BURNHAM FUND INC, 485BPOS, 1997-04-29

BURNHAM FUND INC
485BPOS, 1997-04-29

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As filed with the Securities and Exchange Commission on April 30, 1997

REGISTRATION FILE NOS. 2-17226, 811-994

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. 65 [X]

AND/OR

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

AMENDMENT NO. 27 [X]

(Check appropriate box or boxes)

THE BURNHAM FUND INC.
(Exact name of registrant as specified in charter)

1325 AVENUE OF THE AMERICAS, 17TH FLOOR
NEW YORK, NEW YORK 10019
(Address of Principal Executive Offices) (Zip Code)

(800) 874-FUND
(Registrant's Telephone Number, Including Area Code)

JON M. BURNHAM
1325 AVENUE OF THE AMERICAS, 17TH FLOOR
NEW YORK, NEW YORK 10019
(Name and Address of Agent for Service)

COPY TO:

PHILIP H. HARRIS
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022

Approximate date of proposed public offering:

It is proposed that this filing will become effective (check appropriate box)
<TABLE>
<S> <C>

X immediately upon filing pursuant to paragraph (b), or on (date) pursuant to paragraph (b), or
- ---- ----
60 days after filing pursuant to paragraph (a)(1), or on (date) pursuant to paragraph (a)(1)
- ---- ----
75 days after filing pursuant to paragraph (a)(2), or on (date) pursuant to paragraph (a)(2) of Rule 485.
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</TABLE>

REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES OF BENEFICIAL
INTEREST PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED, AND HAS FILED A RULE 24f-2 NOTICE WITH THE COMMISSION FOR ITS MOST
RECENT FISCAL YEAR ENDED DECEMBER 31, 1996.

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
FORM N-1A
ITEM NO. LOCATION

PART A

<S> <C> <C>
Item 1. Cover Page.................................... Cover Page

Item 2. Synopsis...................................... Fee Table; Hypothetical Investment

Item 3. Condensed Financial Information............... Financial Highlights; Performance Information

Item 4. General Description of Registrant............. The Fund; The Fund's Investment Objectives and Policies;
Risk Factors; Organization of the Fund

Item 5. Management of the Fund........................ Cover Page; The Fund; Management; Distribution;
Services for Shareholders

Item 5A. Management's Discussion
of Fund Performance........................... Annual Report to Shareholders

Item 6. Capital Stock and Other Securities............ Net Asset Value, Dividends, Capital Gains
Distributions and Taxes; Services for Shareholders;
Purchase of Shares; Alternative Purchase Arrangements

Item 7. Purchase of Securities Being Offered.......... Cover Page; Purchase of Shares; Net Asset Value,
Dividends, Capital Gains Distributions and
Taxes; Alternative Purchase Arrangements;
Distribution; Services for Shareholders

Item 8. Redemption or Repurchase...................... Redemption of Shares; Purchase of Shares; Alternative
Purchase Arrangements

Item 9. Legal Proceedings............................. Not Applicable

PART B

Item 10. Cover Page.................................... Cover Page

Item 11. Table of Contents............................. Table of Contents

Item 12. General Information and History............... Not Applicable

Item 13. Investment Objective and Policies............. Investment Techniques; Investment Restrictions

Item 14. Management of the Fund........................ Directors and Officers of the Fund
</TABLE>

<TABLE>
<CAPTION>
FORM N-1A
ITEM NO. LOCATION

PART B

<S> <C> <C>
Item 15. Control Persons and Principal
Holders of Securities......................... Directors and Officers of the Fund

Item 16. Investment Advisory and
Other Services................................ Investment Management and Other Services;
Services for Shareholders

Item 17. Brokerage Allocation and
Other Practices............................... Portfolio Turnover and Brokerage

Item 18. Capital Stock and Other Securities............ Purchase and Redemption of Shares

Item 19. Purchase, Redemption and Pricing of
Securities Being Offered...................... Cover Page; Purchase and Redemption of Shares;
Services for Shareholders; Net Asset Value,
Dividends, Capital Gains Distributions and Taxes

Item 20. Tax Status.................................... Net Asset Value, Dividends, Capital Gains
Distributions and Taxes

Item 21. Underwriters.................................. Portfolio Turnover and Brokerage

Item 22. Calculations of Performance Data.............. Determination of Performance

Item 23. Financial Statements.......................... Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

<PAGE>
<PAGE>
BURNHAM
----
Fund

THE BURNHAM FUND INC. (the "Fund") is a diversified, open-end management
investment company whose principal investment objective is capital
appreciation, mainly long-term. Income generally will be of lesser
importance.

The Fund offers alternative purchase arrangements that provide investors with
the option of purchasing shares (i) subject to a front-end sales charge and a
Rule 12b-1 plan distribution fee ("Class A shares"); (ii) subject to a
contingent deferred sales charge ("CDSC") if held for less than six years, a
Rule 12b-1 plan distribution fee and a service fee ("Class B shares"); or
(iii), subject to a CDSC if held for less than one year, a Rule 12b-1 plan
distribution fee and a service fee ("Class C shares"). The Fund's multi-class
distribution system is described more fully under the headings "Alternative
Purchase Arrangements", "Purchase of Shares - Terms of Purchase", "Redemption
of Shares", and "Distribution - Distribution Plan and Use of Distribution and
Service Fees".

The purpose of offering different classes of shares is to provide investors
with options so that each may choose a method of purchasing the Fund's shares
most suited to his or her specific investment needs and preferences. The
proceeds from the sales of the three classes of shares are jointly invested
in the Fund's investment portfolio. Each class of shares represents an
identical interest in the portfolio, except as to class-specific distribution
related matters and any other matters relating only to a particular class.
Each class of shares has identical voting, dividend, liquidation and other
rights except as described in "Alternative Purchase Arrangements".

Burnham Asset Management Corporation (the "Adviser"), an affiliate of Burnham
Securities Inc. (the "Distributor"), the Fund's principal distributor, serves
as the Fund's investment adviser.

This Prospectus sets forth concisely the information you should know before
investing in the Fund. You should read it and keep it for future reference. A
Statement of Additional Information, dated April 30, 1997, has been filed
with the Securities and Exchange Commission (the "Commission") and contains
further information about the Fund. The Statement of Additional Information
is hereby incorporated by reference into this Prospectus. You can obtain a
copy without charge by contacting your account executive or certified
financial planner at a dealer authorized to sell shares of the Fund or by
calling or writing the Distributor at the telephone numbers and address
below.

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

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY
BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF
THE PRINCIPAL AMOUNT INVESTED.

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

BURNHAM Securities Inc.
PRINCIPAL DISTRIBUTOR
1325 Avenue of the Americas, 17th Floor,
New York, New York 10019

April 30, 1997

BURNHAM
- ----
Fund

Fee Table

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
------------------------------
<S> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Front-end Sales Charge 5.00%(1) None None
Maximum Front-end Sales Charge imposed on Reinvested Dividends None None None
Maximum Contingent Deferred Sales Charge None 5.00%(2) 1.00%(2)

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

Management Fees 0.63% 0.63% 0.63%
Distribution Fees(3) 0.25% 0.75% 0.75%
Service Fees None 0.25% 0.25%
Other Expenses (after expense reimbursement) 0.51% 0.51%(4) 0.51%(4)
------ ------ ------
Total Operating Expenses 1.39% 2.14% 2.14%(5)
====== ====== ======
</TABLE>

(1) Class A shares have reduced initial sales charges for purchases in excess of
$50,000. Certain purchases of Class A shares of $ 1 million or more are not
subject to front-end sales charges, but a contingent deferred sales charge is
imposed on the proceeds of such shares equal to 1% if the shares are redeemed
within the first 12 months after the end of the calendar month of their
purchase, and .5 of 1% if redeemed within the next 12 months. See "Purchase of
Shares -- Initial Sales Charges (Class A Shares)".

(2) The contingent deferred sales charge on Class B shares declines from 5%
during the first year to 0% in the sixth year after the date of purchase.
Deferred sales charge on Class C shares applies only if a redemption of shares
occurs within 12 months from the purchase date. See "Redemption of Shares".

(3) The National Association of Securities Dealers, Inc. (the "NASD") imposes a
maximum limit on asset-based sales charges, which include distribution fees.
Long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted by the NASD. See "Distribution -- Distribution
Plan and Use of Distribution and Service Fees".

(4) The Adviser has voluntarily agreed to reimburse expenses of the Class B and
Class C shares in order to limit expenses. The Adviser reserves the right to
discontinue this policy at any time. The Adviser reimbursed the Class B and
Class C shares $57 and $289, respectively, in 1996.

(5) The expense information for Class B and Class C shares has been restated to
reflect current fees that would have been applicable had they been in effect
during the previous fiscal year. Had the Investment Adviser not agreed to
reimburse Class B and Class C shares for expenses in excess of the expense
limitation described under "Management", the ratios of expenses for the periods
ended December 31, 1996 would have been 2.1% and 2.5%, respectively, for Class B
and Class C shares.

