal Revenue Service


                          PAYER'S REQUEST FOR TAXPAYER
                             IDENTIFICATION NUMBER


Name as shown on account (if joint account, give name corresponding to TIN)

_________________________________________________


Street Address

_________________________________________________


City, State & Zip Code

_________________________________________________







Part 1.-  Taxpayer Identification Number            Part 2. - Backup Withholding

Social Security Number ______________________       Check if you are NOT subject
                                                    to  backup withholding under
or                                                  the  provisions  of  section
                                                    3406(a) (1) (C) of  the  In-
Employer ID Number     ______________________       ternal Revenue Code ________







Certification - Under the penalty  of perjury, I certify  that the  information
                provided on this form is true, correct and complete.

Signature ___________________________________       Date _______________________










                                      12



       INVESTMENT ADVISER                                PROSPECTUS
    MATTHEW 25 MANAGEMENT CO.                      MATTHEW 25  FUND, INC.
        605 CLOVERLY AVE.                            605 CLOVERLY AVE.
       JENKINTOWN, PA 19046                         JENKINTOWN, PA 19046
                                                        215-884-4458
                                                        888-M25-FUND


                                                      August 26, 1996
      TABLE OF CONTENTS

Fund Expenses .................... 2         The Fund seeks capital appreciation
Condensed Financial Information .. 2         through investment in common stocks
The Fund ......................... 2         & securities  convertible into com-
Objective & Policies                         mon stocks  in the pursuit of capi-
  Objective ...................... 2         tal gains.  Current income from in-
  Investment Policies ............ 2         vestments  is a subordinate  consi-
  Portfolio Turnover Policy ...... 3         deration.
  Nondiversification Policy ...... 3
Tax Status ....................... 3
Investment Restrictions .......... 4
Investment Adviser ............... 4
Officers & Directors of the Fund . 5
Remuneration of Officers/Directors 6
Capitalization
  Description of Common Stock .... 6
  Voting Rights .................. 6
Purchase of Shares - Reinvestment
  Initial Investments ............ 7
  Subsequent Purchases ........... 7
  Reinvestments .................. 7
  Whole Shares ................... 7
Retirement Plans
  IRA ............................ 7
Pricing of Shares ................ 8
Redemption of Shares ............. 8
Brokerage ........................ 8
Management of the Fund ........... 9
Custodian & Transfer Agent ....... 9
Reports to Shareholders .......... 9
Auditors ......................... 9
Litigation ....................... 9
Additional Information ...........10
Share Purchase Application ...... 11
W-9 ............................. 12















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