WADE FUND INC, 485BPOS, 1996-04-30

WADE FUND INC
485BPOS, 1996-04-30

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 60 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 60

(Check appropriate box or boxes.)

WADE FUND, INC.
- ---------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

Suite 2224, 5100 Poplar Avenue
Memphis, Tennessee 38137
- ---------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code (901) 682-4613
-------------------
MAURY WADE, JR
Suite 2224, 5100 Poplar Avenue
Memphis, Tennessee 38137
- ---------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering April 30, 1996
------------------------
FILE NO. 2-7988

It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b)
- -----
XX on 4/30/96 pursuant to paragraph (b)
- ----- --------
60 days after filing pursuant to paragraph (a)(1)
- -----
on pursuant to paragraph (a)(1)
- ----- ------------
75 days after filing pursuant to paragraph (a)(2)
- -----
on pursuant to paragraph (a)(2) of rule 485
- ----- ----------

If appropriate, check the following box:

this post-effective amendment designates a new effective date for
- ----- a previously filed post-effective amendment.

<PAGE>
TABLE OF CONTENTS

FORM N-1A

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

Page
-----

Facing Sheet 1

Table of Contents of Form N-1A 2

Part A. Prospectus

Cover Page 3
Table of Contents 4
Synopsis 5
Financial Highlights 6
Discussion of Fund Performance 7
Body of Prospectus Narrative 8-15
Financial Statements 16-22

Part B. Statement of Additional Information

Cover Page 1
Table of Contents 2
Body 3-7

Part C. Other Information 1-5

Signatures 6

2
<PAGE>

P R O S P E C T U S

WADE FUND, INC.

Suite 2224, 5100 Poplar Avenue
Memphis, Tennessee 38137
Telephone: 901-682-4613

COVERING SHARES
OF
CAPITAL STOCK

Investment Adviser: Maury Wade, Jr.

Subscription Price: Net Asset Value

Sales Load or Underwriting Commissions: None

Percentage of Subscription Price
Received by Wade Fund, Inc.: 100%

Redemption Price: Net Asset Value *

Annual Investment Adviser Fee: 3/4 of 1% Of Net Value
of Investment Assets

Minimum Initial Investment: $500.00

Date of This Prospectus: April 30, 1996

Date of Statement of Additional
Information April 30, 1996

* At the discretion of the Board of Directors a redemption charge
not to exceed two percent (2%) of the redemption price may be placed in
effect at any time. No such charge has ever been imposed and none is
contemplated at present. For a further explanation, see page 13.

The primary objective of Wade Fund, Inc. is long term appreciation of
capital, the obtaining of ordinary income being secondary. It is
proposed that these objectives may be met by investing in publicly
traded securities which are believed to have appreciation potential.
There is no assurance that the Fund's objectives will be realized.

The prospectus sets forth concisely the information about the
Registrant that a prospective investor ought to know before investing.

INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.

Additional information about the Registrant has been filed with the
Securities and Exchange Commission and is available upon request and
without charge at the address shown above. It is incorporated herein
by reference.

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

3
<PAGE>

TABLE OF CONTENTS
-----------------

Page

Synopsis............................................... 5
Financial Highlights................................... 6
Discussion of Fund Performance......................... 7
General Description of Registrant...................... 8
Investment Objectives and Policy............... 8
Fundamental Policies........................... 9
Management of the Fund................................. 10
Officers and Directors......................... 10
Stockholdings of Officers and Directors........ 10
Investment Adviser............................. 11
Terms of Contract.............................. 11
Remuneration................................... 11
Capital Structure...................................... 11
Description of Capital Stock................... 11
Amount Authorized.............................. 11
Offering Price of Shares............................... 12
Sales Load..................................... 12
Calculation of Net Asset Value................. 12
Frequency of Calculation....................... 12
Valuation of Securities........................ 12
Accruals....................................... 12
Dividend Reinvestment.................................. 12
Redemption of Shares................................... 13
Redemption Privilege........................... 13
Redemption Price............................... 13
Tax Status............................................. 14
Legal Proceedings...................................... 15
Audits and Reports..................................... 16
Report of Independent Accountants...................... 16
Consent of Independent Accountants..................... 17
Statement of Assets and Liabilities.................... 18
Statement of Sources of Net Assets..................... 18
Statement of Operations................................ 19
Statement of Realized Gain on Investments.............. 19
Statement on Unrealized Appreciation on
Investments....................................... 19
Statement of Changes in Net Assets..................... 20
Schedule of Investments................................ 21
Notes to Financial Statements.......................... 22
_______________________________________________________________________

NUMEROUS INVESTMENT COMPANIES CONTINUOUSLY OFFER THEIR SHARES TO
INVESTORS. INVESTMENT COMPANIES HAVE DIFFERENT INVESTMENT OBJECTIVES
AND INVOLVE VARYING DECREES OF RISK. SALES COMMISSIONS WHICH ARE PAID
BY SOME COMPANIES TO COMPENSATE PERSONS WHO SELL THEIR SHARES VARY AS
DO MANAGEMENT CHARGES AND EXPENSE RATIOS. WADE FUND, INC. PAYS NO
SALES COMMISSIONS ON THE SALE OF ITS SHARES. THE MANAGEMENT CHARGES
PAID BY WADE FUND, INC. FOR THE LAST FISCAL YEAR WERE APPROXIMATELY
.76% OF AVERAGE ANNUAL NET ASSETS. THE COMPANY'S OPERATING EXPENSES
INCLUDING THE MANAGEMENT FEE WERE APPROXIMATELY 2.76% OF THE AVERAGE
ANNUAL NET ASSETS AND 87.72% OF THE INVESTMENT INCOME IN THE LAST
FISCAL YEAR.

4
<PAGE>

Synopsis
- --------

Wade Fund, Inc. operates as an open-end non-diversified investment
company and is also qualified as a "regulated investment company" under
the Internal Revenue Code. (See "General Description of Registrant",
"Fundamental Policies", and "Tax Status").

The primary objective of the Fund is the making of investments
which may produce long term appreciation of capital (See "Investment
Objectives and Policy" and "Fundamental Policies").

Wade Fund, Inc., is authorized to issue a maximum of One Hundred
Thousand (100,000) shares of common capital stock without par value,
pursuant to charter amendment dated February 28, 1983. At December 31,
1995, a total of 17,391 shares were issued and outstanding. No other
class of stock is authorized or outstanding. (See "Capital Structure"
and "Condensed Financial Information").

The investment adviser to the Fund is Maury Wade, Jr., doing
business as Maury Wade & Company, an investment advisory service. As
such, the firm customarily provides advice to investors, both individual
and institutional, as to the making of investment decisions concerning
publicly traded equity securities and debt securities of corporations
and of federal, state and local governmental entities. (See "Investment
Adviser").

The investment advisory fee is at an annual rate of three-fourths
of one percent (3/4 of 1%) of the net value of the investment assets,
calculated and payable quarterly. (See "Investment Adviser").