Hypothetical Investment

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------- --------------- --------------- ----------------
SHARE CLASS: A B C A B C A B C A B C
- - - - - - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
You would pay the following expenses
on a $1,000 investment, assuming
(1) Payment of the Maximum Sales Charge,
(2) a 5% annual return, and
(3) redemption of shares at the end of the period.
10 YEAR FIGURES FOR CLASS B ASSUME CONVERSION
TO CLASS A SHARES AFTER EIGHT YEARS $63 $71 $32 $92 $96 $69 $122 $133 $118 $209 $224 $253

You would pay the following expenses
on the same $1,000 investment, assuming
(1) Payment of the Maximum Sales Charge,
(2) a 5% annual return, and
(3) no redemptions at the end of the time period.
10 YEAR FIGURES FOR CLASS B SHARES ASSUME CONVERSION

TO CLASS A SHARES AFTER EIGHT YEARS $63 $21 $22 $92 $66 $69 $122 $113 $118 $209 $224 $253
</TABLE>

The purpose of the foregoing table is to assist you in understanding the various
costs and expenses that an investor in the Fund will bear directly or
indirectly. The examples provided are intended to show the dollar amount of
expenses that would be incurred over the indicated periods on a hypothetical
$1,000 investment in the Fund, assuming a 5% annual return and assuming that the
Fund's expenses continue at the rates shown in the table. However, the actual
return on an investment in the Fund may be greater or less than 5%. The examples
should not be considered as representative of past or future expenses; actual
expenses may be greater or less than those shown.

BURNHAM
----
Fund

Financial Highlights

The following table shows, on a per share basis, the changes in net asset
value, total return and ratios/supplementary data of the Class A shares for each
of the ten years in the period ended December 31, 1996, and for the Class B and
Class C shares for the period October 18, 1993 (inception date) through December
31, 1993, and years ended December 31, 1994, 1995 and 1996, and may be used to
trace the performance of the shares of the Fund. Further information regarding
the Fund's performance is contained in the Fund's Annual Report to Shareholders
which may be obtained upon request and without charge.

The information for each of the ten years in the period ended December 31,
1996 was audited by Coopers & Lybrand L.L.P., the Fund's independent
accountants.(1)

<TABLE>
<CAPTION>
Class A Shares
---------------------------------------------------------------------------------------------------
Year ended December 31, 1996 1995 1994 1993 1992 1991 1990 1989(3) 1988 1987
------- -------- -------- -------- -------- -------- --------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

NET ASSET VALUE,
Beginning of Year $23.19 $19.88 $21.86 $21.95 $22.16 $20.01 $23.62 $20.89 $19.58 $21.28
Income from Investment
Operations
Net Investment Income 0.51 0.71 0.75 0.81 0.88 1.07 1.19 1.25 0.19 0.85
Net Gains or Losses on
Securities (both realized
and unrealized) 3.36 3.91 (1.15) 1.11 0.69 2.36 (1.62) 3.23 1.09 0.67
---------------------------------------------------------------------------------------------------
Total from Investment
Operations 3.87 4.62 (0.40) 1.92 1.57 3.43 (0.43) 4.48 2.28 1.52

LESS DISTRIBUTIONS
Dividends (from net
investment income) (0.55) (0.75) (0.87) (0.90) (1.12) (1.06) (1.24) (1.25) (0.75) (1.07)
Distributions (from
capital gains) (0.86) (0.56) (0.71) (1.11) (0.66) (0.22) (1.94) (0.50) (0.22) (2.15)
---------------------------------------------------------------------------------------------------
Total Distributions (1.41) (1.31) (1.58) (2.01) (1.78) (1.28) (3.18) (1.75) (0.97) (3.22)
---------------------------------------------------------------------------------------------------

Net Asset Value, End of Year $25.65 $23.19 $19.88 $21.86 $21.95 $22.16 $20.01 $23.62 $20.89 $19.58
===================================================================================================
Total Return(2) 17.60% 24.45% (1.77%) 9.35% 7.70% 17.98% (1.76%) 22.75% 11.89% 6.69%
---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net Assets (in $millions),
End of Year 117.4 112.0 101.8 118.5 117.2 125.4 123.7 161.3 184.7 200.6
Ratio of Expenses (net)
to Average Net Assets 1.3% 1.5% 1.5% 1.5% 1.2% 1.1% 1.2% 1.2% 1.1% 1.0%
Ratio of Net Income to
Average Net Assets 2.1% 3.3% 3.7% 3.7% 4.1% 5.0% 5.6% 5.3% 5.6% 3.9%
Average Commission Rate(5) 0.07 -- -- -- -- -- -- -- -- --
Portfolio Turnover Rate 61.5% 78.3% 87.9% 54.1% 68.5% 120.8% 107.4% 92.5% 94.4% 121.2%

<CAPTION>
Class B Class C
Shares Shares
-------------------------------------------- --------------------------------------------
Year ended December 31, 1996 1995 1994 1993*`D'`D' 1996 1995 1994 1993*`D'`D'
-------- ---------- ---------- ---------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
Beginning of Year $23.45 $19.94 $21.84 $22.17 $23.10 $19.89 $21.87 $22.17
Income from Investment
Operations
Net Investment Income 0.21 0.41 0.49 0.13 0.29 0.54 0.72 0.15
Net Gains or Losses on
Securities (both realized
and unrealized) 3.69 4.10 (1.04) (0.46) 3.37 3.91 (1.15) (0.45)
--------------------------------------------------------------------------------------------
Total from Investment
Operations 3.90 4.51 (0.55) (0.33) 3.66 4.45 (0.43) (0.30)

LESS DISTRIBUTIONS
Dividends (from net
investment income) (0.18) (0.44) (0.64) -0- (0.21) (0.68) (0.84) -0-
Distributions (from
capital gains) (0.86) (0.56) (0.71) -0- (0.86) (0.56) (0.71) -0-
--------------------------------------------------------------------------------------------

Total Distributions (1.04) (1.00) (1.35) -0- (1.07) (1.24) (1.55) -0-
--------------------------------------------------------------------------------------------

Net Asset Value, End of Year $26.31 $23.45 $19.94 $21.84 $25.69 $23.10 $19.89 $21.87
============================================================================================
Total Return(2) 17.34% 23.54% (2.52%) (1.49%) 16.56% 23.51% (1.95%) (1.35%)
--------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets (in $millions),
End of Year 1.0 0.6 0.3 0.2 0.00** 0.0** 0.0** 0.0**
Ratio of Expenses (net)
to Average Net Assets(4) 2.1% 2.2% 2.3% 2.2%`D' 2.2% 2.3% 1.5% 1.5%`D'
Ratio of Net Income to
Average Net Assets 1.3% 2.5% 2.9% 3.9%`D' 1.2% 2.5% 3.6% 3.5%`D'
Average Commission Rate(5) 0.07 -- -- -- 0.07 -- -- --
Portfolio Turnover Rate 61.5% 78.3% 87.9% 54.1% 61.5% 78.3% 87.9% 54.1%
</TABLE>

* The Fund commenced offering Class B shares and Class C shares on October
18, 1993. `D' Annualized. `DD' Based on average shares outstanding.
** Less than $100,000 of net assets.
(1) The information for each of the last five years has been audited by Coopers
& Lybrand L.L.P., whose unqualified report thereon is included in the
Fund's Annual Report to Shareholders, which is incorporated by reference
into the Statement of Additional Information. The remaining figures, which
have also been audited, are not covered by the accountants' current report.
(2) Total return does not reflect the maximum initial sales charge on Class A
shares.

(3) At the close of business on September 6, 1989, the management of the Fund
was assumed by Burnham Asset Management Corporation, see "Management".

(4) Had the Investment Adviser not agreed to reimburse Class B and Class C
shares for expenses in excess of the expense limitation, the ratios of
expenses for the periods ended December 31, 1996, 1995 and 1994 would have
been 2.1%, 2.5% and 2.5% for Class B shares, and 2.5%, 2.5% and 2.5% for
Class C shares, respectively.

(5) Disclosure effective for fiscal year 1996 and all periods thereafter.

BURNHAM
----
Fund

The Fund

The Burnham Fund Inc. is an open-end, diversified management investment
company. The Fund's shares are sold on a continuous basis and the Fund invests
the proceeds from the sale of its shares in a portfolio of securities. This
permits the Fund's shareholders to combine their investments in a professionally
managed portfolio consisting of many different securities. Set forth below is
information concerning the investment objectives and policies of the Fund and
the alternative arrangements for purchases and redemptions based on the three
classes of shares currently offered by the Fund. The shares of each class of
shares offered by the Fund represent interests in the same underlying portfolio
of securities.

The Fund's Investment
Objectives and Policies

INVESTMENT OBJECTIVES. The Fund's principal investment objective is capital
appreciation, mainly long-term. Income generally will be of lesser importance.
The Fund may invest in securities without regard to income when, in the judgment
of the Adviser, such investments have a greater potential for growth. The Fund
may invest in income-producing securities without limitation if, in the judgment
of the Adviser, market or general economic conditions warrant greater emphasis
on income either as a temporary defensive position or because the Adviser
determines that, for a given period of time, greater overall growth may be
realized through investment in income-producing securities. There can be no
assurance that the Fund's investment objectives will be achieved.

