BURNHAM FUND INC
N-30D, 1996-04-16
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February 5, 1996

Dear Shareholder:

We are pleased to present to you the Annual  Report of The Burnham Fund Inc. for
1995.

On December 31, 1995,  the Fund's net asset value per share for Class A, B and C
shares was $23.19,  $23.45 and $23.10,  respectively (with dividends  reinvested
but without the  imposition  of the  maximum  sales  charge for Class A shares),
which represent increases for the year of 24.5%, 23.5% and 23.5%,  respectively.
For the  fourth  quarter,  the Fund rose 4.8%  versus  4.8% for the  Morningstar
Growth and Income Average,  6.1% for the unmanaged  Standard & Poor's 500 index,
and 4.7% for the Lehman Brothers Government/Corporate Bond Index.

During 1995, The Burnham Fund paid taxable  dividends in respect of its Class A,
B and C shares of $1.62, $1.31, and $1.45, respectively.  Of this amount, $1.13,
$0.82  and  $0.96,  respectively,   was  from  ordinary  income  and  $0.49  was
distributed from capital gains with respect to the Class A, B and C shares.

Portfolio Manager Change
Effective  October 19, 1995, the Board of Directors of The Burnham Fund approved
the transfer of Portfolio  Manager  responsibilities  from  I.W. Burnham, II  to
Jon M. Burnham. I.W. Burnham, II remains  Chairman  of the Board of Directors of
The Burnham Fund and Jon M.  Burnham  assumes  the title  of President and Chief
Executive Officer. Jon Burnham is Chairman  and  Chief Executive Officer of both
Burnham Securities Inc. and Burnham Asset Management Corporation.

Charles Schwab & Co., Inc. Institutional Mutual Fund OneSource`r' Program
The Fund is pleased to announce that as of October 1995, The Burnham Fund is now
a  participant  in the Charles  Schwab & Co.  Inc.'s  Institutional  Mutual Fund
OneSource`r' Program. The Burnham Fund (Class A shares) is now available without
sales charge through fee-based  registered  investment  advisors who clear their
business  through Charles Schwab.  We look forward to a successful  relationship
with Charles Schwab and its clients.

Investment Strategy
During  1995,  our  quarterly   correspondence  to  shareholders  indicated  our
intention to increase the level of equity  investments in the Fund's  portfolio.
We described how such an increase in equity  exposure would lead to a decline in
quarterly  investment  income and,  depending on trading activity in the Fund, a
potential  decline in short term  capital  gains  which had  supplemented  those
quarterly income  distributions.  Since the late 1980's,  our high percentage of
bond  investments  and the high-yield  nature of our stock  investment led to an
above average yield on the Fund's shares but below average  capital gains in the
portfolio.  As of the  fourth  quarter of 1995,  the  Investment  Committee  has
determined that the Fund will make the following strategic changes:




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We are committed to enhancing after-tax shareholder value. Given the current tax
code environment, which may be changing, we believe that shareholders are better
served  by  long  term  investments;   deciding  for  themselves  when  to  take
distributions to fulfill their specific income needs. As asset managers, we must
weigh  these  issues  against   changing   market   conditions.   We  anticipate
opportunistically  increasing  the Fund's  equity  exposure  to the 80% level or
higher (it is  presently  73%) by  reducing  its  corporate  bond  position  and
interest-based investment income. Therefore,  income distributions are likely to
fluctuate  from  quarter  to  quarter.   Stock   selection   should  not  change
significantly  from our  past  style of  concentration  in large  capitalization
growth  and  income  securities   supplemented  by   value-oriented   and  small
capitalization opportunities.

We  believe  these  changes  will  result  in  a  portfolio  with  more  diverse
investments,  higher capital appreciation potential and continued  above-average
yield while remaining within the Growth and Income fund category.

1996 Outlook
1995 was by all  accounts a  superlative  year for  investors.  As  expected,  a
prolonged  recovery  accompanied by declining  rates led to continued  growth in
corporate profits; the most favorable on investment conditions. While almost all
areas of the markets  showed  strong  gains,  the winners by far were  companies
whose  earnings  momentum  increased  over  the  year.  Health  care,   finance,
technology and utilities  sectors were among the best performing  components for
the S&P 500 index as well as for the Fund.  Among the less favored  sectors were
those  that  failed  to show  positive  earnings  comparisons  in such a buoyant
environment.  The Fund avoided  areas which showed  prolonged  signs of weakness
beyond cyclical factors.  These areas included consumer  cyclicals  (retail) and
raw materials and processing (metals and other commodities).

We remain positive toward the equity markets as 1996 begins,  although there are
more risks than last year. The economy  appears to be slowing down, and while we
do not forecast a recession,  we believe that growth will  moderate for the next
few  quarters.  For the first  half of the  year,  corporate  earnings  will run
against tough  comparisons.  We see analyst earnings estimates being reduced for
1996.  Companies  that  meet or  exceed  earnings  estimates  should  outperform
relative to those with slowing earnings momentum. The Federal Reserve -- and the
central banks of many developed  countries -- have been lowering  interest rates
to stimulate economic activity. Reductions follow a pattern over the course of a
business  cycle;  we expect more easing will occur over the course of 1996,  and
economic growth should resume. Much of the strength of the rally in January 1996
was due to  investors'  anticipation  of lower  interest  rates.  We believe the
equity  markets  will  continue  to perform  well so long as the  economy  shows
moderate growth and interest rates trend lower.  Generally,  economic and equity
performance  improves in an election  year -- we do not believe  1996 will be an
exception.

The  foreseeable  risks in 1996 relate to global  politics and the economy.  The
Republican  Party truly  sparked the market  rally in late 1994 when it gained a
majority from the Democrats and began the process of legislation pursuant to its
"Contract with

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America".  The momentum of curtailing government spending continues,  but voters
are  reflecting on some of its harshness.  We may see some  realignment in 1996.
Republicans are further under siege by Mr. Forbes and his flat tax ideas; a deja
vu of Mr. Perot's  spoiler  campaign of 1992. For Mr. Clinton,  Whitewater,  the
Balkans  effort,  and regional  turmoil in Russia are still volatile issues that
may affect  currently  positive  voter  sentiment  as we head into the  campaign
season.  We believe that the budget  impasse will be resolved and the U.S.  will
not default on it debt, but the risk remains that a totally  unexpected  default
could  occur,  which  would have  serious  and  far-reaching  consequences.  The
Consumer  Price  Index is at a 10 year low,  the fifth year in a row it has been
under 3% (as reported by the U.S. Labor Department).  A change in this stability
of prices would concern us.

As observers of demographic  trends, we note that the baby boomers are aging and
facing  college  financing and retirement  funding.  We believe that much of the
decline  in soft  goods  retail  sales  has  been due to this  group's  shifting
discretionary   spending  from  retail  goods  to  financial  assets.  The  U.S.
government,  which is facing the prospect of lowering entitlement spending, will
as a long term goal seek an increase in the U.S.  savings rate and encourage the
public to invest for the future.  The liquidity  provided by an investing public
as  evidenced  by the influx into mutual funds  through  IRAs,  401(k) plans and
conventional investing has important bullish ramifications for the health of the
capital markets for years to come.