There is no sales load or any other transaction expense on the
purchase of shares in the Fund, or upon the redemption of shares in the
Fund, except that at the discretion of the Board of Directors a
redemption charge of two percent (2%) of the redemption price may be
placed in effect at any time (See "Redemption of Shares"). Normally,
shares are purchased or redeemed at net asset value (See "Calculation of
Net Asset Value"). No secondary market for the shares is known to
exist. The following is a consolidated disclosure of Fund expenses (For
more complete information see "Statement of Operations"):

Annual Fund Operating Expenses
- ------------------------------
(as a percent of average net assets)

Management Fees 0.76%
Other Expenses 2.00%
-----
Total Fund Operating Expenses 2.76%

Example: 1 year 3 years 5 years 10 years

You would pay the following expenses
on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption
at the end of each time period: $ 28 $ 86 $146 $309

The purpose of this table is to assist the investor in understanding
the indirect expenses that an investor will bear. The example should
not be considered a representation of past or future expenses. Actual
expenses may be greater or less than those shown.

5
<PAGE>
<TABLE>

WADE FUND, INC.- FINANCIAL HIGHLIGHTS
Complete financial statements will be found elsewhere in this prospectus.
The following is a condensation of certain pertinent information.
(It has been audited by the Fund's independent accountant, whose report appears elsewhere in this prospectus.)
PER SHARE INCOME AND CAPITAL CHANGES - (For a share outstanding throughout the year ending December 31st)
<CAPTION>

1986 1987 1988 1989 1990 1991 1992 1993* 1994* 1995*
________________________________________________________________________________________________

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period . . . . . . . . . . $36.14 $36.36 $37.72 $31.95 $34.70 $30.22 $31.24 $30.65 $30.73 $29.64

Income From Investment
Operations:

Net Investment Income . . . . $0.51 $0.50 $0.59 $0.76 $0.72 $0.41 $0.21 ($0.08) $0.08 $0.12
Net Realized and Unrealized
Gains (Losses) on Securities $3.54 $3.11 ($4.43) $7.63 ($2.09) $4.10 $2.14 $2.93 ($0.50) $6.07
________________________________________________________________________________________________
Total From Investment Operations $4.05 $3.61 ($3.84) $8.39 ($1.37) $4.51 $2.35 $2.85 ($0.42) $6.19

Less Distributions:

Dividends from Net Income . . . $0.51 $0.43 $0.61 $0.89 $0.80 $0.49 $0.19 $0.00 $0.06 $0.15
Distributions from Realized
Gains on Securities . . . . . $3.32 $1.82 $1.32 $4.75 $2.31 $3.00 $2.75 $2.77 $0.61 $2.08
________________________________________________________________________________________________
Net Asset Value, End
of Period . . . . . . . . . . . $36.36 $37.72 $31.95 $34.70 $30.22 $31.24 $30.65 $30.73 $29.64 $33.60

================================================================================================

Total Return . . . . . . . . . . 10.78% 10.38% -10.19% 26.23% -3.79% 15.70% 7.57% 9.28% -1.31% 20.83%

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ratios/Supplemental Data:

Net Assets, End of Period . . $587,086 $571,621 $487,728 $539,546 $493,638 $526,300 $536,846 $532,330 $506,200 $584,347

Ratio of Expenses to
Average Net Assets . . . . . 2.42% 2.41% 2.66% 2.55% 2.61% 2.60% 2.61% 2.64% 2.82% 2.76%

Ratio of Net Income to
Average Net Assets . . . . . 1.37% 1.07% $1.68% 2.18% 2.30% 1.43% 0.59% -0.26% 0.20% 0.39%

Portfolio Turnover Rate . . . 8.89% 3.63% 0.00% 5.77% 0.00% 0.00% 6.13% 17.68% 0.00% 0.00%

Number of Shares Outstanding,
End of Period . . . . . . . 16,147 15,156 15,263 15,550 16,337 16,848 17,518 17,322 17,080 17,391

*See accompanying notes and independent auditor's report.
</TABLE>
<PAGE>

Performance
- -----------

The graph and tables below cover the ten year period from December 31,
1985 through December 31, 1995. The Standard & Poor's 500 Composite
Index (S&P 500) is an unmanaged index of common stock prices. The
Consumer Price Index of All Urban Consumers (CPI) is a widely
recognized inflation measure compiled by the United States Department
of Labor. Total returns are based on past performance and are not
predictive of future performance.

(In the paper format of this N-1A form, a graph appears which
plots the data which appears in the following table. The
graph is labelled "Assumed Investment of $10,000 with All
Dividends Reinvested". Dollars (in thousands) are located
along the Y-axis and the years of investment are located along
the X-axis)

<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Wade Fund
%Change 10.78% 10.38% -10.19% 26.23% -3.79% 15.70% 7.57% 9.28% -1.31% 20.83%
Value $10,000 $11,078 $12,228 $10,982 $13,862 $13,337 $15,431 $16,599 $18,139 $17,902 $21,631

S&P 500
%Change 18.67% 5.25% 16.56% 31.63% -3.11% 30.40% 7.61% 10.06% 1.31% 37.53%
Value $10,000 $11,867 $12,490 $14,558 $19,163 $18,567 $24,212 $26,054 $28,675 $29,051 $39,954

CPI
%Change 1.10% 4.43% 4.42% 4.65% 6.11% 3.06% 2.90% 2.75% 2.67% 2.54%
Value $10,000 $10,110 $10,558 $11,025 $11,537 $12,242 $12,617 $12,983 $13,340 $13,696 $14,044

</TABLE>

AVERAGE ANNUAL TOTAL RETURNS

PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

WADE FUND 20.83% 10.15% 8.02%
S&P 500 37.53% 16.56% 14.86%
CPI 2.54% 2.78% 3.45%

CUMULATIVE TOTAL RETURNS

PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

WADE FUND 20.83% 62.19% 116.31%
S&P 500 37.53% 115.19% 299.54%
CPI 2.54% 14.72% 40.44%

7
<PAGE>

General Description of Registrant
- ---------------------------------

Wade Fund, Inc., sometimes referred to hereinafter as the Fund, is
a corporation organized under the laws of the State of Tennessee on
April 12, 1949. It became qualified to commence business as an
investment company on April 25, 1949, the date on which it effectively
filed notification of registration as an open-end, non-diversified
management type company under the Investment Company Act of 1940. It
should be noted that the regulation to which the Fund is subject under
the above mentioned Act does not involve supervision of management or
investment practices or policies. The Fund's only place of business is
at Suite 2224, 5100 Poplar Avenue, Memphis, Tennessee 38137.

Investment Objectives and Policy
- --------------------------------

The purpose of the Fund is to permit the combining of many
relatively small amounts of money into one larger fund to be utilized
for investment purposes. The individual stockholders of Wade Fund, Inc.
are thereby enabled to share the benefits derived from continuous
investment supervision based on long experience and constant research
and study.

Subject to change by the Board of Directors, but only with the
vote of the holders of a majority of the Registrant's outstanding
voting securities, the primary objective of the Fund is long term
appreciation of capital. Its investment policy is directed only
secondarily to obtaining dividend and interest income. Accordingly, it
is expected that the Fund normally will be almost wholly committed to a
selected group of common stocks which might appreciate in value,
although it may invest any portion of its assets in convertible
securities, bonds and preferred stocks which also might appreciate in
value. During periods which the management feels to be of general
economic decline, management, as a matter of temporary defensive
policy, may invest assets in U.S. Treasury or investment grade
corporate debt securities which provide price stability and income, or
hold same in cash. The Fund is under no restriction as to the amount
or type of portfolio securities which may be bought or sold, and,
except for the prohibition against investment for the purpose of
exercising control, there is no limit on the percentage of voting
securities of any issuer which it may acquire. Investments shall be
confined to established companies which have been engaged in business
not less than three (3) years. Accordingly, the investment techniques
employed are not designed to result in short term trading or rapid
portfolio turnover to secure quick profits nor in disproportionate
brokerage or tax consequences to the Fund and its shareholders.
The rate of portfolio turnover for the fiscal years ended December 31,
1993, 1994 and 1995 were 17.68%, 0.00% and 0.00% respectively.