INVESTMENT POLICIES. The Fund's investments normally will consist of common
stock or convertible securities, including convertible preferred stock and
convertible debentures, and readily marketable securities such as rights and
warrants which derive their value from common stock. However, when the Adviser
determines that a temporary defensive position is warranted or that greater
overall growth may be realized through investment in income-producing
securities, it may invest without limitation in fixed income securities. The
Fund seeks to achieve its income objective by investing in various income
producing securities including, but not limited to, dividend paying equity
securities and fixed income securities. The portion of the Fund invested from
time to time in equity securities, fixed income securities and money market
securities will vary depending on market conditions, and there may be extended
periods of time when the Fund is primarily invested in one of them. In addition,
the amount of income generated from the Fund will fluctuate depending on, among
other things, the composition of the Fund's holdings and the level of interest
and dividend income paid on those holdings. Investments in common stocks in
general are subject to market risks that may cause their prices to fluctuate
over time. Therefore, an investment in the Fund may be more suitable for
long-term investors who can bear the risk of these fluctuations. For temporary
defensive purposes, the Fund may also invest in cash items. The Fund will not
concentrate more than 25% of the value of its total assets in any one industry.
As a diversified fund, it will invest at least 75% of its total assets in cash,
cash items and government securities and in other securities which represent an
investment of no more than 5% of the value of the Fund's total assets in any one
issuer.

The Fund's investment objectives and policies are fundamental and may not be
changed without approval of the holders of a majority of the Fund's outstanding
voting securities, as defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), as the lesser of either (i) 67% or more of the Fund's voting
securities present at a meeting of shareholders if the holders of more than 50%
of the Fund's outstanding voting securities are present or represented by proxy,
or (ii) more than 50% of the Fund's outstanding voting securities.

In addition to common stocks and other securities referred to in "Investment
Policies" herein, the Fund may make the following investments. For additional

BURNHAM
----
Fund

information on the following investments and on other types of investments which
the Fund may make, see the Statement of Additional Information.

ILLIQUID SECURITIES. The Fund may invest up to 10% of its total assets in
illiquid securities, which are securities that cannot be expected to be sold
within seven days at approximately the price at which they are valued. Due to
the absence of an active trading market, the Fund may experience difficulty in
valuing or disposing of illiquid securities. The Adviser will monitor the
liquidity of the securities, under supervision of the Board of Directors of the
Fund. Securities that have legal or contractual restrictions on resale but have
a readily available market are not deemed illiquid for purposes of this
limitation.

RESTRICTED SECURITIES AND RULE 144A SECURITIES. The Fund may invest in
restricted securities and Rule 144A securities. Restricted securities cannot be
sold to the public without registration under the Securities Act of 1933 (the
"1933 Act"). Unless registered for sale, these securities can be sold only in
privately negotiated transactions or pursuant to an exemption from registration.
Restricted securities are generally illiquid. Rule 144A securities, although not
registered, may be resold to qualified institutional buyers in accordance with
Rule 144A under the 1933 Act. The Adviser, acting pursuant to guidelines
established by the Board of Directors, may determine that some restricted
securities are liquid.

FOREIGN SECURITIES. The Fund may invest up to 15% of the value of its total
assets in foreign securities. Foreign securities are those of issuers organized
and doing business principally outside the United States, including non-U.S.
governments, their agencies and instrumentalities. The 15% limitation does not
apply to foreign securities that are denominated in U.S. dollars, including
American Depository Receipts ("ADRs"). Investments in foreign securities may be
subject, among other things, to adverse or unfavorable changes resulting from
changed economic or monetary policies in this country or abroad, or changed
conditions in dealings between nations. Foreign companies may not be subject to
accounting standards or governmental supervision comparable to U.S. companies,
and there may be less public information about their operations. In addition,
foreign markets may be less liquid or more volatile than U.S. markets and may
offer less protection to investors.

OPTIONS CONTRACTS. The Fund may write covered call options, buy put options, buy
call options and write put options, without limitation except as noted in this
paragraph. Such options may relate to particular securities or to various
indexes and may or may not be listed on a national securities exchange and
issued by the Options Clearing Corporation. The Fund may invest up to 4% of the
value of its net assets in such instruments.

Options trading is a highly specialized activity which entails greater than
ordinary investment risks. A call option for a particular security gives the
purchaser of the option the right to buy, and the writer the obligation to sell,
the underlying security at the stated exercise price at any time prior to the
expiration of the option, regardless of the market price of the security. The
premium paid to the writer is in consideration for undertaking the obligations
under the option contract. A put option for a particular security gives the
purchaser the right to sell the underlying security at the stated exercise price
at any time prior to the expiration date of the option, regardless of the market
price of the security. In contrast to an option on a particular security, an
option on an index provides the holder with the right to make or receive a cash
settlement upon exercise of the option. The amount of this settlement will be
equal to the difference between the closing price of the index at the time of
exercise and the exercise price of the option expressed in dollars, times a
specified multiple. Transactions in option contracts generally involve
short-term trading that may cause higher than usual portfolio turnover rates.

REPURCHASE AGREEMENTS. In a repurchase agreement, the Fund buys a security from
a Federal Reserve

BURNHAM
----
Fund

member bank and simultaneously agrees to sell back such security at a higher
price, at a specified date, usually less than a week later. The underlying
securities must fall within the Fund's investment policies and limitations. The
use of repurchase agreements involves certain risks. For example, in the event a
seller of securities under a repurchase agreement defaults on its repurchase
obligation, the Fund might suffer a loss to the extent that the proceeds from
the sale of the collateral were less than the repurchase price. If the seller
becomes the subject of bankruptcy proceedings, the Fund might be delayed or
incur additional costs in selling the collateral. To minimize these risks, the
Fund requires continual maintenance of collateral with the Custodian in an
amount equal to, or in excess of, the market value of the securities which are
the subject of a repurchase agreement plus any accrued interest. The Fund may
invest temporarily up to 5% of its total assets in repurchase agreements.

Alternative Purchase
Arrangements

The Fund offers Class A, Class B and Class C shares to all investors. Class A
shares are sold with an initial sales charge that declines for larger orders.
Purchases of $1 million or more of Class A shares are sold without an initial
sales charge but are subject to a contingent deferred sales charge if held for
less than two years. Class B shares are sold without an initial sales charge but
are subject to a CDSC if held for less than six years. Class B shares are
available to investors purchasing less than $250,000 in the aggregate. Class C
shares are sold without an initial sales charge but are subject to a CDSC if
held for less than one year. Class C shares are available for investors
purchasing less than $1 million in the aggregate. Each class is described below
in greater detail. The different classes of the Fund provide the investor with
alternative purchase methods of acquiring shares and the investor should
determine which class is best suited to his specific needs and preferences.

Dealers may be compensated at different rates for selling Class A, Class B or
Class C shares.

CLASS A SHARES. Class A shares are sold at net asset value plus a sales charge
of up to 5% at the time of purchase. This initial sales charge may be reduced or
waived for certain purchases (see "Purchase of Shares"). Class A shares are
subject to a distribution fee at an annual rate of 0.25% of the average daily
net asset value of the Class A shares.

CLASS B SHARES. Class B shares are sold at net asset value without a sales
charge at the time of purchase. If shares are redeemed within six years from
their date of purchase, the investor will be subject to a CDSC up to a maximum
of 5% of the net asset value of such shares at the time of purchase or the net
asset value of such shares at the time of redemption, whichever is lower (see
"Class B Shares Purchases"). Class B shares are only available to investors who
purchase less than $250,000. Class B shares are subject to a distribution fee
and a service fee of 0.75% and 0.25% per annum, respectively, of the average
daily net asset value of the Class B shares. Class B shares will automatically
convert to Class A shares of the Fund eight years after the end of the calendar
month in which the purchase order was accepted, on the basis of the relative net
asset values of the two classes, subject to the terms described under
"Conversion of Class B shares".

CLASS C SHARES. Class C shares are sold at net asset value without an initial
sales charge. If shares are redeemed within 12 months from their date of
purchase, the investor will be subject to a CDSC of 1% of the net asset value of
such shares at the time of purchase or the net asset value of such shares at the
time of redemption, whichever is lower. Class C shares are only available to
investors purchasing less than $1,000,000. Class C shares are subject to a
distribution fee and a service fee of 0.75% and 0.25% per annum, respectively,
of the average daily net asset value of the Class C shares.

The alternative purchase arrangements permit an investor to choose the method
of purchasing shares that is most beneficial given the length of time the
investor may expect to hold the shares, the investor's

BURNHAM
----
Fund

expected overall level of investment in the Fund and other circumstances.
Investors should consider whether during the anticipated life of their
investment in the Fund the accumulated distribution and service fees
attributable to Class B and Class C shares would be less than the initial sales
charge and accumulated distribution fees of Class A shares if purchased at the
same time. The prospective investor should consider these fees plus the
applicable sales charge alternatives in choosing the method of purchasing
shares. The tables under the captions "Fee Table" and "Hypothetical Investment"
set forth examples of the fees and expenses applicable to each class of shares.