Moreover,  since the 1991  recession,  U.S.  corporations  have  regained  their
international  stature.  U.S.  products  are of  higher  quality  and  are  more
competitive  than ever before.  With  enhanced  profits,  corporations  actively
repurchase  their own  stock or  effect  synergistic  mergers.  With more  money
flowing into mutual funds and other investment vehicles, and with relatively low
yields to be attained in the bond markets,  investors  perceive  greater  growth
potential in equities over the long term.

The Burnham Fund continues to overweight the financial  services  sector (banks,
insurance and investment services),  health care,  telecommunications and energy
as we start the new year. These areas show continued  earnings growth and rising
dividends.  We anticipate adding to the technology group and the media area, and
to special value situations. We also intend to add to our REIT holdings, as they
provide  us with very  attractive  dividends  along  with  capital  appreciation
potential.  Our fixed income portfolio  continues to favor bonds that are medium
term in duration with an average "A" rating.

As  always,  we thank you for your  trust and  support,  and we look  forward to
serving your financial needs.

Very sincerely yours,
I.W. BURNHAM, II
I.W. Burnham, II
Chairman

JON M. BURNHAM,
Jon M. Burnham,
President & Portfolio Manager


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CUMULATIVE PERFORMANCE COMPARISON
The Burnham Fund vs. Broad Market Indices

<TABLE>
<CAPTION>
                             Cumulative % Change     Average Annualized % Change
                             -------------------     ---------------------------
                          10 Years  5 Years  3 Years  10 Years  5 Years 3 Years
  
<S>                        <C>       <C>     <C>       <C>      <C>      <C>   
The Burnham Fund
        (Class A Shares)   197.79%   69.8%   33.68%    11.53%   11.18%   10.16%

Standard & Poor's 500
Index (with dividends
reinvested) ............   300.34%  115.43%  53.45%    14.88%    16.59%   15.33%

Lehman Brothers
Government/ ...Corporate
Bond Index .............   151.20%   59.60%  27.76%     9.65%     9.80%    8.50%
</TABLE>

The performance data quoted represents past performance and is not indicative of
future  performance.  The investment return and principal value of an investment
will fluctuate so that an investor's shares, when redeemed, may be worth more or
less than their original cost. Average total return for Class A shares, assuming
the  reinvestment  of dividends  and  excluding the maximum sales charge for the
one, five and ten year periods ended  December 31, 1995 were 24.45%,  11.18% and
11.53%,  respectively.  Such performance  assuming the imposition of the Class A
shares'  maximum 5% sales  charge for the same  periods  would have been 18.23%,
10.04% and 10.96%, respectively.  For Class B and C shares, average total return
for the one year period  ended  December 31, 1995 and life of class total return
for the period  October 18, 1993  (inception  date) to December 31,  1995,  were
23.54% and 23.51%, and 8.21% and 8.56%, respectively.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of
The Burnham Fund Inc.:

We have  audited  the  accompanying  statement  of assets  and  liabilities  and
statement of net assets of The Burnham Fund Inc.,  as of December 31, 1995,  and
the related  statement of operations  for the year then ended,  the statement of
changes in net assets for each of the two years in the period  then  ended,  and
financial  highlights for each of the five years in the period then ended. These
financial  statements  and financial  highlights are the  responsibility  of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  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  financial
highlights 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, 1995 by  correspondence  with the custodian  and brokers.  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 financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Burnham Fund Inc. as of December 31, 1995, the results of its operations for the
year then ended,  the changes in its net assets for each of the two years in the
period then ended,  and financial  highlights  for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.
New York, New York
February 5, 1996.


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COMPARISON  OF  CHANGE IN VALUE OF  $10,000  INVESTMENT  IN THE FUND TO  CERTAIN
MARKET INDICES

                  [SEE APPENDIX TO GRAPHIC AND IMAGE MATERIAL]

Comparison of Performance to Certain Market Indices.
Although the Fund's  investment  objectives do not include matching or exceeding
the performance of any securities-related  index, the line graph set forth above
may be  viewed  as  useful  in  that it  enables  an  investor  to  compare  the
performance of the Fund to certain  securities-related  market indices. The line
graph  includes  performance  information  relating to the Standard & Poor's 500
Index, a broad-based stock market index which is comprised of a large, unmanaged
"basket"  of stocks.  Since the Fund is a managed  investment  vehicle,  and its
investment  policies  permit  it  to  invest  in  debt  securities,  convertible
securities,  warrants and options, the Fund may be able to reduce the volatility
and downside risk inherent in an investment in an index comprised exclusively of
equity securities.  In addition, the line graph sets forth information regarding
the Lehman  Government/Corporate Bond Index, an index reflecting the broad-based
bond market,  as well as the average  quarterly return of 3-month U.S.  Treasury
Bills.  Since the Fund  maintained  a  significant  portion of its  portfolio in
fixed-income investments during 1995, the information pertaining to these market
indices may be useful in providing a  comparison  of the Fund's  performance  to
that of the bond  market in  general.  In making  any of these  comparisons,  it
should be understood  that the  performance of a market index is not adjusted to
reflect the brokerage  expenses that would be incurred in purchasing and selling
the securities  comprising the index,  and does not include the management  fees
and other  expenses  that are  generally  incurred in investing  through  mutual
funds. The information  pertaining to the Fund's  performance is stated in terms
of total  return and is adjusted to reflect  the maximum  sales  charge of 5% to
which Class A shares are currently  subject at the time of their  purchase.  The
performance  information  set  forth  on the line  graph  is based on a  $10,000
investment  made as of December 31, 1985, and reflects  changes in value through
the 10-year period to December 31, 1995.

Performance  during 1995.

In 1995, The Burnham Fund gradually increased its exposure in the equity markets
from 54% to 73% by the end of the year.  Positions were added in industries that
the investment  committee believed would benefit from an extended economic cycle
and declining  interest rate  environment.  Sectors that were stressed  included
financial services,  energy, health care, technology and telecom/utilities.  Jon
M. Burnham assumed portfolio management responsibilities on October 19, 1995. He
directed the Fund to raise its equity  allocation  further to approximately  75%
with the intention of moving higher  opportunistically.  These moves effectively
reduced the Fund's net investment income at year-end.  For the year, the S&P 500
index returned  37.5%,  its highest  return since 1958, and the Lehman  Brothers
Government/Corporate  Bond Index rose 19.2%.  The Morningstar  Growth and Income
Index rose 31.6% for the year. The Fund rose 24.5% for the year, underperforming
its peers in the Growth and Income  category;  for the first  three  quarters of
1995 its allocation was geared toward both growth and income  objectives  rather
than  capital  appreciation.  During  the  fourth  quarter  of  1995,  when  its
allocation to equities was  effectively  increased,  the Fund matched the Growth
and Income index's increase of 4.8%.