In connection with the foregoing it should be pointed out that any
investment in securities involves an inherent risk of loss through
capital depreciation resulting from a decline in market values in
general or from a decline in the market value of particular securities
held. As a result, the attainment of the Fund's objectives cannot be
assured. However, it is the management's belief that the continuous
investment supervision based upon experience which is furnished to the
Fund serves to reduce such risk.

8
<PAGE>

Fundamental Policies
- --------------------

In addition to the applicable laws pertaining to its activities,
the Fund is subject to certain self-imposed restrictions contained in
the by-laws. These are as follows:

1. No more than ten percent (10%) of its total assets
may be invested in the securities of any one issuer
other than the United States Government.

2. No more than twenty-five percent (25%) of its total assets
may be invested in any one industry. It is intended that the
Fund's investments shall be invested in as many industries as
possible and in no event to exceed the limit stated.

3. It may not invest in the securities of other investment
companies.

4. It may not invest in the securities of any issuer for the
purpose of securing or exercising control or management of
the issuer.

5. It may not borrow except for temporary purposes and then only
up to an amount not exceeding five percent (5%) of its total
assets and for a period not exceeding ninety (90) days. The
Fund's policy will be to borrow money under this provision
only in the event of an emergency. It is desired to retain
freedom to do so within these limits but the Fund has never
borrowed any money and no borrowing is contemplated or
intended within the foreseeable future.

6. It may not act as an underwriter of securities issued by any
person other than itself.

7. It may not purchase real estate for any purpose.

8. It may not engage in the purchase or sale of commodities or
commodity contracts.

9. It may not make loans to other persons.

All of the foregoing are stated in the by-laws to be matters of
fundamental policy of the Fund and as such may only be changed by vote
of a majority of the outstanding shares. In addition to the foregoing,
the Fund does not deal in restricted securities.

9
<PAGE>

Management
- ----------

The business affairs of Wade Fund, Inc. are administered under the
direction of its officers and directors, none of whom is paid any
compensation as such. The names of the officers and directors, and
their business affiliations for the past five years or more, are as
follows:

L. Palmer Brown, III. 119 Racine Street, Memphis, Tennessee,
38111. Director. Mr. Brown is the sole proprietor of L.P. Brown
Enterprises. On December 31, 1995, Mr. Brown owned 600 of the Fund's
shares.

David L. DelBrocco. 4735 Spottswood, Suite 204, Memphis,
Tennessee, 38117. Director. Mr. DelBrocco is with DelBrocco and
Associates, certified public accountants. He was elected to the Board
on December 13, 1995. On December 31, 1995, Mr. DelBrocco owned 198 of
the Fund's shares as custodian for his daughter, the beneficial
ownership of which is disclaimed by Mr. DelBrocco.

Richard D. Harwood. 4034 Grandview Avenue, Memphis, Tennessee,
38111. Director. Mr. Harwood, formerly Executive Vice-President and
Director of Conwood Corporation of Memphis, Tennessee, manufacturer of
tobacco products, is retired. On December 31, 1995, Mr. Harwood owned
900 of the Fund's shares. Said shares were owned directly by Mr.
Harwood and represented 5.18% of the total outstanding.

Charles Grant Wade. 150 Canomero Cove, Oak Hill Downs, Moscow,
Tennessee, 38057. Secretary, Treasurer and Director. Mr. Wade retired
as a Lieutenant Colonel in 1982 after twenty years of service with the
United States Air Force. He is presently the Senior Vice-President
of Dunn's Supply Store Inc., a sporting goods mail order firm. He is
the brother of Maury Wade, Jr. On December 31, 1995, Mr. Wade owned
1476 of the Fund's shares. Said shares were owned directly by Mr. Wade
and represented 8.49% of the total outstanding.

Maury Wade, Jr. Suite 2224, 5100 Poplar Avenue, Memphis,
Tennessee, 38137. President and Director. Mr. Wade, Jr. is the sole
proprietor of Maury Wade & Company under which name he has engaged in
business as an investment adviser since July 26, 1973, as the successor
to the investment advisory business previously conducted by his father,
Maury Wade, who was the Fund's investment adviser prior to his death.
Mr. Wade, Jr. is presently registered as an investment adviser under
the Investment Advisers Act of 1940 and for nine years prior to such
succession he was engaged in the investment and advisory field with
his father. On December 31, 1995, Mr. Wade, Jr. owned 1124 of the
Fund's shares. Said shares were owned directly by Mr. Wade and
represented 6.46% of the total outstanding.

10
<PAGE>

Investment Adviser
- ------------------

Wade Fund, Inc. has entered into a management contract with Maury
Wade, Jr. doing business as Maury Wade & Company, Suite 2224, 5100
Poplar Avenue, Memphis, Tennessee, 38137. Mr. Wade, Jr. has acted as
the Fund's sole investment adviser since July 26, 1973, the date of
said contract, which date was shortly after the death of Maury Wade, Sr.
who had acted as such since the Fund commenced business. The terms
of the contract provide that Mr. Wade, Jr. will provide continuous
investment supervision with respect to the Fund's portfolio and will
recommend investment changes from time to time as they appear desirable
in the light of the Fund's investment policy. In addition, Mr. Wade,
Jr. bears the cost of all office rent, executive salaries and
executive expenses and the cost of all sales and promotion expenses in
connection with the sale of the Fund's stock whereas the Fund pays all
taxes accruing against it, all legal fees and expenses, accounting and
auditing fees and the cost of compliance with Federal and State laws
relating to the issue and sale of securities. In return for his
services, Mr. Wade, Jr. is paid an annual fee equal to three-fourths of
one percent (3/4 of 1%) of the net value of the investment assets,
payable quarterly at the rate of three-sixteenths of one percent (3/16
of 1%) of the net value of such assets on the last day of each quarter
on which the New York Stock Exchange is open. The net value of
investment assets is the total value of all assets less the aggregate
of net income and capital gain realized but undistributed for the year
in question and all liabilities. Maury Wade, Jr. was paid fees
aggregating $4,089.05 for the year ended December 31, 1993, $3,891.65
for the year ended December 31, 1994, and $4,315.89 for the year ended
December 31, 1995.

An assignment of the contract will automatically terminate it as
of the date of such assignment. In addition, the contract may be
terminated by the Board of Directors or by vote of the stockholders
holding a majority of the stock of the Fund provided sixty (60) days
written notice is given. The contract was initially approved by the
stockholders at a meeting held on September 17, 1973, and has since
been approved annually by the Board of Directors constituted as set
forth below. At the present time, it is effective through December 31,
1996, and in the absence of thirty (30) days written notice of
intention not to renew given the Fund by the Adviser prior to
expiration, it continues in effect from year to year provided such
continuance is approved at least annually either (a) by the Board of
Directors of the Fund, including a majority of the directors who are
not parties to such contract or agreement or interested persons of any
such party, or (b) by a vote of the majority of the outstanding shares
of the Fund.

