EXHIBIT 2
John Michaels, CPA
223 Main Street
Woodbridge, NJ 07095
732-634-0148
732-855-4961 Fax
Mangement Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940
We, as members of management of MH Elite Portfolio of Funds, Inc. (the
"Company"), are responsible for complying with the requirements of subsections
(b) and (c) of Rule 17f-2, "Custody of Investments by Registered Management
Investment Companies", of the Investment Company Act of 1940. We are also
responsible for establishing and maintaining an effective internal control
structure over compliance with those requirements. We have performed an
evaulation of the Company's compliance with the requirements of subsections
(b) and (c) of Rule 17f-2 as of September 30, 2000.
Based on this evaluation, we assert that the Company was in compliance with
those provisions of Rule 17f-2 of the Investment Company Act of 1940 as of
September 30, 2000 wth respect to securities and similiar investments reflected
in the investment account of the Company.
MH Elite Portfolio of Funds, Inc.
By:
Harvey Merson
President