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INVESTMENT PERSPECTIVE

                     Equity Portfolio Distribution
                       by Industry Classification
                           December 31, 1995
<TABLE>
<CAPTION>

                                             % Total
                                         Equity Portfolio
                                         ----------------
<S>                                            <C>   
Energy -- Oil & Gas...................         15.97%
Pharmaceuticals.......................          9.42%
Communications Services...............          8.72%
Insurance.............................          7.55%
Telephone Companies...................          6.34%
Automotive............................          5.71%
Utilities.............................          4.89%
Real Estate...........................          4.16%
Computers & Software..................          4.15%
Semiconductors........................          3.83%
Banking...............................          3.79%
Others................................         25.47%
                                         ----------------
Total Equities........................        100.00%
                                         ----------------
                                         ----------------
</TABLE>

                  Total Portfolio Distribution by Asset Class
                             December 31, 1995

                  [SEE APPENDIX TO GRAPHIC AND IMAGE MATERIAL]

Top 25% Portfolio Holdings
December 31, 1995
Number of Shares/       % of
<TABLE>
<CAPTION>
                                                    Principal Amount        Value       Net Assets
                                                    -----------------    -----------    ----------

<S>                                                 <C>                  <C>            <C>
Chrylser Corp. ..................................           70,000       $ 3,876,250       3.44%
Exxon Corporation................................           45,000       $ 3,605,625       3.20%
AT&T Corp........................................           40,000       $ 2,590,000       2.30%
The Bank of New York Co., Inc.,
  7.5% conv. sub. deb. 8/15/01...................       $1,000,000       $ 2,490,000       2.21%
Mobil Corp.......................................           20,000       $ 2,240,000       1.99%
Texaco Capital Inc., 8.65% gtd. notes 1/30/98....       $2,000,000       $ 2,123,204       1.88%
Thermo Electron Corp.............................           40,000       $ 2,080,000       1.85%
Goodrich (B.F.) Co...............................           30,000       $ 2,043,750       1.81%
Texaco Inc.......................................           25,000       $ 1,962,500       1.74%
American Home Products Corp......................           20,000       $ 1,940,000       1.72%
McDonald's Corp..................................           40,000       $ 1,805,000       1.60%
Amoco Corp.......................................           25,000       $ 1,796,875       1.59%
                                                                                        ----------
Total Top 25% Portfolio Holdings.................                                         25.33%
                                                                                        ----------
                                                                                        ----------
</TABLE>

                               Cumulative Return
                     of a Hypothetical $10,000 Investment*
                         from inception (June 16, 1975)
                          through December 31, 1995

                   SEE APPENDIX TO GRAPHIC AND IMAGE MATERIAL

* All performance  analyses shown herein  represent past performance and are not
  indicative of future performance.  All dividends and distributions from income
  and  capital  gains have been  continually  reinvested.  Performance  does not
  include the imposition of the maximum 5% sales charge.  Performance  for other
  classes  of the Fund will be  greater or less than the data shown in the graph
  and tables based on differences in sales charges and fees paid by shareholders
  investment in the different classes of the Fund.


                         Average Annual Total Return
                       Period ending December 31, 1995

<TABLE>
<S>                         <C>
One Year.................   24.45%
Five Years...............   11.18%
Ten Years................   11.53%
Fifteen Years............   12.21%
Twenty Years.............   13.47%
</TABLE>


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<TABLE>
<CAPTION>

STATEMENT OF NET ASSETS
December 31, 1995
                                           Number of    Value
                                         Shares/Units  (Note 1)
                                         ------------  --------
<S>                                         <C>       <C>       
COMMON STOCKS                        72.54%
AEROSPACE ........................... 1.81%
        Goodrich (B.F.) Co. .........       30,000    $2,043,750
AUTOMOTIVE                            4.14%
        Chrysler Corp. ..............       70,000     3,876,250
        General Motors Corp. ........       15,000       793,125
                                                      ----------
                                                       4,669,375
                                                      ----------
BANKING                               2.75%
        The Bank of New York
                Co., Inc. ...........       20,000       975,000
        Citicorp ....................       20,000     1,345,000
        Home Financial Corp. ........       50,000       775,000
                                                      ----------
                                                       3,095,000
                                                      ----------

BUILDING PRODUCTS                     1.06%
        USG Corp. ...................       40,000 a   1,200,000
COMMUNICATIONS SERVICES 6.33%
        AT&T Corp. ..................       40,000     2,590,000
        ECI Telecom Ltd. ............       50,000     1,143,750
        GTE Corp. ...................       40,000     1,760,000
        U.S. West Media Group .......       86,000 a   1,634,000
                                                       ---------
                                                       7,127,750
                                                       ---------
COMPUTERS & SOFTWARE                  3.01%
        Hewlett Packard Co. .........       17,000     1,423,750
        Microsoft Corp. .............       10,000 a     878,125
        Phoenix Technologies Ltd. ...       70,000 a   1,093,750
                                                       ---------
                                                       3,395,625
                                                       ---------
CONGLOMERATES                         0.27%
        ITT Industries ..............       12,500       300,000
                                                       ---------
DATA PROCESSING SYSTEMS               1.15%
        General Motors Corp. Cl. "E"        25,000     1,300,000
                                                       ---------
ENERGY - OIL AND GAS                 11.58%
        Amoco Oil Co. ...............       25,000     1,796,875
        Exxon Corporation ...........       45,000     3,605,625
        Mobil Corporation ...........       20,000     2,240,000
        Royal Dutch Petroleum ADR ...       10,000     1,411,250
        Texaco Inc. .................       25,000     1,962,500
        Triton Energy Corp. .........       20,000 a   1,147,500
        Union Pacific Resources
                Group Inc. ..........       35,000       888,125
                                                      ----------
                                                      13,051,875
                                                      ----------
ENGINEERING/INDUSTRIAL PRODUCTION     1.93%
        Thermo Electron Corp. .......       40,000 a   2,080,000
        Thermolyte Corp. units
                (Note 4) ............       10,000 a,b   100,000
                                                       ---------
                                                       2,180,000
                                                       ---------
FOOD CHAINS                           1.60%
        McDonald's Corp. ............       40,000     1,805,000
                                                       ---------
FOOD PRODUCTS                         1.03%
        General Mills Inc. ..........       20,000     1,155,000
                                                       ---------
HEALTHCARE REIT                       1.55%
        Meditrust Corp. .............       50,000     1,743,750
                                                       ---------
HOTELS                                2.70%
        Hilton Hotels Corp. .........       20,000     1,230,000
        ITT Corp. ...................       12,500 a     662,500
        Marriott International Inc. .       30,000     1,147,500
                                                       ---------
                                                       3,040,000
                                                       ---------
INSURANCE                             5.48%
        Allstate Corp. ..............       35,000     1,439,375
        American Annuity Group Inc. .       50,000       593,750
        Chubb Corp. .................       15,000     1,451,250
        ITT Hartford Group Inc. .....       12,500 a     604,688
        TIG Holdings Inc. ...........       40,000     1,140,000
        Travelers Group Inc. ........       15,000       943,125
                                                       ---------
                                                       6,172,188
                                                       ---------
MEDICAL SUPPLIES                      0.56%
        PLC Systems Inc. ............       38,000 a     631,750
                                                       ---------
OFFICE EQUIPMENT                      1.46%
        Xerox Corp. .................       12,000     1,644,000
                                                       ---------
OPTICAL EYE CARE                      0.03%
        Sterling Vision Inc. ........        5,000 a      34,375
                                                       ---------
PHARMACEUTICALS                       6.83%
        American Home Products Corp.        20,000     1,940,000
        Caremark International Inc. .       50,000       906,250
        Humana Inc. .................       50,000 a   1,368,750
        IVAX Corp. ..................       30,000       855,000
        Pfizer Inc. .................       20,000     1,260,000
        Schering Plough Corp. .......       25,000     1,368,750
                                                       ---------
                                                       7,698,750
                                                       ---------
PLASTICS                              1.26%
        Raychem Corp. ...............       25,000     1,421,875
                                                       ---------
RAILROADS                             0.59%
        Union Pacific Corp. .........       10,000       660,000
                                                       ---------
REAL ESTATE REIT                      3.02%
        Franchise Finance Corp.
                of America ..........       70,000     1,583,750
        National Golf Properties Inc.       60,000     1,372,500
        Sizeler Property
                Investments Inc. ....       50,000       443,750
                                                       ---------
                                                       3,400,000
                                                       ---------
</TABLE>

See notes to financial statements ...