Capital Structure
- -----------------

Wade Fund, Inc. is authorized to issue One Hundred Thousand
(100,000) shares of common capital stock without par value, pursuant to
charter amendment dated February 28, 1983. This is the only class of
stock which the Fund has and each share thereof has equal rights as to
voting, liquidation, redemption and dividends. No share has any
preemptive rights or conversion rights, no share is liable to further
call or assessment, and there are no sinking fund provisions. All
shares are transferable on the books of the Fund by the holder thereof.

11
<PAGE>

Since the stock has no par value, the Board of Directors has
adopted a resolution providing that the first Thirteen and 33/100
($13.33) Dollars received as consideration for each share issued shall
be allocated to capital stock and the balance to paid-in surplus and
equalization accounts.

Purchase of Securities Being Offered
- ------------------------------------

The Fund has no underwriter and its shares are sold only directly
by it at its principal office. Therefore, no sales load is added to
the offering price and no commission is paid by the purchaser. The
offering price per share is the net asset value of such share next
computed after receipt of the order to purchase, and the entire price
goes to the Fund. Net asset value is computed once daily on each day
that the New York Stock Exchange is open, and on any other day when
there has been sufficient trading of the Fund's portfolio securities
that net asset value would be materially affected. It is computed as
of the time of the close of trading on such Exchange and, therefore,
will be effective as to all orders to purchase received by the Fund
prior to the time of the close of trading on the day of receipt. If
said Exchange is not open on the day of receipt of the order, or if the
order is received by the Fund after the close of trading, the effective
price will be that which is computed as of the close of trading on the
next day on which said Exchange is open.

Net asset value per share is computed by dividing the value of the
Fund's securities plus any cash and other assets (including dividends
accrued but not collected), less all liabilities (including accrued
expenses but excluding capital and surplus) by the number of shares
outstanding. To determine the market value of portfolio securities, a
security listed or traded on an exchange is valued at its last sale
price on that exchange on the date on which the assets are valued. If
there were no sales, the closing bid price is used. An unlisted
security for which over-the-counter market quotations are readily
available is valued on the basis of the closing bid price. The Fund
has never invested in over-the-counter securities for which market
quotations are not readily available or in restricted securities. All
other assets are valued at fair value as determined in good faith by
the Board of Directors. Money market securities, such as Treasury
Bills or certificates of deposit, which have a maturity of less than
one year but more than sixty days are valued at market value. Those
having a maturity of less than sixty days are valued at amortized cost.
Major items of ascertainable expense, such as auditing fees, legal
fees, advisory service fees and safekeeping fees are accrued daily.
Taxes when applicable (See Note 1 to Financial Statements) are also
accrued daily.

Dividend Reinvestment
- ---------------------

Any shareholder may elect to have dividends and capital gain
distributions automatically reinvested in additional shares of stock.
If such election is made all dividends and distributions will be
reinvested in full shares at the net asset value per share (ex-dividend
price) as of the close of business on the ex-dividend date. Stock
certificates covering the additional shares, and/or checks (amounts
less than the value of one full share), will be forwarded to the
shareholder on the payment date. A shareholder may make the election
by written notice to the Fund at any time prior to any ex-dividend

12
<PAGE>

date, and if made, will be effective as to all subsequent dividends
and capital gain distributions until terminated by either the
shareholder or the Fund by written notice given to the other prior to
any ex-dividend date. The normal payment date for capital gain and
ordinary income dividends is during December.

Reinvestments made under such election do not assure a profit, nor
do they protect against depreciation in declining markets.

Redemption of Shares
- --------------------

The Fund, which serves as its own transfer agent, will redeem any
of its shares upon demand of the holder thereof when accompanied by
delivery of the certificates covering them, endorsed by the registered
holder or holders of any such certificates in the manner registered, to
Wade Fund, Inc., Suite 2224, 5100 Poplar Avenue, Memphis, Tennessee,
38137. Endorsement signatures must be guaranteed by a national bank or
brokerage firm which is a member of the New York Stock Exchange. The
redemption price per share is the net asset value of such share next
computed after receipt of the order to redeem. The Fund's procedures as
to frequency, time and method of such computation are set forth under
the heading Purchase of Securities Being Offered. Under these
procedures the net asset value computed once daily as of the close of
trading on the New York Stock Exchange on each day it is open will be
effective as to all orders to redeem received by the Fund prior to the
close of trading on such Exchange on such day. If said Exchange is not
open on the day of receipt of the order, or if the order is received by
the Fund after the close of trading, the effective price will be that
which is computed as of the close of trading on the next day on which
said Exchange is open. An order to redeem will not be deemed to have
been received until delivery of the properly endorsed certificates as
set forth hereinabove.

The net asset value of the Fund's shares at the time of
redemption, and thereby the redemption price, may, therefore, be more or
less than the investor's cost, depending upon the market value of
portfolio securities at the time of redemption. The Fund is permitted
to impose a redemption charge not to exceed two percent (2%) of the
redemption price. However, the Board of Directors has adopted a
resolution providing that no redemption charge shall be imposed until
the further action of the Board. No such action is contemplated, but it
should be understood that it will be taken at any time the Board feels
that such a charge is necessary, upon redemption, in order to prevent
the remaining stockholders from suffering a loss. Such a loss would be
involved in the event of a volume of redemptions which could not be met
out of the Fund's cash position thereby requiring it to liquidate part
of its holdings in order to meet the redemptions. This liquidation would
involve expenses which would be reflected in a reduction of the net
asset value of the remaining shares unless offset by the redemption
charge. Consequently, as indicated upon each certificate issued, all
shares are purchased subject to the right of the Fund to effect such a
charge upon redemption thereof, and such action may be taken by the
Board without advance notice to the shareholders. If taken, it will
apply to all shares whether then outstanding or purchased thereafter.
Stockholders, will be paid for all shares redeemed within seven (7) days
after delivery of the certificates covering them to Wade Fund, Inc. The
right of redemption can be suspended and payment postponed only under
certain emergency situations set forth in The Investment Company Act of
1940.

13
<PAGE>

Tax Status
- ----------

The Fund having elected and qualified for its last taxable year,
and it being contemplated that the Fund will elect and qualify for each
taxable year, to be taxed as a regulated investment company under the
Internal Revenue Code, is subject to all the pertinent provisions
contained therein with respect to the sources of its earnings, the
disbursements of them as dividends to its stockholders and the
diversification of its investments.

In order to qualify as a regulated investment company under the
Internal Revenue Code, the Fund is required to distribute at least
ninety percent (90%) of its net income, as calculated for federal income
tax purposes and excluding long-term capital gains, for each taxable
year. It is the intent of management to comply with this requirement
each year, and, to the extent possible, to exceed it by distributing
substantially all net income. In addition, it is intended that
substantially all capital gains realized during each taxable year shall
be distributed.

Under the pertinent provisions of the Internal Revenue Code, the
Fund's stockholders are subject to normal tax and surtax on all
distributions of ordinary income and short term capital gains.
Distributions of long term capital gains which are designated by the
Fund as capital gain dividends, however, are treated by the stockholders
as long term capital gain realized by them individually regardless of
the length of time they have held their shares of the Fund's stock.
Reference is hereby made to the distributions from realized capital
gains shown in the Statement of Realized Gain on Investments, which
distributions reflect the per share amounts which were designated as
capital gain dividends for each year indicated. Federal income tax
treatment is the same whether distributions are received in cash or
reinvested in additional shares.

