MADISON OPPORTUNITY FUND INC
N-30D, 1997-03-07
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Madison Opportunity Fund, Inc.
Madison, Wisconsin

Financial Statements
December 31, 1996
<PAGE>
Independent Auditors' Report

To the Shareholders and Board of Directors
 of Madison Opportunity Fund, Inc.

We have audited the accompanying statement of net assets of 
Madison Opportunity Fund, Inc., including the schedule of 
investments, as of December 31, 1996, the related statements 
of operations and changes in net assets for the year then 
ended, and the selected per share data and ratios for the 
year then ended.  These financial statements and per share 
data and ratios are the responsibility of the Company's 
managment.  Our responsibility is to express an opinion on 
these financial statements and per share data and ratios 
based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about 
whether the financial statements and per share data and 
ratios are free of material misstatement.  An audit includes 
examining on a test basis, evidence supporting the amounts 
and disclosures in the financial statements.  Our procedures 
included confirmation of securities owned as of December 31, 
1996, by correspondence with the custodian.  An audit also 
includes assessing the accounting principles used and 
significant estimates made by management, as well as 
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for 
our opinion.

In our opinion, the financial statements and selected per 
share data and ratios referred to above present fairly, in all material 
respects, the financial position of Madison 
Opportunity Fund, Inc. as of December 31, 1996, the results 
of its operations and the changes in its net assets for the
year then ended, in conformity with generally accepted 
accounting principles.

WILLIAMS, YOUNG & ASSOCIATES, LLC

(signature)

Madison, Wisconsin
January 24, 1997


<PAGE>
MADISON OPPORTUNITY FUND, INC.
STATEMENT OF NET ASSETS 

Schedule of Investments
December 31, 1996
				
                                             Market
Common Stocks - 82.0%              Shares    Value	

Basic Industry - 3.8%
Morton International, Inc.         600       $24,450

Consumer Cyclical - 6.5% 
Callaway Golf Co.                  600        17,250
Clayton Homes, Inc.                938        12,656
Mattel, Inc.                       400        11,100

Consumer Services - 9.9%
Banta Corp.                      1,000        22,875
LaQuinta Inns                      950        18,168
Unitog Co.                         800        21,800

Consumer Staples - 4.0% 
Lancaster Colony Corp.             550        25,300

Consumer Retail - 8.1%
Intimate Brands, Inc.            1,200        20,550
Officemax, Inc.                  1,300        13,975
Pep Boys - Manny Moe & Jack        550        16,913

Financial -Insurance - 6.1%
ALLIED Group                       600        19,575
MGIC Investment                    250        19,000

Financial Services - 7.6% 
Advanta Corp.                      500        21,375
United Asset Management          1,000        26,625

Food & Beverage - 3.5%
Dole Food Co.                      650        22,019

Medical & Health Care - 11.7%
Rotech Medical                   1,200        25,200
St. Jude Medical                   500        21,187
Sybron International Corp.         850        28,050

Technology - Hardware - 11.6%
Cabletron Systems, Inc.            700        23,275
EMC Corp/Mass                      900        29,813
U.S. Robotics Corp.                300        21,600

Technology - Semiconductors/Electronics - 3.8%
Arrow Electronics, Inc.            450        24,075

Technology - Software - 5.4% 
Active Voice Corp.               1,425        19,594
Fiserv, Inc.                       400        14,700

Total Common Stocks (cost $478,751)        $ 521,125

See Accompanying Notes to Financial Statements

<PAGE>
MADISON OPPORTUNITY FUND, INC.
STATEMENT OF NET ASSETS (continued)


				
                                         Principal Market
                                         Amount    Value	
Short Term Investments - 18.3%

Variable Rate Demand Notes
American Family Financial Services
 5.21% due 1/1/97                        $25,000    $25,000
General Mills, Inc. 5.20% due 1/1/97      25,000     25,000
Johnson Controls, Inc. 5.23% due 1/1/97   25,000     25,000
Pitney Bowes Credit Corp. 5.21% due 1/1/9725,000     25,000
Southwestern Bell Telephone 5.19%
 due 1/1/97                               15,952     15,952
	
	
Total Short Term Investments (cost $115,952)       $115,952

Cash & Receivables Less Liabilities - (-.3%)	      $ (1,859)

TOTAL NET ASSETS - Equivalent to $21.77 per share on 
29,175.874 shares of $.01 par value capital stock 
outstanding (authorized capital stock - 500,000 shares), and 
paid in capital aggregated $591,858.			$ 635,218


				
See Accompanying Notes to Financial Statements
<PAGE>
MADISON OPPORTUNITY FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS

				
                                           Year Ended	
                                     December 31, 1996

Investment Activities
Net Investment Income                      $ 6,562
Income Distributions to Shareholders 
  ($.2125 per share)                        (5,866) 

  Increase in Undistributed Net Investment 
     Income                                 $  696

Net Realized Gains from Security 
  Transactions                            $ 28,361
Net Realized Gain Distributions 
  to Shareholders ($1.0275 per share)      (28,362)  

  (Decrease) in Undistributed Realized 
     Gains                                   $  (1)


Increase in Unrealized Appreciation       $ 42,374

  Increase in Undistributed Net Assets 
     Derived From Investment Activities   $ 43,069


Shares Sold and Redeemed
Net Proceeds from Shares Issued
  (7,604 shares)                          $157,921
Net Asset Value of Shares Issued 
  in Distributions (1,572 shares)           34,228	
		
                                        $  192,149
	
Cost of Shares Redeemed                          0


Increase in Net Assets from Sale of 
  Fund Shares                           $  192,149


Net Assets
Balance at Beginning of Year            $  400,000
Net Increase from Investment Activities     43,069
Net Increase from Shares Sold and Redeemed 192,149