                                       7
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<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS (Continued)
December 31, 1995
                                                 Number of Shares
                                                   or Principal       Value
                                                      Amount         (Note 1)
<S>                                                   <C>       <C>        
SEMICONDUCTORS                                 2.78%
        Intel Corp. ..........................        25,000    $ 1,420,312
        Motorola, Inc. .......................        30,000      1,710,000
                                                                -----------
                                                                  3,130,312
                                                                -----------
TELEPHONE COMPANIES                            4.60%
        Bell Atlantic Corp. ..................        25,000      1,671,875
        SBC Communications Inc. ..............        30,000      1,725,000
        U.S. West Communications
                Group ........................        50,000      1,787,500
                                                                -----------
                                                                  5,184,375
                                                                -----------
TRAVEL RELATED & FINANCIAL SERVICES            1.47%
        American Express Co. .................        40,000      1,655,000
UTILITIES                                      3.55%
        Detroit Edison Co. ...................        25,000        862,500
        Kansas City Power & Light Co. ........        20,000        522,500
        Montana Power Co. ....................        20,000        452,500
        Puget Sound Power & Light Co. ........        40,000        930,000
        Southern Co. .........................        50,000      1,231,250
                                                                -----------
                                                                  3,998,750
                                                                -----------

        TOTAL COMMON STOCKS
                (COST: $66,610,917) ..........                   81,738,500
                                                                -----------

                                                     Principal         Value
                                                       Amount         (Note 1)

CORPORATE CONVERTIBLE BONDS                    4.18%
BANKING                                        2.21%
        The Bank of New York
                Company, Inc., 71/2% conv
                sub. deb. 8/15/01 ............      $ 1,000,000      2,490,000
                                                                     ---------
DATA PROCESSING                                0.89%
        EMC Corp.,
               4 1/4% conv. sub. deb. 1/01/01         1,000,000        997,500
                                                                     ---------
ELECTRONICS                                   0.20%
        VLSI Technology Inc.,
               8 1/4% conv. sub. note 10/01/05          250,000        230,625
                                                                     ---------
STEEL                                         0.42%
        USX Marathon Group,
                7% conv. sub. deb. 6/15/17 ...          500,000        476,250
                                                                     ---------
UTILITIES                                     0.46%
        Consolidated Natural Gas Co.,
               7 1/4% conv. sub. deb. 12/15/15          500,000        518,125
                                                                     ---------

        TOTAL CORPORATE CONVERTIBLE
                BONDS (COST: $3,257,563) .....                       4,712,500
                                                                     ---------

CORPORATE BONDS                              21.58%
BANKING                                       1.88%
        Chase Manhattan Corp.,
                7 7/8% sub. notes 8/01/04 ....        1,000,000      1,060,132
        Morgan (J.P.) & Co., Inc.,
                7 5/8% sub. notes 11/15/98 ...        1,000,000      1,054,131
                                                                     ---------
                                                                     2,114,263
                                                                     ---------
BUILDING PRODUCTS                              1.79%
        USG Corp., 8% sr .....................
                notes 12/15/96 ...............          500,000        504,381
        USG Corp., 8% sr. notes
                3/15/97 ......................        1,500,000      1,516,405
                                                                     ---------
                                                                     2,020,786
                                                                     ---------
CHEMICALS                                     1.35%
        du Pont (E.I.) de Nemours & Co.,
                6% notes 12/01/01 ............        1,000,000        993,750
        du Pont (E.I.) de Nemours & Co.,
               6 3/4% notes 10/15/02 .........          500,000        524,133
                                                                     ---------
                                                                     1,517,883
                                                                     ---------
COMMUNICATION SERVICES                        0.89%
        Storer Communications Inc.,
                10% deb. 5/15/03 .............        1,000,000      1,006,250
                                                                     ---------
ENERGY - OIL & GAS                            0.88%
        Maxus Energy Corp.,
                9 3/8% notes 11/01/03 ........        1,000,000        991,250
                                                                     ---------
FINANCIAL SERVICES                            6.96%
        Ford Motor Credit Corp.,
               9 1/4% notes 6/15/98 ..........        1,000,000      1,082,284
        General Electric Capital Corp.,
                8% notes 1/15/98 .............        1,000,000      1,047,801
        GMAC Corp.,
                7.65% notes 2/04/97 ..........          400,000        408,810
        GMAC Corp.,
               7 3/4% notes 1/15/99 ..........        1,000,000      1,056,177
        MGM Grand Hotel Finance Corp.,
               11 3/4% gtd. notes 5/01/99 ....        1,000,000      1,062,500
        Texaco Capital Inc.,
                9% gtd. notes 11/15/97 .......        1,000,000      1,062,779
        Texaco Capital Inc.,
                8.65% gtd. notes 1/30/98 .....        2,000,000      2,123,204
                                                                     ---------
                                                                     7,843,555
                                                                     ---------
FOOD & BEVERAGE                                0.44%
        Spreckles Industries Inc.,
               11 1/2% sr. sec. notes 9/01/00           500,000        502,500
                                                                     ---------
FOOD & TOBACCO                                 1.89%
        Philip Morris Companies Inc.,
               9 1/4% notes 12/01/97 .........        1,000,000      1,066,699
        Nabisco Inc., 8% notes
                1/15/00 ......................        1,000,000      1,058,750
                                                                     ---------
                                                                     2,125,449
                                                                     ---------
</TABLE>

                       See notes to financial statements


                                       8
<PAGE>
<PAGE>

[LOGO]

STATEMENT OF NET ASSETS (Concluded)
<TABLE>
<CAPTION>
December 31, 1995
                                                      Principal       Value
                                                        Amount       (Note 1)
<S>                                               <C>             <C>         
HOTELS                                      2.18%
        Marriott Corp.,
                9 5/8% sr. notes "B"
                2/01/96 ....................      $    525,000    $    525,369
        Marriott Corp.,
                8 1/8% sr. notes "C"
                12/01/96 ...................           450,000         442,980
        Marriott Corp.,
                8 7/8% sr. notes "D"
                5/01/97 ....................           115,000         115,395
        Marriott Corp.,
                9 7/8% sr. notes "E"
                11/01/97 ...................           850,000         851,774
        Marriott Corp., 9 3/8% deb .........
                6/15/07 ....................           500,000         516,803
                                                                  ------------
                                                                     2,452,321
                                                                  ------------
   PAPER PRODUCTS                             0.95%
        Riverwood International Corp.,
               10 3/4% sr. notes II 6/15/00            500,000         534,375
        Riverwood International Corp.,
               10 3/4% sr. notes 6/15/00 ...           500,000         540,000
                                                                  ------------
                                                                     1,074,375
                                                                  ------------
PHARMACEUTICALS                               1.91%
        Johnson & Johnson,
                7 3/8% euronotes 11/09/97 ..         1,000,000       1,035,626
        Lilly (Eli) & Co.,
                8 1/8% notes 12/01/01 ......         1,000,000       1,114,353
                                                                  ------------
                                                                     2,149,979
                                                                  ------------
UTILITIES                                     0.46%
        AES Corp.,
               9 3/4% sr. sub. notes 6/15/00           500,000         516,250
                                                                  ------------