Approximately 48.72% of net asset value on December 31, 1995
represents unrealized appreciation on securities. Net gain on sale of
securities when realized and distributed (actually or constructively) is
taxable as capital gain. Prior to purchasing shares of the Fund,
investors should carefully consider the impact which dividends and
capital gains distributions may have. Any such dividends or capital
gain distributions paid shortly after a purchase of shares will have the
effect of reducing the per share net asset value by the amount of
dividends or distributions. If the net asset value of shares held
should thereby be reduced below the investor's cost, all or a portion of
such dividends and distributions would be in effect a return of capital
although taxable as capital gain or at ordinary income tax rates.

Since a regulated investment company is permitted, in calculating
its own normal tax and surtax, to deduct all dividends paid by it in
accordance with the applicable statutes and regulations, it is expected
that the Fund's federal income tax will ordinarily be reduced to a
nominal amount.

14
<PAGE>

Pursuant to recently enacted legislation the Fund is required to
withhold 31% from dividends and/or redemptions that occur in certain
shareholder accounts if the shareholder has not properly furnished a
certified correct Taxpayer Identification Number and has not certified
that withholding does not apply. Amounts withheld reduce the
shareholder's tax liability and a refund may be obtained from the
Internal Revenue Service if withholding results in overpayment of taxes.

The Tax Reform Act of 1986 repeals the favorable treatment of long
term capital gains and generally taxes such gains as ordinary income.

Legal Proceedings
- -----------------

There are no pending legal proceedings affecting the Fund.

15
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Directors
Wade Fund, Inc.
Memphis, Tennessee

We have audited the statements of assets and liabilities and sources of
net assets of Wade Fund, Inc., including the schedule of investments as
of December 31, 1995, and the related statements of operations, realized
gain on investments and changes in net assets for the three years then
ended, and the financial highlights on page 6 of the prospectus for ten
years then ended. These financial statements are the responsibility of
the fund's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial] statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Securities owned as investments at December 31, 1995, were held by the
Trust Department of the First Tennessee Bank under a custodial
agreement, and were verified by direct confirmation.

In our opinion, the aforementioned financial statements and schedule
referred to above present fairly, in all material respects, the net
assets of Wade Fund, Inc. as of December 31, 1995, and the results of
its operations and the changes in its net assets for the three years
then ended in conformity with generally accepted accounting principles.
Also in our opinion, the financial highlights on page 6 of the
prospectus for the ten years ended December 31, 1995, is fairly stated
in all material respects in relation to the financial statements taken
as a whole.

Rhea & Ivy, PLC

Memphis, Tennessee
January 12, 1996

16
<PAGE>

CONSENT OF EXPERTS

We hereby consent to the inclusion of our opinion dated January 12,
1996, in this prospectus.

Rhea & Ivy, PLC

Memphis, Tennessee
April 12, 1996

17
<PAGE>

WADE FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

=======================================================================
Assets
------

Investments at closing market quotations: Common Stocks
(cost $142,585.51) (note 1) $427,262.50
Cash on demand deposit 8,062.04
Cash on deposit - safekeeping account 151,687.07
Dividends receivable 1,123.25
Interest receivable 683.49
Prepaid bond premium 498.11
-----------
Total assets 589,316.46
-----------
Liabilities
-----------

Accrued expenses 4,205.32
State franchise taxes payable (note 1) 749.17
Federal and state income taxes payable (note 1) 15.11
-----------
Total liabilities 4,969.60
-----------
Net assets applicable to 17,391 shares of
outstanding capital stock $584,346.86
===========
Net asset value per share of outstanding capital stock
$ 33.60
===========
Offering and redemption price per share $ 33.60
===========

STATEMENT OF SOURCES OF NET ASSETS
DECEMBER 31, 1995

Capital
Excess amounts received from sale of capital shares
over amounts paid out in redeeming shares:
Authorized 100,000 shares, no par value,
outstanding 17,391 shares (note 2) $287,869.78
Accumulated net realized gain on investments
(computed on identified cost basis) $1,431,425.61
Accumulated distributions on net realized gain 1,425,440.41 5,985.20
Unrealized appreciation on investments (note 1) 284,676.99
-----------
Total capital 578,531.97

Undistributed net income 5,814.89
-----------
Net assets applicable to 17,391 shares of
outstanding capital stock $584,346.86
===========

See accompanying notes and independent auditor's report.

18
<PAGE>

WADE FUND, INC
STATEMENT OF OPERATIONS
Years Ended December 31
---------------------------------------
1993 1994 1995
INCOME
Dividends......................$ 8,818.24 $ 11,144.05 $ 10,204.00
Interest....................... 4,248.03 4,791.75 7,549.58
----------- ----------- -----------
TOTAL..........................$ 13,066.27 $ 15,935.80 $ 17,753.58
----------- ----------- -----------
EXPENSES
Advisory fee (Note 3)..........$ 4,089.05 $ 3,891.65 $ 4,315.89
Legal fee...................... 3,000.00 3,000.00 1,988.71
Accounting fee................. 3,355.00 3,360.00 3,630.00
Custodial fees................. 1,695.00 2,194.61 2,013.38
Taxes(federal, state, local)... 800.10 690.28 733.09
Other expenses................. 1,555.35 1,751.40 2,891.92
--------- --------- ---------
TOTAL EXPENSES.................$ 14,494.50 $ 14,887.94 $ 15,572.99
--------- --------- ---------
NET INCOME (LOSS)..............$ (1,428.23) $ 1,047.86 $ 2,180.59
========= ========= =========
Ratio of total expenses to
total income................... 110.93% 93.42% 87.72%

STATEMENT OF REALIZED GAIN ON INVESTMENTS
Years Ended December 31
---------------------------------------
1993 1994 1995
REALIZED GAIN FROM SECURITY
TRANSACTIONS-Proceeds from
sale (Note 4)..................$ 74,125.86 $ 37,282.48 $ 38,613.30

Cost of securities sold
(identified cost basis)........ 28,579.81 26,920.59 3,840.11
--------- ---------- ----------
NET GAIN FROM SALES OF SECURI-
TIES BEFORE TAXES (Note 5).....$ 45,546.05 $ 10,361.89 $ 34,773.19
Deduct federal income and
state excise taxes (Note 1). 0.00 26.07 5.01
--------- --------- ---------

NET GAIN ON INVESTMENTS(Note 5)$ 45,546.05 $ 10,335.82 $ 34,768.18
========= ========== ==========

STATEMENT OF UNREALIZED APPRECIATION ON INVESTMENTS
Years Ended December 31
--------------------------------------
1993 1994 1995
BALANCE AT JANUARY 1.......... $231,758.72 $236,191.29 $217,824.38
BALANCE AT DECEMBER 31......... 236,191.29 217,824.38 284,676.99
----------- ----------- -----------
INCREASE (OR DECREASE) IN
UNREALIZED APPRECIATION........$ 4,432.57 $(18,366.91) $ 66,852.61
=========== =========== ===========

See accompanying notes and independent auditor's report.