Class A shares are subject to lower ongoing distribution fees and, to the
extent that dividends are paid, will have greater per share dividends than Class
B and Class C shares, which have higher ongoing expenses. The deduction of an
initial sales charge at the time of purchase of Class A shares, however, will
result in the investor not having all of his funds invested initially, and the
investor will own fewer shares initially than if Class B or Class C shares were
purchased. Certain investors may determine that it would be advantageous to
purchase Class B and Class C shares in order to have all their funds invested
initially, although remaining subject to higher ongoing expenses. Class A shares
with an initial sales charge may be more desirable for investors who qualify for
significantly reduced sales charges or who expect to hold their investments for
an extended period of time.

The proceeds from sales of the three classes of shares are jointly invested
in the same portfolio of investments of the Fund. The classes have identical
voting, dividend, liquidation and other rights, except (1) the amount of sales
charges and the amount and type of fees permitted by the different distribution
and service plans; (2) voting rights on matters concerning Rule 12b-1 plans,
related service agreements and any other miscellaneous matters relevant only to
a particular class, as opposed to the Fund generally; (3) each class of shares
bears any expenses that the Fund's Board of Directors (the "Board" or "Board of
Directors") determines should be allocated or charged on a class basis; (4) the
designation of such classes; (5) the fact that a class may have a conversion
feature; and (6) different exchange privileges for different classes.

For further information regarding the Rule 12b-1 distribution plans of the
respective classes, reference is hereby made to "Distribution - Distribution
Plan".

Risk Factors

There are two types of risk generally associated with owning equity
securities: market risk and financial risk. Market risk is the risk associated
with the movement of the stock market in general. Financial risk is associated
with the financial condition and profitability of the underlying company.
Smaller capitalization companies may experience higher growth rates and higher
failure rates than do larger capitalization companies. The trading volume of
securities of smaller capitalization companies is normally less than that of
larger capitalization companies and, therefore, may disproportionately affect
their market price, tending to make them rise more in response to buying demand
and fall more in response to selling pressure than is the case with larger
capitalization companies.

There are two types of risk associated with owning debt securities: interest
rate risk and credit risk. Interest rate risk relates to fluctuations in market
value arising from changes in interest rates. If interest rates rise, the value
of debt securities will normally decline and if interest rates fall, the value
of debt securities will normally increase. All debt securities, including U.S.
Government securities, which are generally considered to be the most
creditworthy of all debt obligations, are subject to interest rate risk.
Securities with longer maturities generally will have a more pronounced reaction
to interest rate changes than shorter term securities.

Credit risk relates to the ability of the issuer to make periodic interest
payments and ultimately repay principal at maturity. Bonds rated Baa3 by Moody's
Investors Services Inc. ("Moody's") or

BURNHAM
----
Fund

BBB- by Standard & Poor's Corporation ("S&P"), are described by those rating
agencies as having speculative elements. If a debt security is rated below
investment grade by one rating agency and as investment grade by a different
rating agency, the Adviser will make a determination as to the debt security's
investment grade quality. The Adviser currently has no pre-set limits as to the
percentage of the Fund's portfolio which may be invested in equity securities,
debt securities (including "junk bonds" as described below), or cash
equivalents. The Adviser's opinions are based upon analysis and research, taking
into account, among other factors, the relationship of book value to market
value of the securities, cash flow and multiples of earnings of comparable
securities.

Debt securities in which the Fund invests (such as corporate and U.S.
government bonds, debentures and notes) may or may not be rated by rating
agencies such as Moody's or S&P, and, if rated, such rating may range from the
very highest to the very lowest, currently C for Moody's and D for S&P. Medium
and lower-rated debt securities in which the Fund expects to invest are commonly
known as "junk bonds". The Fund may be subject to investment risks as to these
unrated or lower rated securities that are greater in some respects than the
investment risks incurred by a fund which invests only in securities rated in
higher categories. In addition, the secondary market for such securities may be
less liquid and market quotations less readily available than higher rated
securities, thereby increasing the degree to which judgment plays a role in
valuing such securities. The general policy of the Fund is to invest in debt
securities, including junk bonds, for the same reasons as investments in
equities. Consequently, the Adviser's own analysis of a debt instrument
exercises a greater influence over the investment decision than the stated
coupon rate or credit rating. Although such debt securities may pose a greater
risk than higher rated debt securities of loss of principal, the debt securities
of reorganizing or restructuring companies typically rank senior to the equity
securities of such companies. See "Investment Techniques - Medium to Lower Rated
Corporate Debt Securities" in the Statement of Additional Information.

The Fund is authorized to lend portfolio securities, borrow money from banks
as a temporary measure for extraordinary or emergency purposes in an amount not
to exceed 10% of the value of the Fund's total assets, and pledge up to 15% of
the value of its total assets to secure such borrowings. The Fund has no current
intention to engage in such activities to an extent exceeding 5% of the value of
the Fund's total assets.

Investors are advised to read the Statement of Additional Information for a
more complete description of the securities in which the Fund invests and their
risks.

Net Asset Value, Dividends, Capital
Gains Distributions and Taxes

NET ASSET VALUE. The Fund's net asset value per share is calculated separately
for each class of shares once daily as of the close of trading on the New York
Stock Exchange (the "NYSE") (excluding days on which the NYSE is closed). In
general, the net asset value per share is determined by adding the current value
of the Fund's portfolio securities and all other assets, subtracting its
liabilities, and dividing the remainder by the number of the Fund's outstanding
shares. The total of such liabilities allocated to a particular class, plus that
class' distribution fee and any other expenses specifically allocated to that
class are then deducted from the class' proportionate interest in the Fund's
assets, and the resulting amount for each class is divided by the number of
shares of that class outstanding to produce the "net asset value" per share.
Because of certain expenses attributable only to Class B and Class C shares,
e.g., a higher distribution fee, a service fee, and certain class-specific
expenses that may exceed those allocated to the other classes (see "Alternative
Purchase Arrangements"), the net income attributable to and the dividends
payable on

BURNHAM
----
Fund

Class B and Class C shares will be lower than the net income attributable to and
the dividends payable on Class A shares. For additional information regarding
the computation of net asset value, see "Net Asset Value, Dividends, Capital
Gains Distributions and Taxes -- Net Asset Value" in the Statement of Additional
Information.

Portfolio securities are valued at market value if quotations are available,
at fair value as determined in good faith by the Board of Directors if
quotations are not readily available or circumstances otherwise warrant, or in
some cases at cost.

DIVIDENDS. In addition to any increase in the value of shares as a result of
increases in the value of the Fund's investments, the Fund may earn income in
the form of dividends and interest on its investments. It is the Fund's policy
to distribute substantially all of this income, less expenses, to its
shareholders quarterly. Unless cash dividends are requested by shareholders,
dividends are automatically reinvested in additional shares of the same class of
shares at net asset value on the ex-dividend date.

CAPITAL GAINS DISTRIBUTIONS. Capital gains or losses are the result of the
Fund's sales of its portfolio securities at prices that are higher or lower than
the prices paid by the Fund for such securities. Generally, total profits from
such sales, less losses, represent net capital gain. The Fund distributes net
capital gains, if any, to shareholders annually. Unless cash distributions are
requested by shareholders, capital gains distributions are automatically
reinvested in additional shares of the same class of shares at net asset value
on the ex-dividend date.

TAXES. The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, no Federal income or excise taxes will be
payable by the Fund so long as it annually distributes substantially all of its
investment company taxable income and net capital gains. For Federal income tax
purposes, the Fund's distributions of net investment income and short-term
capital gains are treated in the hands of the shareholders as ordinary income,
and distributions of long-term capital gains are treated as long-term capital
gains, whether paid in cash or reinvested in additional Fund shares. Tax-exempt
shareholders will not be required to pay tax on amounts distributed to them
unless the purchase of their shares is debt-financed. A dividend declared by the
Fund in October, November or December of any calendar year (but not distributed
in that year), payable to shareholders of record on a specified date in such a
month, will be deemed to have been received by the shareholders on December 31
of such calendar year provided that the dividend is actually paid by the Fund
during January of the following year. Ordinary income distributions may be
eligible in part for the 70% dividends received deduction for corporate
shareholders. Any loss with respect to shares that were held for six months or
less will be treated as a long-term capital loss to the extent of any long-term
capital gains distributions received from the Fund with respect to such shares.
Distributions and the proceeds of redemptions may in certain limited
circumstances be subject to backup withholding at the rate of 31%. For a fuller
description of tax consequences to shareholders, see "Net Asset Value,
Dividends, Capital Gains Distributions and Taxes - Taxation of Shareholders" in
the Statement of Additional Information.