                TOTAL CORPORATE BONDS
                        (COST: $23,337,206)                         24,314,861
                                                                  ------------
COMMERCIAL PAPER                             1.37%
        Associates Corp. of NA,
                5.65% 1/02/96 ..............         1,541,000       1,541,000
                                                                  ------------

                TOTAL COMMERCIAL PAPER
                        (COST: $1,541,000)..                         1,541,000
                                                                  ------------
TOTAL INVESTMENTS
        (COST: $94,746,686) ................99.67%                $112,306,861
CASH AND OTHER ASSETS,
                LESS LIABILITIES ........... 0.33%                     373,691
                                            -----                 ------------
Net Assets ................................100.00%                $112,680,552
                                            -----                 ------------
                                            -----                 ------------
</TABLE>

a Non-income  producing security.

b A unit  consists  of one share of common  stock of  Thermolyte  Corp.  and one
redemption right.


        For Federal income tax purposes,  the tax basis of investment securities
owned  at  Dec.  31,  1995  was  $94,746,686.  The  aggregate  gross  unrealized
appreciation  for all  securities in which there was an excess of value over tax
cost  was  $17,880,513  and  aggregate  gross  unrealized  depreciation  for all
securities in which there was excess of tax cost over value was $320,338.

<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
 
<S>                                                      <C>
ASSETS:
Investment in securities,
at value (identified
cost: $94,746,686)(Note 1) .......................   $112,306,861
Cash in bank .....................................         23,576
Dividends and interest receivable ................        622,590
Receivable for capital stock sold ................            735
Prepaid expenses .................................         54,122
                                                     ------------
Total assets .....................................    113,007,884
                                                     ------------
LIABILITIES:
Payable for investment
securities purchased .............................         34,375
Payable for capital stock redeemed ...............         41,406
Payable for investment
advisory fees (Note 6) ...........................         58,251
Payable for distribution and
service fees (Note 7) ............................         25,289
Accrued expenses and other payables ..............        168,011
                                                     ------------
Total liabilities ................................        327,332
                                                     ------------
NET ASSETS .......................................   $112,680,552
                                                     ------------
                                                     ------------

CLASS A SHARES
Net asset value and redemption price
per share (Note 2):
($112,043,842/4,832,331.635 shares
outstanding) .....................................   $      23.19
                                                     ------------
                                                     ------------
Calculation of Maximum Offering Price
Sales charge - 5% of public offering price:
 (Note 2): ($23.19 net asset value
 plus 5.0% of public offering price) ..............  $      24.41
                                                     ------------
                                                     ------------

CLASS B SHARES
Net asset value and offering price
per share: (Note 2):
($633,807/27,029.953 shares
outstanding) .....................................   $      23.45
                                                     ------------
                                                     ------------

CLASS C SHARES
Net asset value and offering price
per share: (Note 2):
($2,903/125.672 shares
of capital stock outstanding) ....................   $      23.10
                                                     ------------
                                                     ------------

Redemption price per share varies
with the length of time
Class B and C shares are held. (Note 7)

NET ASSETS CONSISTED OF:
Capital paid-in ..................................   $ 90,159,251
Undistributed net investment income ..............        882,239
Accumulated net realized gains
on investments ...................................      4,078,887
Net unrealized appreciation of
investments ......................................     17,560,175
                                                     ------------
                                                     $112,680,552
                                                     ------------
                                                     ------------
</TABLE>

                       See notes to financial statements


                                       9
<PAGE>
<PAGE>

[LOGO]
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year ended December 31, 1995

INVESTMENT INCOME:
<S>                                                                    <C>     
Income:
Dividends ...................................................      $  2,011,639
Interest ....................................................         3,109,848
                                                                   ------------
Total income ................................................         5,121,487
                                                                   ------------
Expenses:
Investment advisory fees (Note 6) ...........................           658,253
Distribution fee (Class A)(Note 7) ..........................           262,863
Distribution fee (Class B)(Note 7) ..........................             3,801
Distribution fee (Class C)(Note 7) ..........................                15
Service fees (Class B & C)(Note 7) ..........................             1,280
Transfer agent fees .........................................           207,406
Professional fees ...........................................           182,142
Reports to shareholders .....................................            48,860
Directors' fees and expenses ................................            69,800
Custodian fees ..............................................            51,987
Registration fees and expenses ..............................            69,144
Insurance expense ...........................................            53,099
Miscellaneous expense .......................................            19,817
                                                                   ------------
Total expenses before reimbursement .........................         1,628,467
Less: Expenses voluntarily reimbursed
by Investment Adviser (Note 6) ..............................           (22,892)
                                                                   ------------
Total expenses after reimbursement ..........................         1,605,575
                                                                   ------------
Net investment income .......................................         3,515,912
                                                                   ------------

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Realized gain from securities and options
transactions (excluding short-term
money market instruments)
Proceeds from sales ............................$ 92,874,358
Cost of securities sold .........................(88,439,968)
                                                -------------
Net realized gain from securities
and options transactions ....................................         4,434,390
                                                                   ------------
Increase in unrealized appreciation
of investments
Beginning of year ..............................$  2,231,529
End of year ....................................  17,560,175
                                                ------------
Increase in unrealized appreciation .........................        15,328,646
                                                                   ------------
Net realized and unrealized gain
on investments ..............................................        19,763,036
                                                                   ------------
Net increase in net assets resulting from
operations ..................................................      $ 23,278,948
                                                                   ------------
                                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
                                                   Year ended       Year ended
                                                   December 31,     December 31,
                                                     1995              1994
                                                   -----------      ------------
<S>                                                <C>              <C>          
INCREASE (DECREASE) IN NET ASSETS:
From operations:
Net investment income ..........................   $   3,515,912    $   3,970,955
Net realized gain from security
and option transactions ........................       4,434,390        3,854,723
Increase (Decrease) in unrealized
appreciation of investments ....................      15,328,646      (10,028,824)
                                                   -------------     ------------
Net increase (decrease) in net
assets resulting from
operations .....................................      23,278,948       (2,203,146)
                                                   -------------     ------------
Distributions to shareholders
(Note 1):
From net investment income:
Class A Shares .................................      (3,774,236)      (4,681,668)
Class B Shares .................................         (10,282)          (7,380)
Class C Shares .................................             (83)             (96)
From realized gains from
security and option transactions:
Class A Shares .................................      (2,856,113)      (3,806,005)
Class B Shares .................................         (10,070)          (7,594)
Class C Shares .................................             (67)             (79)
                                                   -------------     ------------
Total distributions to
shareholders ...................................      (6,650,851)      (8,502,822)
                                                   -------------     ------------
Capital share transactions
(Note 2):
Net proceeds from sale
of shares ......................................       1,318,615        2,874,828
Net asset value of shares issued
to shareholders in reinvestment
of dividends ...................................       5,722,758        7,340,553
                                                   -------------     ------------
                                                       7,041,373       10,215,381
                                                   -------------     ------------
Cost of shares redeemed ........................     (13,140,548)     (15,991,754)
Decrease in net assets derived
from capital share
transactions ...................................      (6,099,175)      (5,776,373)
                                                   -------------     ------------
Increase (Decrease) in net
assets for the year ............................      10,528,922      (16,482,341)
                                                   -------------     ------------

NET ASSETS:
Beginning of year ..............................     102,151,630      118,633,971
                                                   -------------     ------------
End of year (including
undistributed .... net investment
income of $882,239 and
$1,123,969, respectively) ......................   $ 112,680,552    $ 102,151,630
                                                   -------------     ------------
                                                   -------------     ------------
</TABLE>

                       See notes to financial statements


                                       10
<PAGE>
<PAGE>

[LOGO]
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

NOTE 1 - Significant Accounting Policies

The Burnham Fund Inc. ("Fund") is registered under the Investment Company Act of
1940,  as amended  (the  "1940  Act"),  as a  diversified,  open-end  investment
company.