19
<PAGE>

WADE FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
Years Ended December 31
--------------------------------
NET ASSETS - BEGINNING OF PERIOD 1993 1994 1995
(Includes undistributed
net income as follows:
1993 $7,541.46; 1994-$6,135.58;
1995-$6,165.50)............. $536,845.56 $532,329.71 $506,200.42
---------- ---------- ----------
INCOME
Net income (loss) per statement
of income and expenses....... $ (1,428.23) $ 1,047.86 $ 2,180.59
Net equalization (debits) credits
included in price of shares
sold and repurchased(Note 2) 22.35 (6.28) (24.55)
Distributions to shareholders:
1993-$.00; 1994-$.06, 1995-
$.15 (Note 6)................ $ (0.00) $ (1,011.66) $ (2,506.65)
Increase (decrease) in prior ------------ ----------- -----------
balance of undistributed
net income..................... $ (1,405.88) $ 29.92 $ (350.61)
REALIZED GAIN OR LOSS ON ------------ ----------- -----------
INVESTMENTS
Net gain from sale of in-
vestments...................... $ 45,546.05 $ 10,335.82 $ 34,768.18
Distribution to share-
holders 1993-$2.77; 1994-$0.61;
1994-$2.08 (Note 6).......... $(45,635.75) $(10,285.21) $(34,758.88)
Increase (decrease) in undis- ----------- ----------- -----------
tributed net gain realized..... $ (89.70) $ 50.61 $ 9.30
----------- ----------- -----------
INCREASE (DECREASE) IN UNREALIZED
APPRECIATION ON INVESTMENTS.... $ 4,432.57 $(18,366.91) $ 66,852.61
----------- ----------- -----------
CAPITAL STOCK ISSUED AND REPURCHASED
(Exclusive of equalization debits and credits)
Amounts received for shares sold:
1993-71 shares; 1994-54 shares;
1995-12 shares................. $ 2,335.97 $ 1,677.29 $ 356.79

Net asset value of shares issued
to shareholders in reinvestment
of net investment income and
realized gain from security
transactions: 1993-817 shares;
1994-219 shares; 1995-680 shs.. $ 25,147.26 $ 6,335.67 $ 23,031.60
----------- ----------- -----------
$ 27,483.23 $ 8,012.96 $ 23,388.39
Less amounts paid for shares of
capital stock repurchased:
1993-1084 shares; 1994-515
shares; 1995-381 shares....... $(34,936.07) $(15,855.87) $(11,753.25)
Net increase (decrease) in cap- ---------- ----------- -----------
ital stock issued 1993-(196) sh.;
1994-(242) sh.;1995-311 sh. $ (7,452.84) $ (7,842.91) $ 11,635.14
NET ASSETS -END OF PERIOD ---------- ----------- -----------
(Includes undistributed net income
as follows: 1993-$6,135.58;1994-
$6,165.50; 1995-$5,814.89).... $532,329.71 $506,200.42 $584,346.86
=========== =========== ===========

See accompanying notes and independent auditor's report.

20
<PAGE>

WADE FUND, INC.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995

========================================================================
Number of Market
Shares Cost Value
--------- ---- --------
(Note 7)
Common Stocks - 73.12%
Aluminum - 6.33%
Aluminum Co. of America 700 $ 6,456.75 $ 37,012.50
--------- ---------
Banks and Finance - 13.08%
J.P. Morgan & Company, Inc. 500 1,833.19 40,125.00
First Tennessee National Corp. 600 22,780.00 36,300.00
--------- ---------
24,613.19 76,425.00
--------- ---------
Electronics - 7.05%
Texas Instruments, Inc. 800 2,145.88 41,200.00
--------- ---------
Gold - 5.78%
Placer Dome, Inc. 1,400 1,082.11 33,775.00
--------- ---------
Insurance - 7.08%
Safeco Corporation 1,200 1,440.95 41,400.00
--------- ---------
Metals - 5.33%
Phelps Dodge Corp. 500 23,634.00 31,125.00
--------- ---------
Paper Products - 6.48%
International Paper, Inc. 1,000 24,828.25 37,875.00
--------- ---------
Petroleum Services - 8.30%
Schlumberger, Ltd. 700 25,862.90 48,475.00
--------- ---------
Pharmaceutical - 5.88%
Bristol-Myers Squibb 400 23,885.00 34,350.00
--------- ---------
Railroads - 7.81%
CSX Corporation 1,000 8,636.48 45,625.00
--------- ---------

TOTAL INVESTMENTS - 73.12% $142,585.51(A) 427,262.50
===========
OTHER ASSETS LESS LIABILITIES -
26.88% 157,084.36
-----------
NET ASSETS - 100% $584,346.86
===========

(A) Represents the aggregate cost of
investments for federal income
tax purposes.

See accompanying notes and independent auditor's report.

21
<PAGE>

WADE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

Note 1 Since it is the policy of the Fund to qualify each year as a
regulated investment company under Section 851 of the Internal
Revenue Code and to distribute all, or substantially all, of
its taxable income, including realized net gain on
investments, it is not expected that federal income tax will
ordinarily constitute a major item of expense. Therefore, no
provision is made for such tax on unrealized appreciation on
investments. However, on the accrual basis of accounting,
provision for federal income tax and state franchise and
excise tax on net income and on net realized gain on
investments is made when applicable.

Note 2 The company follows the accounting practice known as
equalization by which a portion of the proceeds from sales
and costs of repurchases of capital shares equivalent, on a
per share basis, to the amount of distributable net investment
income on the date of the transaction is credited or charged
to undistributed net income. As a result, undistributed in-
vestment income per share is unaffected by sales or redemp-
tions of fund shares.

Note 3 Reference is hereby made to the heading Investment Adviser
on Page 11 of the Prospectus for explanation.

Note 4 Investments in securities traded on a national securities
exchange are valued at the last reported sales price on the
last business day of the year; securities traded in the over-
the-counter market and listed securities for which no sale was
reported on that date are valued at the last reported bid
price. During the year ended December 31, 1995, proceeds of
securities sold were $38,613.30.

Note 5 The figures shown represent net profit for federal income tax
purposes. Net profit before taxes computed on an average cost
basis would have been the same.

Note 6 On December 13, 1995, the Board of Directors declared a
dividend distribution from net realized gains from security
transactions of $2.08 per share and from net income of $.15
per share. The dividends were paid December 21, 1995, to
stockholders of record December 12, 1995.

Note 7 Reference is hereby made to the heading Purchase of Securities
Being Offered on Page 12 of the Prospectus for explanation of
the basis used in determination of market value.

22
<PAGE>

PART B. STATEMENT OF ADDITIONAL INFORMATION

FILE NO. 2-7988

The Statement of Additional Information is not a prospectus.

The Statement of Additional Information should be read in
conjunction with the prospectus.

A copy of the prospectus may be obtained from:

Wade Fund, Inc.
Suite 2224
5100 Poplar Avenue
Memphis, Tennessee 38137
Tel. No. 901-682-4613

The date of the prospectus to which the Statement of Additional
Information relates is April 30, 1996, and Wade Fund, Inc., is the
registrant.

The date of the Statement of Additional Information is: April 30,
1996.

1
<PAGE>

TABLE OF CONTENTS

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

Page

PART B. STATEMENT OF ADDITIONAL INFORMATION

General Information and History See Prospectus
Investment Objectives and Policies 3
Management of the Registrant 4
Custodian, Transfer Agent and
Dividend-Paying Agent 4
Control Persons and Principal
Holders of Securities 5
Investment Advisory and Other Services See Prospectus
Brokerage Allocation 6
Capital Stock and Other Securities See Prospectus
Purchase, Redemption and Pricing of
Securities Being Offered 7
Tax Status See Prospectus
Underwriters 7
Calculation of Yield Quotations of
Money Market Funds Not Applicable
Financial Statements See Prospectus

<PAGE>
Investment Objectives and Policies
__________________________________

The purpose of the Fund is to permit the combining of many
relatively small amounts of money into one large fund to be utilized for
investment purposes. The individual stockholders of Wade Fund, Inc. are
thereby enabled to share the benefits derived from continuous investment
supervision based on long experience and constant research and study.