Purchase of Shares

TERMS OF PURCHASE. The Fund's shares are sold on a continuous basis. Investors
in all three classes of shares may open an account by making an initial
investment of $1,000. Subsequent investments of at least $250 may be made. The
minimum in each instance is waived for an individual retirement account ("IRA").
There are no minimums for shares purchased under an Automatic Investment Plan.
The Fund reserves the right to waive or change minimums or to decline any order
to purchase its shares. Sales of all classes will be suspended during any period
when the determination of the net asset value is suspended,

BURNHAM
----
Fund

and may be suspended by the Board of Directors of the Fund whenever the Board
judges it to be in the best interest of the Fund to do so. Share certificates
will be issued only upon a shareholder's written request to the Fund. IRAs or
other tax-qualified retirement plans approved by the Internal Revenue Service
are available from the Fund or the Distributor.

You may make purchases either through the Distributor or other participating
dealers, or directly through the Fund's transfer agent, State Street Bank and
Trust Company ("State Street"). Shares may be purchased on any day the NYSE is
open for business. Shares are entitled to dividends beginning on the trade date,
the day the purchase order is received.

The Fund is available through the Charles Schwab & Co., Inc. Institutional
Mutual Fund OneSource(R) program. In addition, the Fund is also available
through the discount brokerage firms Waterhouse Securities, Inc. and Jack White
& Company, Inc. Generally, these programs do not require customers to pay a
transaction fee in connection with purchases or sales, except in certain
circumstances. These and other organizations that have entered into agreements
with the Fund or its agent may enter purchase orders on behalf of customers by
phone, with payment to follow no later than the Fund's pricing on the following
business day. Purchases may be made at net asset value provided such purchases
are placed through a discount broker that maintains an omnibus account with the
Fund and such purchases are made by the following: (1) investment advisors or
financial planners who place trades for their own accounts or the accounts of
their clients and who charge a management, consulting or other fee for their
services; and clients of such investment advisors or financial planners who
place trades for their own accounts if the accounts are linked to the master
accounts of such investment advisor or financial planner on the books and
records of the broker or agent; (2) retirement and deferred compensation plans
and trusts used to fund those plans, including but not limited to, those defined
in section 401(a), 403(b) or 457 of the Internal Revenue Code and "rabbi
trusts".

Your check or money order should be forwarded to the Distributor or to your
participating dealer. Orders received by the Distributor or participating
dealers prior to the close of regular trading on the NYSE are confirmed at the
public offering price determined on that day, provided that the order is
received by the Distributor prior to the Distributor's close of business.
Payment for Fund shares currently is due on the third business day after the
trade date (the "settlement date"). Because the Distributor or your securities
dealer will forward purchasers' funds on the settlement date, it may benefit
from the temporary use of funds where payment is made to it prior to the
settlement date. A confirmation statement of the purchase will be forwarded by
the Fund to the shareholder.

TRANSFER AGENT. Shareholder Servicing Agent and Dividend Distributing Agent.
State Street serves as the Fund's transfer agent, shareholder servicing agent
and dividend distributing agent. State Street has delegated to Boston Financial
Data Services, Inc. ("BFDS"), a 50% owned subsidiary, responsible for the
shareholder servicing and dividend distributing functions. You may contact BFDS
for shareholder inquiries, toll free at 1-800-462-2392.

PURCHASES THROUGH STATE STREET. Send your purchase order (by means of the
Fund's Application Form attached to this Prospectus) along with your check
or money order payable to

- --------------------------------------------------------------------------------
"STATE STREET BANK AND TRUST COMPANY" TO THE BURNHAM FUND INC., [NAME OF
CLASS], C/O STATE STREET BANK AND TRUST COMPANY, P.O. BOX 8505, BOSTON,
MASSACHUSETTS 02266-8505.
- --------------------------------------------------------------------------------

All purchases made by check should be in U.S. dollars and made payable to
The Burnham Fund Inc. or State Street Bank and Trust Company. Third party
checks which are payable to an existing shareholder of The Burnham Fund who
is a natural person (as opposed to a corporation or partnership) and
endorsed over to the Fund or State Street Bank and Trust Company will not
be accepted. When purchases are made by check or periodic automatic investment,
redemptions will not be allowed until the investment being redeemed has been
in the account for fifteen (15) business days. Orders sent directly to State
Street, with payment, will be executed at the offering price next determined
after the order is accepted.

INITIAL SALES CHARGES (CLASS A SHARES). Class A shares are sold at an "Offering
Price" (equal to net asset value plus the initial sales charge) applicable to
purchases made at one time by a single purchaser, by an individual, his or her
spouse and their children under age 21, or by a single trust account, based on
the net

BURNHAM
----
Fund

asset value per share plus a maximum initial sales charge of 5% of the Offering
Price, which declines to 0% of the Offering Price, depending upon the amount
invested, as follows:

<TABLE>
<CAPTION>
DEALER CONCESSION
AS A % OF AS A % OF AS A % OF
OFFERING PRICE NET ASSET OFFERING PRICE
OF SHARES VALUE OF SHARES OF SHARES
AMOUNT INVESTED PURCHASED PURCHASED PURCHASED*
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000..........................5.00% 5.26% 4.50%
$50,000 but less than $100,000.............4.50% 4.71% 4.00%
$100,000 but less than $250,000............4.00% 4.17% 3.50%
$250,000 but less than $500,000............3.00% 3.09% 2.75%
$500,000 but less than $1,000,000..........2.00% 2.04% 1.75%
$1,000,000 or more**.......................0.00% 0.00% 0.00%
</TABLE>

PURCHASES OF CLASS A SHARES OF $1 MILLION OR MORE. On purchases by a single
purchaser aggregating $1 million or more, the investor will not pay an initial
sales charge, and the distributor will pay authorized dealers an amount equal to
1% of the first $2 million of such purchases, plus .8 of 1% of the next $1
million, plus .40 of 1% on amount over $3 million. A CDSC will be imposed on the
proceeds of the redemptions of 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 the first 12
months and equal to .50 of 1% if the redemption occurs within the next 12
months, of the lesser of (a) the net asset value of the shares at the time of
purchase or (b) the net asset value of the shares at the time of redemption. The
CDSC will be deducted from the redemption proceeds otherwise payable to the
shareholders and will be retained by the Distributor.

WAIVERS OF SALES CHARGE (CLASS A SHARES). Class A shares may be purchased at net
asset value, without an initial sales charge, by or on behalf of any officer,
director, account executive or full-time employee (or a member of the immediate
family of any such person) of the Fund, the Adviser or the Distributor, or any
company affiliated with the Adviser or the Distributor, or by or on behalf of
any employee (or a member of the immediate family of any employee) of any NASD
member. Class A shares purchased by any employees' trusts, pension,
profit-sharing or other employee benefit plan for employees of the Distributor
and its affiliates or of any NASD member are sold at their net asset value,
without an initial sales charge. The sales charge will also be waived for
individuals purchasing Class A shares with the proceeds of distributions from
tax-deferred savings plans and retirement plans such as an Individual Retirement
Account ("IRA") or a Simplified Employee Pension IRA ("SEP-IRA"). However, any
such Class A shares redeemed within 90 days of purchase will be subject to a
sales charge (payable upon redemption to the Distributor) at the rate otherwise
applicable to purchases of the Class A shares on the lesser of the net asset
value of such shares at the time of purchase or the net asset value of such
shares at the time of redemption. The Fund may waive the initial sales charge
with respect to Class A shares for shareholders of unaffiliated funds that
charge a front-end sales charge upon redemption of the unaffiliated fund shares
within 90 days of purchase upon proof (satisfactory to the Fund) of such
purchase. In order to qualify for this option please contact the Distributor.
The sales charge will be waived for purchases by trust companies and bank trust
departments for funds over which they exercise exclusive discretionary
investment authority and charge an account management fee and which are held in
a fiduciary, agency, advisory, custodial or

BURNHAM
----
Fund

similar capacity; and purchases by registered investment advisers for their
clients for whom they charge an account management fee. No such sales charge
will be imposed on any increase in net asset value, or on dividends or capital
gain distributions, or on reinvestment of distributions in additional Class A
shares. In determining whether the sales charge is payable, it will be deemed
that the first Class A shares redeemed are those, if any, on which a sales
charge was paid at the time of purchase, and that the remaining Class A shares
are redeemed in the order in which they were purchased. Class B and Class C
shares will not be sold to investors who qualify to purchase Class A shares at
net asset value.

RIGHTS OF ACCUMULATION (CLASS A SHARES). The scale of reduced sales charges set
forth above for purchases of Class A shares is applicable on a cumulative basis
to qualifying purchases if the dollar amount thereof plus the value of the Class
A shares then held of record by the purchaser is $50,000 or more. In such event,
the sales charge on the Class A shares being purchased will be at the rate
applicable to the aggregate amount in accordance with the scale set forth above.
Although the Distributor's policy is to give investors the lowest commission
rate possible under the sales charge structure, there can be no assurance that
an investor will receive the rights of accumulation to which he may be entitled
unless, at the time of placing his purchase order, the investor or the dealer
through whom he has purchased his shares makes a request for the discount and
gives the Distributor sufficient information to determine and confirm whether
the purchase will qualify for the discount. The rights of accumulation may be
amended or terminated at any time as to all purchases occurring thereafter.