			
Balance at End of Year (Including 
  undistributed net investment 
  income of $696)                       $  635,218


See Accompanying Notes to Financial Statements.
<PAGE>

MADISON OPPORTUNITY FUND, INC.
STATEMENT OF OPERATIONS


                  Year Ended				     
                  December 31, 1996		

Income:
Interest          $ 7,954	
Dividends           3,031	
                  $10,985	

Expenses:
Auditing Fee     $  2,500	
Custodial Fee         853		
Printing Cost          73		
Transfer Agent Fee    969		
Other Fees             28	
                   $4,423	


Net Investment Income        $ 6,562	

Ratio of Expenses to Income     40.3%		



Realized Gains on Investments:
Proceeds from Sale          $233,436	
Cost                         205,075	
Net Realized Gains         $  28,361	



Unrealized Appreciation on Investments:  
Balance, Beginning of Year   $     0	
Balance, End of Year          42,374	
Increase in Unrealized 
  Appreciation               $42,374	



Net Realized Gains and Increase
  in Unrealized Appreciation $70,735	


See Accompanying Notes to Financial Statements.
<PAGE>
MADISON OPPORTUNITY FUND, INC.


FINANCIAL HIGHLIGHTS - Selected Per Share Data and Ratios	
	
Year Ended 
December 31, 1996

NET ASSET VALUE:	
   Beginning of year........................  $ 20.00 
INCOME FROM INVESTMENT OPERATIONS:	
   Net investment income...................  $   0.24 
   Net realized and unrealized gains	
   or (losses) on securities...............  $   2.77 
   Total from investment operations........  $  23.01 
LESS DISTRIBUTIONS:	
   Dividends from net income...............  $  (0.21)	
   Capital gains distributions.............  $  (1.03)	
NET ASSET VALUE:		
   End of year............................   $  21.77 	
TOTAL RETURN:                                   15.05%	
RATIOS:		
   Operating expenses to average net assets.     0.81%	
   Net income to average net assets.........     1.20%	
   Portfolio turnover rate....................  56.52%	
   Average commission rate paid...............    --	

Growth of $10,000

Depicted herein is a graphic representation of the
growth of a $10,000 investment in the Registrant
on December 31, 1995, ending December 31, 1996.
S&P 400 MidCap - $11,923
Lipper Equity MidCap - $11,628
Madison Opportunity Fund, Inc. - $11,505
Value Line - $11,338

Past performance is not a guarantee of future results.

Madison Opportunity Fund
Average Annual Total Return
One year - 15.05%
<PAGE>
MADISON OPPORTUNITY FUND, INC.	
NOTES TO FINANCIAL STATEMENTS    December 31, 1996

(1)	Significant Accounting Principles
	Madison Opportunity Fund, Inc. began operations on 
December 27, 1995.  There were no operations in 1995 and net 
assets consisted solely of  $400,000 for the purchase of 
20,000 shares by investors.  The Fund is registered under 
the Investment Company Act of 1940, as amended, as an open-
end management company.  The following is a summary of 
significant accounting principles followed by the Fund in 
the preparation of its financial statements.  The policies 
are in conformity with generally accepted accounting 
principles.

	(a)	The market quotation for each security is the last 
reported sale price on a national securities exchange, or, 
in the case of Over-The-Counter securities, the latest 
available bid price. Other securities for which quotations 
are not readily available are valued at fair value as 
determined by the Board of Directors. Short-term securities 
(maturing within 60 days) are valued on the basis of 
amortized cost. Securities with  maturities in excess of 60 
days are valued at market value.

	(b)	No provision is made for Federal income taxes 
since it is the intention of the Fund to comply with the 
provisions of the Internal Revenue Code available to 
investment companies, and to make the requisite distribution 
to shareholders of taxable income which will be sufficient 
to relieve it from all or substantially all Federal income 
taxes.

	(c)	All percentages for the various classifications 
relate to total net assets.

	(d)	The Fund follows industry practice and records 
security transactions on the trade date.  Dividend income is 
recognized on the ex-dividend date and interest income is 
accrued on a daily basis.

(2)       Investment Advisory Agreement
The investment advisory agreement with Madison Investment 
Advisors, Inc., provides for an annual management fee of .75 
of 1% on the average net assets of the Fund.  Currently such 
fees are being waived. Although the investment advisor may 
be reimbursed for clerical or administrative expenses 
incurred by it, none have been charged to the Fund during 
1996. Certain officers and directors of the Fund are also 
officers and directors of Madison Investment Advisors, Inc.

(3)	Cost of Investments Purchased and Proceeds of 
Investments Sold
For the year ended December 31, 1996, the purchases and 
sales of investment securities (excluding short-term 
securities) were $683,826 and $233,436, respectively, 
(purchases and sales of U.S. government obligations only 
were $0 and $0, respectively).

(4)	Net Realized Gains and Losses on Investments
Net realized gains and losses on investments are computed on 
the basis of specifically identified certificates. During 
the year ended December 31, 1996, net realized gains would 
have been $28,335 if computed on the basis of average cost.

(5)	Aggregate Cost of Securities and Undistributed Income 
or Capital Gains
The aggregate cost of securities for Federal income tax 
purposes is $478,751. The aggregate gross unrealized 
appreciation for all securities in which there is an excess 
of value over tax cost is $72,731. The aggregate gross 
unrealized depreciation for all securities in which there is 
an excess of tax cost over value amounts to $30,357. The net 
unrealized appreciation at December 31, 1996, for all 
securities is $42,374. Through the year ended December 31, 
1996, the accumulated undistributed net investment income is 
$696, and the accumulated undistributed realized capital 
gain is ($1).




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