Subject to change by the Board of Directors, but only with the
vote of the holders of a majority of the Registrant's outstanding voting
securities, the primary objective of the Fund is long term appreciation
of capital. Its investment policy is directed only secondarily to
obtaining dividend and interest income. Accordingly, it is expected
that the Fund normally will be almost wholly committed to a selected
group of common stocks which might appreciate in value, although it may
invest any portion of its assets in convertible securities, bonds and
preferred stocks which also might appreciate in value. During periods
which the management feels to be of general economic decline,
management, as a matter of temporary defensive policy may invest assets
in U. S. Treasury or investment grade corporate debt securities which
provide price stability and income, or hold same in cash. The Fund is
under no restriction as to the amount or type of portfolio securities
which may be bought or sold, and, except for the prohibition against
investment for the purpose of exercising control, there is no limit on
the percentage of voting securities of any issuer which it may acquire.
Investments shall be confined to established companies which have been
engaged in business not less than three (3) years. Accordingly, the
investment techniques employed are not designed to result in short term
trading or rapid portfolio turnover to secure quick profits nor in
disproportionate brokerage or tax consequences to the Fund and its
shareholders. The rate of portfolio turnover for the fiscal years ended
December 31, 1993, 1994 and 1995 was 17.68%, 0.00% and 0.00% respectively.

3
<PAGE>

Management of the Fund
______________________

The following represent the management of the Fund:

Position(s) Held Principal Occupation(s)
Name and Address with Registrant During Past 5 years
________________ _________________ _______________________

Maury Wade, Jr. Director Investment Adviser
Suite 2224 President
5100 Poplar Avenue Memphis,
Tennessee 38137

L. Palmer Brown, III Director L.P. Brown
119 Racine Street Enterprises
Memphis, Tennessee 38111 Owner

David L. DelBrocco Director DelBrocco and
4735 Spottswood Associates
Suite 204
Memphis, Tennessee 38117

Richard D. Harwood Director Retired
034 Grandview Avenue
Memphis, Tennessee 38111

Charles Grant Wade Director Sr. Vice-President
150 Canomero Cove Secretary Dunn's Supply
Oak Hill Downs Treasurer Store, Inc.
Moscow, Tennessee 38057

No officer or director of the Fund received from the Fund as much
as $60,000 aggregated remuneration for services in all capacities. No
such person receives any pension or retirement benefits from the Fund.
On December 31, 1995, the officers and directors of the Fund as a group
owned 4,100 shares of its only class of stock, or 23.58% of the total
number of shares outstanding on that date. All of the foregoing shares
were owned both beneficially and of record (Excludes 198 shares owned by
Mr. DelBrocco as custodian for his daughter beneficial ownership of
which is denied).

Custodian, Transfer Agent and Dividend-Paying Agent
___________________________________________________

Except as noted below, all securities and funds of Wade Fund,
Inc., are held in the safekeeping of the First Tennessee Bank N.A.
Memphis, 165 Madison Avenue, Memphis, Tennessee, 38103. The only
exception to the foregoing is a separate bank account against which
officers of the Fund designated by the Board of Directors are authorized
to make withdrawals for the purpose of paying management and operating
expenses. Such account is maintained by said Bank out of the funds held
by it, and in accordance with a resolution of the Board of Directors of
the Fund, it may not exceed a maximum of $20,000.00 at any time nor a
total aggregate in excess of $20,000.00 during any fiscal year unless
otherwise specifically directed by further resolution of the Board of
Directors.

4
<PAGE>

The Fund serves as its own transfer agent and dividend paying
agent.

No officer, director or employee of the Fund has any access to the
securities owned by it except that access may be had only for the
purposes of inspection by any two of five officers or directors
designated by the Board of Directors, which access may be had only in
the company of duly authorized official or employee of said Bank. All
officers and directors having access to funds or securities as aforesaid
are required to be bonded by a reputable company in an amount fixed by
the Board of Directors.

Control Persons and Principal Holders of Securities
___________________________________________________

As of April 15, 1996, no person controls more than 25% of the
17,388 shares of voting securities of the Fund then outstanding. No
person controls or asserts control of the Fund. There has been no
adjudication under Section 2(a) of the 1940 Act [15 U.S.C. 80a-
2(a)(9)], which has become final that control exists.

The name, address, and percentage of ownerships of each person who
owns of record or is known by the Registrant to own of record or
beneficially 5% or more of any class of the Registrant's outstanding
equity securities is as follows:
Percentage of Outstanding
Name Address Stock Owned of Record
____ _______ __________________________

Jeannene T. Cathey 46 South Perkins Road 6.02%
Memphis, Tennessee 38117

Richard D. Harwood 4034 Grandview Avenue 5.18%
Memphis, Tennessee 38111

Axson Brown Morgan P. O. Box 11514 21.86%
Memphis, Tennessee 38111

Charles Grant Wade 150 Canomero Cove 8.49%
Oak Hill Downs
Moscow, Tennessee 38057

Kate Wade 1644 Goodbar Avenue 5.23%
Memphis, Tennessee 38104

Maury Wade, Jr. 5488 Pecan Grove Lane 6.46%
Memphis, Tennessee 38120

5
<PAGE>

Brokerage Allocation and Other Practices
________________________________________

During the fiscal years ended December 31, 1993, 1994, and 1995,
the Fund paid brokerage fees aggregating $853.05, $241.25, and $235.40
respectively, on the purchase and sale of portfolio securities. The
selection of brokerage firms with whom to place such transactions is not
based on any formula, method or criteria other than the intention to
obtain the best price and execution available and to pay only such
commissions as are reasonable in relation to the value of the brokerage
services rendered. During the fiscal year in question the only
brokerage firm used was First Tennessee Brokerage, Inc. Other than
brokerage services, no other services were furnished to the Fund or its
adviser by the brokerage firm used. However, any additional services
received from any brokerage firm are those available to all their
customers in the normal course of business and these result in no
expense to the Fund nor to any reduction in the adviser's expenses, nor
is there any allocation of business on the basis of such services or on
the basis of any sales efforts of the Fund's shares on the part of any
broker. No weight is given any additional services rendered in arriving
at the value of the brokerage services rendered. It is the Fund's
intention to get the best price and execution and pay only such
commissions as are reasonable in relation to the value of the brokerage
services rendered, and it believes it has always done so in the past.
Although there is no arrangement, understanding or specific intention to
confine the Fund's brokerage business to any particular firm or firms,
it is intended that the practice set forth hereinabove will be continued
and, so long as it is felt that the best prices and executions are being
obtained and that the commissions charged the Fund are reasonable in
relation to the value of the brokerage services rendered, that most, if
not all of such business will be placed with the firms with which the
Fund has done business in the past. The selection of brokers used for
portfolio transactions is made by the Fund's President who also acts as
its investment adviser. Over-the- counter transactions are placed with
the primary market maker unless it is believed that a better price or
execution is obtainable elsewhere.