LETTER OF INTENT (CLASS A SHARES). If you intend to purchase Class A shares
valued at $50,000 or more during a 13-month period, you may make the purchase
under a Letter of Intent so that the initial Class A shares you purchase qualify
for the reduced sales charge applicable to the aggregate amount of your
projected purchase. Your initial purchase must be at least 5% of the intended
purchase. Purchases made within 90 days prior to the signing of the Letter of
Intent may be included in such total amount and will be valued on the date of
the Letter of Intent. The Letter of Intent will not be a binding obligation on
either the purchaser or the Fund. During the period of the Letter of Intent,
State Street will hold shares representing 3% of the intended purchase in escrow
to provide payment of additional sales charges that may have to be paid if the
Letter of Intent is reduced. These shares will be released upon completion of
the intended investment. If the total Class A shares stated in the Letter of
Intent are not purchased, a price adjustment is made, depending upon the actual
amount invested within the period covered by the Letter of Intent, by a
redemption of sufficient shares held in escrow for the account of the investor.
A Letter of Intent can be amended: (a) during the 13-month period if the
purchaser files an amended Letter of Intent with the same expiration date as the
original; and (b) automatically after the end of the period, if the total
purchases of Class A shares credited to the Letter of Intent qualify for an
additional reduction in the sales charge. For more information concerning the
Letter of Intent, see the Application Form or contact the Distributor.

REDUCED SALES CHARGES FOR GROUP PURCHASES AND EXISTING SHAREHOLDERS
GROUP PURCHASES (CLASS A SHARES). A reduced sales charge is available to
employees (and partners) of the same employer as a group, provided that each
participant makes the required initial minimum investment. The sales charge
applicable to each participant of such a group will be determined in accordance
with the table set forth below under "Reduced Sales Charges -- Class A Shares,"
based on the aggregate sales of Class A shares to, and shares holdings of, all
members of the group. To be eligible for such reduced sales charges, all
purchases must be pursuant to an employer or partnership-sanctioned plan meeting
certain requirements: one such requirement is that the plan must be open to
specified partners or employees of the employer and its subsidiaries, if any.
Such plan may, but is not required to provide for payroll

[LOGO] GENERAL APPLICATION FORM

THIS APPLICATION WILL NOT ESTABLISH AN IRA OR QUALIFIED RETIREMENT PLAN

Please use this form if you would like to purchase The Burnham Fund shares
through Burnham Securities Inc. (The Burnham Fund's distributor) or through
State Street Bank and Trust Company (The Burnham Fund's transfer agent). If you
are a customer of another investment firm or financial intermediary, contact
your account executive. FOR AN IRA, A MONEY PURCHASE PENSION PLAN OR A PROFIT
SHARING PLAN APPLICATION YOU CAN CALL BURNHAM SECURITIES INC. TOLL-FREE AT
1-800-874-FUND OR STATE STREET BANK AND TRUST COMPANY AT 1-800-462-2392.

[ ] EXISTING ACCOUNT NUMBER ______________________________ [ ] NEW ACCOUNT

1. OPENING YOUR ACCOUNT

Be sure to consult the Fund's prospectus under "Purchase of Shares" for details
regarding sales charges, Rights of Accumulation, Letters of Intent and minimum
purchase requirements. Letters of intent may be submitted with this application
or within 90 days of this initial purchase. If you are establishing a Letter of
Intent (available for Class A Shares only) please check this box [ ].

<TABLE>
<S> <C>
PURCHASE METHOD (Check one only) [ ] CLASS A SHARES (FRONT-END SALES CHARGE)

[ ] CLASS B SHARES (CONTINGENT DEFERRED SALES CHARGE) [ ] CLASS C SHARES (LEVEL-CONTINGENT DEFERRED SALES CHARGE)

CHECK IS ENCLOSED FOR: $____________________________________ Minimum initial requirement is $1,000 (unless
otherwise provided in the Prospectus). For Letter of Intent the minimum must equal 5% of the intended amount.
PLEASE MAKE YOUR CHECK PAYABLE TO "STATE STREET BANK AND TRUST COMPANY" AND MAIL TO: P.O. BOX 8505, BOSTON, MA 02266-8505.
PLEASE INDICATE CLASS A, B OR C ON YOUR CHECK.

2. ACCOUNT REGISTRATION

[ ] INDIVIDUAL _____________________________________________________________________________________________________________
First Name, Middle Initial, Last Name

[ ] JOINT OWNER(S) ______________________________________________________________________________________________________________
(if Applicable) First Name, Middle Initial, Last Name

______________________________________________________________________________________________________________
(if Applicable) First Name, Middle Initial, Last Name
JOINT TENANCY WITH RIGHTS OF SURVIVORSHIP WILL BE PRESUMED UNLESS OTHERWISE SPECIFIED.

[ ] UGMA/UTMA LIST ONLY ONE CUSTODIAN AND ONE MINOR PER ACCOUNT. PROVIDE MINOR'S SOCIAL SECURITY NUMBER

________________________________________________________________________________________________________________________
Custodian's First Name, Middle Initial, Last Name

________________________________________________________________________________________________________________________
Minor's First Name, Middle Initial, Last Name

[ ] UNIFORM GIFTS TO MINORS ACT [ ] UNIFORM TRANSFERS TO MINORS ACT UNDER THE STATE WHERE THE GIFT IS MADE:_______

---------- - ------- - ---------- ----- - ---------------------
(Social Security Number) (Tax Identification Number)

[ ] CORPORATION, PARTNERSHIP, IF CORPORATION, A CERTIFIED COPY OF THE CORPORATE RESOLUTION MUST BE PROVIDED WITH THIS APPLICATION.
OR OTHER ENTITY

____________________________________________________________________________________________________________
(Print Exact Name of the Organization)

[LOGO]

[ ] TRUST IF A TRUST, A CERTIFIED COPY OF THE TRUST AGREEMENT MUST BE PROVIDED WITH THIS APPLICATION.

NAME OF TRUST: ______________________________________________________________________________________

DATE OF TRUST INSTRUMENT (MO. - DAY - YR.): _____-_____-_____

NAME OF TRUSTEE(S): _________________________________________________________________________________

FOR THE BENEFIT OF: __________________________________________________________________________________

3. MAILING ADDRESS

( )
____________________________________________________ ________________________
Street Address Business Phone

( )
____________________________________________________ ________________________
City State Zip Code Home Phone

[ ] U.S. Citizen [ ] Non-U.S. Citizen [ ] U.S. Citzen Abroad (Country:______________________________________)

4. DIVIDENDS AND CAPITAL GAINS All distributions will be reinvested into the Fund
unless you elect otherwise.

[ ] REINVEST ALL INCOME DIVIDENDS AND CAPITAL GAINS

[ ] CASH PAYMENT FOR INCOME DIVIDENDS AND CAPITAL GAINS

[ ] REINVEST ONLY CAPITAL GAINS AND PAY INCOME DIVIDENDS IN CASH

CASH DISTRIBUTIONS WILL BE MAILED TO ADDRESS OF RECORD UNLESS YOU INDICATE OTHERWISE UNDER "PAYMENTS TO OTHERS".

5. DEALER/BROKER INFORMATION Please have your broker agent complete thr following:

DEALER NAME:____________________________________________________________________________________________________________

DEALER ADDRESS (BRANCH OFFICE):_________________________________________________________________________________________

______________________________________________________ ____________________________________________________________
City, State, Zip Dealer Branch Office # Phone #

______________________________________________________ ____________________________________________________________
Dealer Authorization Signature REP # Rep Last Name, First Name

_______________________________________
Dealer Code (If unknown, leave blank)
</TABLE>

[LOGO]
6. SHAREHOLDER ACCOUNT OPTIONS

[ ] A. COMBINED PURCHASE AND RIGHTS OF ACCUMULATION (ROA)(CLASS A SHARES ONLY)
Shares may be purchased at the offering price applicable to the total of
(a) dollar amount then being purchased plus (b) the combined holdings
(valued at their current offering price) of the purchaser, his or her
spouse, their children under the age of 21 and certain others of shares
of the Fund as stated in the Prospectus. In order for this cumulative
quantity discount to be made available, the shareholder or his or her
securities dealer must disclose the shareholder's total holdings in the
Fund each time an order is placed.