The  Fund  offers  three  classes  of  shares.  Class A shares  are sold  with a
front-end sales charge of up to 5.0%.  Class B shares are sold with a contingent
deferred  sales charge of 5.0% which  declines to zero for  purchases  held more
than six years. Class C shares are sold with a contingent  deferred sales charge
of 1%, which declines to zero if held for more than one year.

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity with generally accepted accounting principles.

A.  Security  valuation  -  Investments  in  securities  traded,  or in  options
purchased,  on a national  securities  exchange are valued at the last  reported
sales  price on the  primary  exchange  on which  they  are  traded  on the last
business day of the period.  Securities  traded in the  over-the-counter  market
(including securities listed on exchanges whose primary market is believed to be
over-the-counter)  and listed  securities for which no sale was reported on that
date are valued at the mean  between  the last  reported  bid and asked  prices.
Short-term money market  instruments  which have a maturity of more than 60 days
are valued at prices based on market  quotations for securities of similar type,
yield and maturity. Short-term money market instruments which have a maturity of
60 days or less are valued at amortized cost which approximates value.

B.  Repurchase  agreements  -  Securities  held  as  collateral  for  repurchase
agreements are held by the Federal Reserve Bank and are designated as being held
for the Fund's behalf by its custodian  under the  book-entry  system.  The Fund
monitors the adequacy of the collateral (U.S.  Government  securities) daily and
can require the seller to provide additional  collateral in the event the market
value of the  securities  pledged falls below 102% of the carrying  value of the
repurchase agreement.

C.  Option  Writing - When the Fund  writes a covered  call  option,  the amount
received is included in the Statement of Assets and  Liabilities as an asset and
an  equivalent  liability.  The  liability is  subsequently  marked to market to
reflect the current value of the option  written.  When a call option expires or
when the  Fund  enters  into a  closing  purchase  transaction,  the  Fund  will
recognize a gain (or loss) without regard to any unrealized  gain or loss on the
underlying  security.  When a call option is  exercised,  the proceeds  from the
delivery of the  underlying  security  are  increased  by the amount  originally
received and the resulting gain or loss is recorded by the Fund.

Transactions  in written  options for the year ended  December  31, 1995 were as
follows:

<TABLE>
<CAPTION>
                                                     Number of
                                                      Options   Premiums
<S>                                                       <C>          <C>     
Options written at December 31, 1994 ............        -0-   $     -0-
Options written .................................       (200)    (29,299)
Options canceled in closing
purchase transactions ...........................        200      29,299
Options outstanding at
                                                     -------   ---------
December 31, 1995 ...............................        -0-   $     -0-
                                                     =======   =========
</TABLE>

The cost of canceling options in closing transactions was $38,200 resulting in a
net realized capital loss of $8,901.

D.  Federal  income  taxes - It is the Fund's  policy to qualify  each year as a
"regulated  investment company" under Subchapter M of the Internal Revenue Code.
By so  qualifying,  the Fund will not be subject to Federal  income taxes to the
extent  that its net  investment  income  and net  realized  capital  gains  are
distributed.

E. Other - Security  transactions  are accounted for on the date the  securities
are  purchased  or sold.  Interest  income is recorded on the accrual  basis and
dividend  income  on  the  ex-dividend  date.  Dividends  and  distributions  to
shareholders  are recorded on the ex-dividend  dates.  The Fund may periodically
make reclassifications  among certain of its capital accounts as a result of the
timing and  characteristics  of certain  income and capital gains  distributions
determined  annually in accordance with Federal tax regulations which may differ
from generally accepted accounting principles. During 1995, the Fund



                                       11
<PAGE>
<PAGE>

[LOGO]
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

reclassified  $26,959 from  accumulated  net realized  gains on  investments  to
undistributed net investment income

F. Expenses - Expenses that are  attributable to a specific class of shares will
be charged to that class. Fund-level expenses will be allocated daily based upon
the relative percentage of net assets of each class of shares.

NOTE 2 - Capital Stock
At December 31, 1995,  there were 40,000,000  shares of capital stock ($0.10 par
value)  authorized,  divided  into four classes  designated  Class A, B, C and D
shares. At December 31, 1995, Class D shares were not issued.

Transactions in capital stock for the years ended December 31, 1995 and 1994 for
Class A, B and C shares were as follows:

<TABLE>
<CAPTION>
                                                        Year ended     Year ended
CLASS A SHARES                                         Dec. 31, 1995  Dec. 31, 1994
<S>                                                         <C>         <C>    
Shares sold ..........................................      52,477      130,430
Shares issued to shareholders
in reinvestment of distributions .....................     285,586      361,712
                                                         ---------     ---------
                                                           338,063      492,142
Shares redeemed ......................................    (626,658)    (790,191)
                                                         ---------     ---------
Net decrease .........................................    (288,595)    (298,049)
                                                         ---------     ---------
                                                         ---------     ---------

CLASS B SHARES
Shares sold ..........................................      10,326        9,254
Shares issued to shareholders
in reinvestment of distributions .....................       1,002          748
                                                         ---------     ---------
                                                            11,328       10,002
Shares redeemed ......................................      (1,348)        (254)
Net increase .........................................       9,980        9,748
                                                         =========     =========

CLASS C SHARES
Shares sold ..........................................         -0-          -0-
Shares issued to shareholders
in reinvestment of distributions .....................           7            9
                                                         ---------     ---------
                                                                 7            9
Shares redeemed ......................................         -0-          -0-
                                                         ---------     ---------
Net increase .........................................           7            9
                                                         =========     =========

NOTE 3 - Purchase and Sales of Securities
The  aggregate  cost of purchases  and the proceeds  from sales of securities or
maturities for the year ended December 31, 1995 were:


</TABLE>
<TABLE>
<CAPTION>
                                                                       Proceeds
                                                     Cost of          from sales
                                                    purchases       or maturities
<S>                                                   <C>                  <C>
Short-term money
market instruments .............................    $306,293,800    $304,752,800
U.S. Government obligations ....................             -0-       2,441,875
Common stocks and other securities .............      82,152,276      90,432,483
</TABLE>

For the year  ended  December  31,  1995,  the Fund had net  realized  losses of
$1,105,296 resulting from purchased option transactions.