6
<PAGE>

Purchase, Redemption and Pricing of Securities Being Offered.
_____________________________________________________________

The following is an example of the calculation of net asset value
based on the Fund's situation at the close of business on December 31,
1995:

Market Value of Portfolio Securities.........$ 427,262.50
Cash on Deposit.............................. 159,749.11
Receivables from Dividends and Interest...... 1,806.74
Other Assets................................. 498.11
----------
Total Assets.................................$ 589,316.46

Less:
Liabilities: Accrued Expenses and Taxes......$ 4,969.60
----------
Value of Net Assets..........................$ 584,346.86
==========

Number of Shares Outstanding................. 17,391

Net Asset Value Per Share
($584,346.86 divided by 17,391 adjusted
to nearest cent)........................ $ 33.60
Offering Price December 31, 1995............. $ 33.60
Redemption Price December 31, 1995........... $ 33.60

Sales and redemptions of the Fund's stock may be suspended during
periods when determination of net asset value is suspended because (a)
the New York Stock Exchange is closed on days other than weekends or
holidays, (b) trading on said Exchange is restricted as determined by
the rules and regulations of the Securities and Exchange Commission, or
(c) an emergency exists in accordance with the rules and regulations of
the Securities and Exchange Commission which makes disposal of
securities owned by the Fund not reasonably practical. Other than the
possibility of such a suspension, there are no restrictions on the
redemption of shares upon demand of the holder. There has been no
suspension of sales or redemptions since the Fund has been in existence.

Underwriters
____________

There is no underwriter for the capital stock of the
Registrant other than the Registrant.

7
<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits
_________________________________

A. Financial Statements (all included in Part A):

(1) Report of Independent Accountants
(2) Statements of Assets and Liabilities
(3) Statement of Sources of Net Assets
(4) Statement of Income and Expense
(5) Statement of Realized Gain or Loss on Investments
(6) Statement of Unrealized Gain or Loss on Investments
(7) Statement of Changes in Net Assets
(8) Investments
(9) Notes to Financial Statements

B. Exhibits

(1) Charter-See Form N-8B-1, filed May 16, 1949, and
Post Effective Amendment No. 18, filed February 14,
1962 both of which are incorporated herein by
reference, and Charter Amendment dated February 28,
1983, which is incorporated herein by reference.

(2) By-Laws - See Form N-8B-1, filed May 26, 1949,
which is incorporated herein by reference, and see
Post Effective Amendment No. 42, filed March 12,
1980, which is incorporated herein by reference,
and Amendment to By-Laws adopted December 8, 1982,
which is incorporated herein by reference.

(3) Voting trust agreements - Not applicable.

(4) Specimen of security - See Post Effective Amendment
No. 42, filed March 12, 1980, which is incorporated
herein by reference.

(5) Investment advisory contracts - See Form N-8B-1,
filed May 16, 1949, which is incorporated herein
by reference, and see Post Effective Amendment No.
42, filed March 12, 1980, which is incorporated
herein by reference.

(6) Underwriting or distributions contracts - Not
applicable.

(7) Bonus, profit sharing, pension or other contracts -
Not applicable.

(8) Custodian agreements - See Post Effective Amendment
No. 22, filed March 15, 1965, which is incorporated
herein by reference.

(9) Other material contracts - Not applicable.

1
<PAGE>

(10) Opinions and Consents of Counsel - See Form N-8B-1,
filed May 16, 1949, and Post Effective Amendment
No. 18, filed February 14, 1962, both of which are
incorporated herein by reference. See Consent of
Counsel, Attachment B(10).

(11) Other opinions - See Consent of Accountants,
Attachment B(11).

(12) Omitted financial statements - Not applicable.

(13) Other agreements - Not applicable.

(14) Model Plan - Not applicable.

(15) Rule 12b-1 Plan - Not applicable.

(16) Performance quotation - Not applicable.

(17) Electronic Filers - Not applicable.

2
<PAGE>

ATTACHMENT B(11)

CONSENT OF EXPERTS

We hereby consent to the inclusion of our opinion dated January 12,
1996, in this prospectus.

Rhea & Ivy, PLC

Memphis, Tennessee
April 12, 1996

3
<PAGE>

Item 25. Persons Controlled by or Under Common Control with
Registrant: None.

Item 26. Number of Holders of Securities at March 31, 1996:

(1) (2)
Title of Class Number of Record Holders

Common Capital Stock, NPV 67

Item 27. Indemnification:

No provision exists for indemnification of officers,
directors, underwriters or affiliated persons of the
Registrant.

Tennessee Code Annotated Sections 48-18-501 through 48-18-509
authorize a corporation to provide for the indemnification of
officers, directors, employees and agents in terms
sufficiently broad to permit indemnification under certain
circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933,
as amended.

Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by the director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the act and will be governed by the final adjudication of
such issue.

Item 28. Business and Other Connections of Investment Adviser.

Maury Wade, Jr., is engaged in the business of Maury Wade &
Company, an investment advisory service which customarily
provides advice to investors, both individual and
institutional, as to the making of investment decisions
concerning publicly traded equity securities and debt
securities of corporations and of federal, state and local
governmental entities.

Item 29. Principal Underwriters - Not Applicable.

Item 30. Location of Accounts and Records.

All securities and all funds (except an operating bank
account limited to $20,000 per year) of Wade Fund, Inc.,
are held in the safekeeping of First Tennessee Bank, N.A.
Memphis, Tennessee, 38103.

The corporate charter, by-laws, minutes and all other records
and documents of the Fund are kept in the principal office of
Wade Fund, Inc., Suite 2224, 5100 Poplar Avenue, Memphis,
Tennessee 38137.

Item 31. Management Services - Not Applicable.

4
<PAGE>

Item 32. Undertakings.

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the
Securities and Exchange Act of 1934, the undersigned registrant hereby
undertakes to file with the Securities and Exchange Commission such
supplementary and periodic information, documents and reports as may be
prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section.

The undersigned registrant hereby further undertakes the
following:

1. To file any prospectus necessary to comply with
the provisions of Section 10(a)(3) of the Securities
Act of 1933 as a post-effective amendment.

2. That for the purposes of determining liabilities under
Section 11 each such post-effective amendment shall
be deemed to be a new registration statement relating
to the shares offered thereunder.

<PAGE>

S I G N A T U R E S

Pursuant to the requirements of the Securities Act of 1933
the Registrant certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485 (b)
under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Memphis and State of Tennessee on the 26th
day of April, 1996 ---
------- ----

WADE FUND, INC.

s/ Charles Grant Wade s/ Maury Wade, Jr.
___________________________ _____________________________
Secretary President

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Date
_________ _____ ____

s/ Maury Wade, Jr. President April 26, 1996
_________________________ ____________________ ________________
Maury Wade, Jr.

Treasurer
s/ Charles Grant Wade Financial Officer April 26, 1996
_________________________ ____________________ ________________
Charles Grant Wade

Treasurer
s/ Charles Grant Wade Accounting Officer April 26, 1996
_________________________ ____________________ ________________
Charles Grant Wade

s/ Maury Wade, Jr. Director April 26, 1996
_________________________ ____________________ ________________
Maury Wade, Jr.

s/ Charles Grant Wade Director April 26, 1996
_________________________ ____________________ ________________
Charles Grant Wade

s/ David L. DelBrocco Director April 26, 1996
________________________ ____________________ ________________
David L. DelBrocco

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS OF WADE FUND, INC. AS OF DECEMBER 31,
1995, AND THE NOTES RELATED THERETO AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>

<S> <C>
<MULTIPLIER> 1
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 142,586
<INVESTMENTS-AT-VALUE> 427,263
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<AVG-DEBT-PER-SHARE> 0

</TABLE>