LIST THE RELATED ACCOUNT INFORMATION, EMPLOYER'S INFORMATION OR THE FUND
ACCOUNT NUMBER(S) THAT YOU OR YOUR IMMEDIATE FAMILY
ALREADY OWN:___________________________________________________________

[ ] B. LETTER OF INTENT (CLASS A SHARES ONLY)
I agree to the statement of intention and escrow terms set forth under
"Letter of Intent" in the Prospectus. Although I am not obligated to do
so, it is my intention to make investments over a 13 month period in
shares of The Burnham Fund Inc. which will equal or exceed:
<TABLE>
<S> <C>

[ ] $50,000 [ ] $100,000 [ ] $250,000 [ ] $500,000 [ ] $1,000,000
Purchases made within the last 90 days will be included.
EXISTING ACCOUNT NUMBER(S)____________________________________________________________________________

[ ] C. NAV PURCHASES (INCLUDE EMPLOYEE OR BROKER NUMBER OF PERSON THROUGH WHOM ELIGIBILITY IS CLAIMED)
</TABLE>
[ ] Check this box if you are an officer, director, account executive or
full-time employee (or an immediate family member of any such person) of
The Burnham Fund Inc., Burnham Asset Management Corporation, Burnham
Securities Inc. or any affiliate thereof.

[ ] Check this box if you are any employee of an NASD member firm. If
checked, please state name and address of your
employer:______________________________________________________________

[ ] D. AUTOMATIC CASH WITHDRAWAL PLAN (FOR ACCOUNTS OF $ 5,000 OR MORE)
<TABLE>
<S> <C>

You are hereby authorized and instructed to send a check for $___________________________________________minimum $25)

[ ] Monthly, on approximately the 20th day OR [ ] Quarterly, on approximately the 20th day of January, April, July and
October

[ ] CHECK THIS BOX and complete Section 7 "Payments to Others" ONLY IF your withdrawal check is to be made payable
to person(s) other than registered owner. PAYEE:_______________________________________________________________________

[ ] E. AUTOMATIC INVESTMENT PROGRAM
[ ] You are hereby authorized and instructed to draw on my bank account, on approximately
THE [ ] 5TH OR [ ] 15TH of the following Month:___________________________________ and be repeated
($50 monthly minimum)
[ ] each month OR [ ] each quarter until further notice.

</TABLE>

* If the 5th or 15th of the month is not a business day, the withdrawal
from your bank account will be made on the next business day. (The
investment in the Fund will be made within 3 business days after each
withdrawal).

PLEASE COMPLETE BANK INFORMATION ON THE FOLLOWING PAGE IF YOU ARE
PARTICIPATING IN THE AUTOMATIC INVESTMENT PROGRAM.

BANK INFORMATION: NOTE: YOUR BANK MUST BE A MEMBER OF NACHA (SEE "SERVICES FOR
SHAREHOLDERS - AUTOMATIC INVESTMENT PROGRAM" IN THE PROSPECTUS). PLEASE CALL
YOUR BANK IF YOU ARE UNSURE.

_______________________________________________________________________________
Bank Name and Branch Address

___________________________________ _________________________________________
City State Zip Code Bank Transit Routing Number (ABA Number) *

* This nine digit-number used to identify your bank to the NACHA can be found on
the lower left-hand corner of your bank check or deposit slip. If your account
is with a Savings Bank or Credit Union, you must contact the institution to
obtain their ABA Number.
<TABLE>
<S> <C>

TYPE OF BANK ACCOUNT: (CHECK ONE)
[ ] CHECKING ACCOUNT [ ] NOW ACCOUNT/ MONEY MARKET DEPOSIT [ ] SAVING ACCOUNT**
BANK ACCOUNT NUMBER:____________________ ** Passbook Savings accounts are NOT eligible.
</TABLE>

7. PAYMENTS TO OTHERS Complete if checks are to be made payable to someone
other than the registered owner(s).

[ ] DISTRIBUTION CHECKS [ ] SYSTEMATIC WITHDRAWAL CHECKS

MAKE CHECKS PAYABLE TO:

______________________________________________________________________
(First Name) (Middle Initial) (Last Name)

_____________________________________________________________________
(Street Address) (Apt #)

__________________________ ________________________________________
(City) (State) (Zip Code) (Account Number, if applicable)

PLEASE MAKE PAYMENTS TO THE FOLLOWING BANK ACCOUNT:

NAME OF DEPOSITOR (as it appears on Bank Records)_____________________

BANK A/C NO. (Attach a voided check)_________________________________

SIGNATURE GUARANTEE (if required)_____________________________________

8. TAXPAYER INDENTIFICATION NUMBER/SIGNATURE(S)

IN ACCORDANCE WITH THE LAW, UNLESS THIS FORM IS COMPLETED AND SIGNED, YOUR
ACCOUNT WILL BE SUBJECT TO A 31% BACKUP WITHHOLDING.

PART 1. TAXPAYER IDENTIFICATION NUMBER:

Please enter the taxpayer identification number in the appropriate area. For
most individual taxpayers this is the social security number.

-------- - ----- - --------- -------- - ----- - ---------
SOCIAL SECURITY NUMBER TAXPAYER IDENTIFICATION NUMBER (TIN)

PART 2. BACKUP WITHHOLDING: [ ] Check the box if you are not subject
to backup withholding because (1) you have not been notified that you are
subject to backup withholding as a result to report all interest or dividends
(2) the Internal Revenue Service has notified you that you are no longer subject
to backup withholding.

CERTIFICATION: Under penalties of perjury, I certify that the information
provided on this form is true, correct and complete.

x
____________________________________________ _________________
SIGNATURE DATE

BURNHAM
----
Fund

deductions, IRAs or investments pursuant to retirement plans under Section 401
or 408 of the Code.

The Distributor may also offer a reduced sales charge for aggregating related
fiduciary accounts under such conditions that the Distributor will realize
economies of scale in its sales efforts and sales-related expenses.

A qualified purchase is one that (i) relates to an investment in the Fund
held for more than six months, (ii) is not made solely for the purpose of
acquiring shares at a discount, and (iii) satisfies certain uniform criteria
that enable the Distributor to realize economies of scale in its costs and
expenses of the distribution of Fund shares. A qualified group must have more
than 10 members, must make those members available for group meetings with
representatives of the Fund and must agree to include sales materials and other
materials relating to the Fund in its publications or other regular periodic
communications to its members at no cost to the Distributor (other than its
normal expenses associated with the production, printing and distribution of
such materials).

In order to obtain such reduced sales charge, the purchaser must provide
sufficient information at the time of purchase to permit verification that the
purchase qualifies for the reduced sales charge. Approval of group purchases at
a reduced sales charge is subject to the discretion of the Distributor.

EXISTING SHAREHOLDERS (CLASS A SHARES). The Board has determined until further
notice that shareholders who purchased Class A shares before April 28, 1995
("existing Class A shares") are subject to a reduced initial sales charge of up
to 3% for Class A shares as follows.

<TABLE>
<CAPTION>
Reduced Sales Charge Table -- Class A Shares
DEALER CONCESSION OR
AS A PERCENTAGE AS A PERCENTAGE AGENCY COMMISSION
OF OFFERING PRICE OF NET ASSET VALUE AS A PERCENTAGE OF
AMOUNT INVESTED OF SHARES PURCHASED OF SHARES PURCHASED OFFERING PRICE*
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000 3.00% 3.09% 2.50%
$100,000 but less than $250,000 2.75% 2.83% 2.25%
$250,000 but less than $500,000 2.25% 2.30% 1.75%
$500,000 but less than $1,000,000 1.75% 1.78% 1.50%
$1,000,000 or more 0.00% 0.00% 0.00%
</TABLE>

* The entire sales charge may be re-allowed to dealers who achieve certain
levels of sales or who have rendered coordinated sales support efforts.
Such dealers may be deemed to be "underwriters." The third column sets
forth the dealer concession received by dealers other than the Distributor
for selling Class A shares. The Distributor retains the balance of the
initial sales charge.

CLASS B SHARES PURCHASES. Purchases of Class B shares will be processed at net
asset value next determined after receipt of your purchase order for less than
$250,000. Class B shares are not subject to an initial sales charge but may be
subject to a CDSC upon redemption.

If Class B shares of the Fund are redeemed within six years after the end of
the calendar month in which a purchase order for Class B shares was accepted, a
CDSC will be imposed by applying the appropriate percentage indicated below to
the lesser of: (1) the net asset value of such shares at the time of purchase or
(2) the net asset value of such shares at the time of redemption. The CDSC will
be deducted from the redemption proceeds otherwise payable to the shareholder
and retained by the Distributor. The CDSC to be imposed on such share
redemptions will be assessed according to the following schedule:

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE ORDER APPLICABLE CLASS B
OF LESS THAN $250,000 CONTINGENT DEFERRED
WAS ACCEPTED SALES CHARGE
- ------------ ------------
<S> <C>
Up to one year 5.00%
One year but less than two years 4.00%
Two years but less than four years 3.00%
Four years but less than five years 2.00%
Five years but less than six years 1.00%
Six years or more None
</TABLE>

BURNHAM
----
Fund

CONVERSION OF CLASS B SHARES. Class B shares will automatically convert to Class
A shares of the Fund eight years after the calendar month in which the purchase
order for Class B shares was accepted, on the basis of the relative net asset
values of the two classes and subject to the following terms: Class B shares
acquired through the reinvestment of dividends and distributions ("reinvested
Class B shares") will be converted to Class A shares on a pro-rata basis only
when Class B shares not acquired through reinvestment of dividends or
distributions ("purchased Class B shares") are converted. The portion of
reinvested Class B shares to be converted will be determined by the ratio that
the purchased Class B shares eligible for conversion bear to the total amount of
purchased Class B shares in the shareholder's account. For the purposes of
calculating the holding period, Class B shares will be deemed to have been
issued on the date on which the issuance of Class B shares occurred. This
conversion to Class A shares will relieve Class B shares that have been
outstanding for at least eight years ( a period of time sufficient for the
distributor to have been compensated for distribution expenses related to such
Class B shares) from the higher ongoing distribution fee paid by Class B shares.
Only Class B shares have this conversion feature. Conversion of Class B shares
to Class A shares is contingent on a determination that such conversion does not
constitute a taxable event for the shareholder under the Internal Revenue Code.
If such determination is no longer available, conversion of Class B shares to
Class A shares would have to be suspended, and Class B shares would continue to
be subject to the Class B distribution fee until redeemed. The Fund intends
voluntarily to allow existing Class B shares to have the conversion privilege
permitting holders of existing Class B shares to convert to Class A shares as
described above.