NOTE 4 - Restricted Securities
A restricted  security is a security which has not been registered with the U.S.
Securities and Exchange  Commission  pursuant to the Securities Act of 1933. The
Fund may  purchase  restricted  securities  through a private  offering and they
cannot be sold  without  prior  registration  under the  Securities  Act of 1933
unless such sale is  pursuant to an  exemption  therefrom.  Subsequent  costs of
registration  of such  securities  are borne by the issuer.  A secondary  market
exists for certain privately placed  securities.  At December 31, 1995, the Fund
held a restricted security with a value aggregating $100,000,  representing less
than 0.1% of the Fund's net assets.  Currently,  a market does not exist for the
security listed below:
<TABLE>
<CAPTION>

Units   Company                  Acquired        Cost             Value
- ------------------------------------------------------------------------
<C>     <S>                     <C>             <C>             <C>     
10,000  Thermolyte Corp.        03/16/1995      $100,000        $100,000
</TABLE>

This security has been valued in good faith by management.

NOTE 5 - Off Balance Sheet Risk in Financial Instruments
The Fund may from time to time trade in financial  instruments  with off-balance
sheet  risk in the  normal  course  of its  investing  activities  to  assist in
managing exposure to various market risks. These financial  instruments  include
written as well as  purchased  options,  and may involve,  to a varying  degree,
elements of risk in excess of the amounts  recognized  for  financial  statement
purposes. The notional or contractual amounts of these instruments represent the
investment the Fund has in



                                       12
<PAGE>
<PAGE>

[LOGO]
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

particular classes of financial  instruments and does not necessarily  represent
the amounts  potentially  subject to risk. The  measurement of risks  associated
with these  instruments  is  meaningful  only when all  related  and  offsetting
transactions are considered.

NOTE 6 - Investment Advisory Fees and Other Transactions
The Investment  Adviser  provides  research and  statistical  services and makes
investment  recommendations to the Fund. With its affiliate,  Burnham Securities
Incorporated  (the  "Distributor"),  the  Investment  Adviser  supplies  a staff
trained  in  accounting   and   shareholder   services  to  aid  in  the  Fund's
administration and day-to-day operations.

The Investment  Adviser  receives an investment  advisory fee paid monthly at an
annual  rate  of A of 1% of the  Fund's  average  daily  net  asset  values.  In
addition,  if in any year the Fund's operating  expenses,  including  investment
advisory fees but excluding interest,  taxes and brokerage  commissions,  exceed
2.5% of the first $30 million of the Fund's average net assets, 2.0% of the next
$70 million and 1.5% of the remaining average net assets, the fees to be paid to
the Investment  Adviser will be reduced to the extent that such expenses  exceed
such limitation. For the year ended December 31, 1995, the Fund incurred fees in
the  amount of  $658,253.  The  advisory  fees and the  expenses  of the Fund as
defined above did not exceed the maximum  allowable  limitation.  The Investment
Adviser has voluntarily  agreed to reimburse expenses of Class B and C shares in
order to limit such  expenses to an annual rate of 2.3% and 2.3%,  respectively.
Accordingly,  the Investment  Adviser has reimbursed Class B and C shares $8,119
and $14,773, respectively.

NOTE 7 - Distribution Services Agreement
The  Distributor  serves as principal  distributor of Fund shares.  The Fund has
adopted a  Distribution  Service  Agreement (the  "Agreement")  pursuant to Rule
12b-1 under the 1940 Act for Classes A, B and C shares. Under the agreement, the
Fund pays a  distribution  fee to the  Distributor  at an annual  rate of 0.25%,
0.75%  and  0.75%,  respectively,   of  the  Fund's  average  daily  net  assets
attributable  to each  respective  class.  For the year ended December 31, 1995,
Class  A,  B  and  C  shares  incurred  fees  of  $262,863,   $3,801,  and  $15,
respectively. Class B and C shares of the Fund will also pay a service fee at an
annual  rate of 0.25% of the  average  daily net assets of Class B and C shares.
The service fee will be used by the Distributor to compensate broker-dealers and
other NASD members for rendering  continuing,  ongoing  service to Class B and C
shareholders.  Service fees incurred for Class B and C shares for the year ended
December 31, 1995 were $1,276 and $4, respectively.  For the year ended December
31, 1995, the  Distributor  earned $183,771 in brokerage  commissions  from Fund
transactions  and $11,368 in sales  commissions from the distribution of Class A
shares.

A contingent  deferred sales charge  ("CDSC") at a maximum rate of 5% is imposed
on Class B shares if an investor  redeems within six years of the purchase date.
A CDSC is  imposed  on Class C shares  at a rate of 1% if  shares  are  redeemed
within 12  months  from the date of  purchase.  A CDSC  will be  imposed  on the
proceeds of the redemptions of Class A shares  purchased  aggregating $1 million
or more if they are redeemed  within 24 months of the end of the calendar  month
of their purchase,  in an amount equal to 1% if the redemption  occurs within 12
months and .50 of 1% if the redemption occurs within the next 12 months. No CDSC
will be  imposed  on  Class  A, B and C  shares  derived  from  reinvestment  of
dividends  or capital  gain  distributions,  or on amounts  which  represent  an
increase  in the  value  of the  shareholders  account  resulting  from  capital
appreciation  above the amount paid for Class A, B and C shares purchased during
the  CDSC  period.  Any  sales  charge  imposed  on  redemptions  is paid to the
Distributor.  For the year ended  December 31,  1995,  there were $1,433 in CDSC
charges paid to the Distributor.

Certain  directors and officers of the Fund are also directors,  officers and/or
employees of the Investment Adviser and/or Distributor. None of the directors so
affiliated  received  compensation  for his  services  as  director of the Fund.
Similarly, none of the Fund's officers received compensation from the Fund.



                                       13
<PAGE>
<PAGE>

[LOGO]
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

NOTE 8 - Financial Highlights
<TABLE>
<CAPTION>
                                         Class A Shares                    Class B Shares                Class C
                              --------------------------------------   ------------------------   ----------------------
 Shares
- --------------------------
  Year ended Dec.31,   1995    1994       1993      1992       1991      1995      1994       1993*`DD'  1995       1994   1993*'DD'
<S>                  <C>      <C>       <C>       <C>         <C>       <C>       <C>         <C>       <C>        <C>      <C>   
Net Asset Value,
Beginning of Year    $19.88   $21.86    $21.95    $22.16      $20.01    $19.94    $21.84      $22.17    $19.89     $21.87   $22.17
Income from Investment
Operations
Net Investment Incom   0.71     0.75      0.81      0.88        1.07      0.41      0.49        0.13      0.54       0.72     0.15
Net Gains or Losses on
Securities
(both realized
and unrealized) ..     3.91    (1.15)     1.11      0.69        2.36      4.10     (1.04)      (0.46)     3.91      (1.15)   (0.45)
                      --------------------------------------------------------------------------------------------------------------
Total from Investment
Operations .......     4.62    (0.40)     1.92      1.57        3.43      4.51     (0.55)      (0.33)     4.45      (0.43)   (0.30)
Less Distributions
Dividends (from net
investment income)    (0.75)   (0.87)    (0.90)    (1.12)      (1.06)    (0.44)    (0.64)        -0-     (0.68)     (0.84)    -0-
Distributions from
Capital Gains
(from securities
and options
transactions) ....   (0.56)    (0.71)    (1.11)    (0.66)      (0.22)    (0.56)    (0.71)        -0-      (0.56)    (0.71)    -0-
                      --------------------------------------------------------------------------------------------------------------
Total Distributions  (1.31)    (1.58)    (2.01)    (1.78)      (1.28)    (1.00)    (1.35)        -0-      (1.34)    (1.55)    -0-
                      --------------------------------------------------------------------------------------------------------------
Net Asset Value,
End of Year ......  $23.19    $19.88    $21.86    $21.95      $22.16    $23.45    $19.94      $21.84     $23.10    $19.89  $21.87
                      --------------------------------------------------------------------------------------------------------------
                      --------------------------------------------------------------------------------------------------------------
Total Return .....   24.45%    (1.77%)    9.35%     7.70%      17.98%    23.54%    (2.52%)     (1.49%)    23.51%    (1.95%) (1.35%)
                      --------------------------------------------------------------------------------------------------------------
Ratios/Supplemental
Data
Net Assets
(in $millions),
End of Year ......   112.0     101.8     118.5     117.2       125.4       0.6       0.3         0.2        0.0**       0.0** 0.0**
                      --------------------------------------------------------------------------------------------------------------
Ratio of
Expenses (net)
to Average
Net Assets .......     1.5%      1.5%      1.5%      1.2%        1.1%      2.2%      2.3%        2.2%`D'    2.3%      1.5%   1.5%`D'
                      --------------------------------------------------------------------------------------------------------------
Ratio of
Net Income
to Average
Net Assets .......     3.3%      3.7%      3.7%      4.1%        5.0%      2.5%      2.9%        3.9%`D'    2.5%      3.6%   3.5%`D'
                      --------------------------------------------------------------------------------------------------------------
Portfolio Turnover
Rate .............    78.3%     87.9%     54.1%     68.5%      120.8%     78.3%     87.9%       54.1%      78.3%     87.9%  54.1%
                      --------------------------------------------------------------------------------------------------------------

*    The Fund commenced offering Class B shares and Class C shares on October 18, 1993.
**   Less than $100,000 of net assets.
`D'  Annualized.
`DD' Based on average shares outstanding.


NOTE 9 - Dividends and Distributions Subsequent to end of Reporting Period
The Fund announced a per-share  distribution  to shareholders of record December
29, 1995. The  distribution  had an ex-dividend  date of January 2, 1996 and was
payable January 9, 1996.

The distribution was as follows:

</TABLE>
<TABLE>
<CAPTION>

                                                       Class A     Class B   Class C
<S>                                                    <C>       <C>       <C>     
From net investment income .......................     $   0.16  $   0.02  $   0.06
From short-term capital gains ....................         0.37      0.37      0.37
From long-term capital gains .....................         0.49      0.49      0.49
                                                       --------  --------  --------
Total distributions paid .........................     $   1.02  $   0.88  $   0.92
                                                       ========  ========  ========

NOTE 10 - Management's Use of Estimates
The preparation of financial  statements,  in conformity with generally accepted
accounting  principles,  requires  management to make estimates and  assumptions
that affect the reported  amounts of assets and  liabilities  at the date of the
financial  statements and the reported amounts of income and expenses during the
reporting period.

Actual results could differ from those estimates.


                                       14
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                     [THIS PAGE LEFT INTENTIONALLY BLANK.]




                                       15
<PAGE>
<PAGE>

Officers of the Fund
I.W. Burnham, II Chairman
Jon M. Burnham, President
        and Chief Executive Officer
Debra B. Hyman, Executive Vice President
Michael E. Barna, First Vice President
        Chief Financial Officer, Treasurer and Secretary
Ronald M. Geffen, Vice President
Frank A. Passantino,  Vice President and
        Assistant Secretary
Louis S. Rosenthal, Vice President
Leon C. Sunstein, Jr., Vice President

Investment Adviser
Burnham Asset Management Corporation
1325 Avenue of the Americas
New York, New York 10019

Distributor
Burnham Securities Incorporated
1325 Avenue of the Americas
New York, New York 10019
Telephone: 1 (800) 874-FUND

Custodian and Transfer Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

Legal Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022

Servicing Agent
Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171

Independent Accountants
Coopers & Lybrand L.L.P.
1301 Avenue of the Americas
New York, New York 10019

This report has been prepared for the information of shareholders of The Burnham
Fund Inc. and is not authorized for distribution to prospective investors unless
preceded or accompanied  by an effective  prospectus  that includes  information
regarding  the  Fund's  objectives,  policies,  management,  records  and  other
information.

Annual Report

DECEMBER 31, 1995


CONTINUITY                      KNOWLEDGE
[PHOTOGRAPH OF CLOCK]           [PHOTOGRAPH OF CHESS PIECE]

                        [LOGO]

GROWTH                          INCOME
[PHOTOGRAPH OF STEPS]           [PHOTOGRAPH OF COINS]


Burnham Securities Inc.
Principal Distributor

<PAGE>
<PAGE>

APPENDIX TO GRAPHIC AND IMAGE MATERIAL

Graph 1 Page 5 of Report 'Comparison of Change in Value of $10,000 Investment in
the Fund to Certain Market Indices'

The line chart  describes a hypothetical  investment of $10,000 over the 10-year
investment  period  January 1, 1985 to December  31,  1995 for The Burnham  Fund
Class A shares compared to comparable  performance of the S&P 500 Index,  Lehman
Brothers  Corporate/Government  Bond Index and the Average 3-month U.S. Treasury
Bill  Rate.  Performance  for The  Burnham  Fund  Class A shares is based on the
imposition  of  a  maximum  initial  sales  charge  of  5%.  All  dividends  and
distributions  from income and capital gains have been  continually  reinvested.
The performance in the graph  represent past  performance and are not indicative
of future performance. The performance at the end of the period reflects a total
hypothetical  value of $28,290 for The Burnham Fund Class A shares,  $40,034 for
the S&P 500 Index,  $25,120 for the Lehman  Brothers  Corporate/Government  Bond
Index and $17,135 for the Average  3-month U.S.  Treasury Bill Rate. The Average
Annualized  Total  Return of the The Burnham  Fund Class A shares was 18.23% for
the past year, 10.04% for the past 5 years and 10.96% for the past 10 years.

Graph 1 Page 6 of Report 'Total Portfolio Distribution by Asset Class'

The pie chart sets out to describe the asset  allocation  of The Burnham Fund as
of  December  31,  1995.  The asset  allocation  is broken out in the  following
manner:  Common Stocks - 73%; Corporate & Convertible Bonds - 26%; Cash and Cash
Equivalents - 1%.

Graph 2 Page 6 of Report 'Cumulative Return of a Hypothetical $10,000 Investment'

The  line  chart  describes  a  hypothetical  investment  of  $10,000  over  the
investment  period June 16, 1975  (inception  date) to December  31,  1995.  The
performance figures do not include the imposition of the maximum sales charge of
5%. All  dividends  and  distributions  from income and capital  gains have been
continually reinvested.  The performance in the graph represent past performance
and are not indicative of future performance.  The performance at the end of the
period reflects a total hypothetical value of $122,675 representing a cumulative
total return of 1,126.75% and an annualized compound rate of return of 12.95%.


<PAGE>
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</TABLE>



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