CLASS C SHARES PURCHASES. Purchases of Class C shares will be processed at net
asset value next determined after receipt of your purchase order for less than
$1,000,000. Class C shares are not subject to an initial sales charge but may be
subject to a CDSC upon redemption.

If Class C shares are redeemed within one year after the end of the calendar
month in which a purchase order for Class C shares was accepted, a CDSC of 1.00%
is imposed on the lesser of (1) the net asset value of such shares at the time
of purchase or (2) the net asset value of such shares at the time of redemption.
The CDSC will be deducted from the redemption proceeds otherwise payable to the
shareholder and will be retained by the distributor.

EXEMPTIONS FROM CDSC (ALL CLASSES). No CDSC will be imposed when a shareholder
redeems Class A, Class B or Class C shares in the following instances: (a)
shares or amounts representing increases in the value of an account above the
net cost of the investment due to increases in the net asset value per share;
(b) shares acquired through reinvestment of income dividends or capital gains
distributions; (c) Class A shares purchases in the amount of $1 million or more
held for more than 24 months, Class B shares held for more than six years or
Class C shares held for more than one year from the end of the calendar month in
which the purchase order was accepted.

The CDSC will not apply to purchases of Class A shares at net asset value
described under "Waivers of Sales Charge" above and will be waived in the case
of redemptions of Class A, Class B and Class C shares in connection with (i)
distributions to participants or beneficiaries of plans qualified under Section
401(a) of the Code or from custodial accounts under Code Section 403(b)(7),
individual retirement accounts under Code Section 408(a), deferred compensation
plans under Code Section 457 and other employee benefit plans ("plans"), (ii)
withdrawals under an automatic withdrawal plan where the annual withdrawal does
not exceed 10% of the opening value of the account (only for Class B shares);
and (iii) following the death or disability of a shareholder. If the Board
determines to discontinue the waiver of the CDSC, the disclosure in the Fund's
Prospectus will be appropriately revised.

<PAGE>
<PAGE>
BURNHAM
----
Fund

In determining whether the Class A, Class B or Class C shares CDSC is
payable, it will be assumed that shares not subject to a CDSC are redeemed first
and that other shares are then redeemed in the order purchased. A shareholder
will be credited with any CDSC paid in connection with the redemption of any
Class A, Class B or Class C shares if within 90 days after such redemption, the
proceeds are invested in the same Class of shares of the Fund.

OTHER DEALER COMPENSATION. The Distributor may provide additional non-cash
compensation to dealers in connection with the sale of shares to the extent
permitted by the NASD Rules of Fair Practice established from time to time which
include gifts currently not exceeding $100 per year, occasional meals, tickets
to entertainment events and payments or reimbursements in connection with
meetings held by the Fund or a dealer for training and educational purposes.

Redemption of Shares

An investor of the Fund may redeem shares on any day the Fund is open for
business - normally when the NYSE is open - using the proper procedures
described below. See "Net Asset Value" in the Statement of Additional
Information for a listing of the days on which the NYSE will be closed.

1. THROUGH THE DISTRIBUTOR OR OTHER PARTICIPATING DEALERS. If your account has
been established by the Distributor or a participating dealer, contact the
Distributor or your account executive at a participating dealer who will assist
you with your redemption. Requests received by your dealer prior to the Close of
the NYSE and transmitted to the Transfer Agent by its close of business that day
will receive that day's net asset value per share.

2. REGULAR REDEMPTION THROUGH TRANSFER AGENT. Redemption requests may be sent by
mail to the Transfer Agent and will receive the net asset value of the shares
being redeemed which is next determined after the request is received in "good
form". "Good form" means that the request is signed in the name in which the
account is registered and the signature is guaranteed by an eligible guarantee.
Eligible guarantors include member firms of a national securities exchange,
certain banks and saving associations and, credit unions, as defined by the
Federal Deposit Insurance Act. You should verify with the Transfer Agent that
the institution is an acceptable (eligible) guarantor prior to signing. The
Transfer Agent reserves the right to request additional confirmation from
guarantor institutions, on a case by case basis, to establish eligibility. A
GUARANTEE FROM A NOTARY PUBLIC IS NOT ACCEPTABLE. In the case of redemption
requests by a corporation, trust fiduciary, executor or administrator, where the
name and title of the individual(s) authorizing such redemption is not shown in
the account registration, a copy of the corporate resolution or other legal
documentation appointing the authorized signer and certified within the prior 60
days must accompany the redemption request. Shareholders may obtain from the
Distributor, the Fund or the Transfer Agent, forms of resolutions and other
documentation which have been prepared in advance to assist in your compliance
with the Fund's procedures.

If you do hold certificates for your shares, you must submit your duly
endorsed certificates with an appropriate guarantee of the signature(s) on the
certificates in addition to your written instructions, and in accordance with
the requirements listed below.

The Distributor does not charge for its services in connection with the
redemption of Fund shares, but upon prior notice may charge for such services in
the future. Other securities firms may charge their clients a fee for their
services in effecting redemptions of shares of the Fund.

TERMS OF REDEMPTION. The amount of your redemption proceeds will be based on the
net asset value per share next computed after the Distributor, the Fund or the
Transfer Agent receives the redemption request in proper form. Payment for your
redemption normally will be mailed to you, except as provided below. If you have
purchased shares by check, your

BURNHAM
----
Fund

redemption proceeds and any from which any applicable CDSC will have been
deducted, will normally be mailed or wired the day after your redemption is
processed. Your redemption proceeds may be delayed until the check used to make
the purchase has cleared, which may take fifteen or more days. This potential
delay can be avoided by purchasing shares with Federal funds or a certified
check.

Beneficial owners of shares held of record in the name of the Distributor or
a participating dealer may only redeem their shares through that firm. The Fund
is prepared to redeem its shares on any day the NYSE is open for business.
However, the right of redemption may be suspended or the date of payment
postponed under certain emergency or extraordinary situations, such as
suspension of trading on the NYSE, or when trading in the markets the Fund
normally uses is restricted or an emergency exists, as determined by the
Commission, so that disposal of the Fund's assets or determination of its net
asset value is not reasonably practicable, or for such other periods as the
Commission by order may permit.

If a certificate presented for redemption or a redemption request represents
all shares you own except for additional shares of less than $100 value for
which no certificates were issued, those additional shares will also be redeemed
unless you specifically exclude them in writing when you make your redemption
request.

REINSTATEMENT PRIVILEGE (CLASS A SHARES). A shareholder of Class A shares who
has redeemed such shares and has not previously exercised the reinstatement
privilege may reinvest any portion or all the redemption proceeds in Class A
shares at net asset value, provided that such reinstatement occurs within 60
calendar days after such redemption and the account meets the minimum account
size. This privilege may be modified or terminated at any time by the Fund.

In order to obtain such privilege, the shareholder must clearly indicate by
written request to the Fund that the purchase represents a reinvestment of a
prior redemption of Class A shares. If a shareholder realizes a capital gain on
redemption of its shares, such gain is taxable for Federal income tax purposes
even though all of such proceeds are reinvested. If a shareholder incurs a
capital loss on a redemption and reinvests the proceeds in the Fund, part or all
of such loss may not be deductible for such purposes.

The reinstatement privilege may be used by shareholders once, irrespective of
the number of shares redeemed or repurchased, except that the privilege may be
used without limit in connection with transactions for the sole purpose of
transferring a shareholder's interest in the Fund to his or her Individual
Retirement Account or other tax-qualified retirement plan account.

The Fund reserves the right to redeem your account if its value is less than
$500 due to redemptions. The Fund will give the shareholder 30 days' notice to
increase the account value to at least $500. Redemption proceeds will be mailed.

Organization of the Fund

The Fund was originally organized as a Delaware corporation in 1960; on
September 7, 1989, it was reincorporated in Maryland under the name The Burnham
Fund Inc.

As permitted under Maryland corporate law, the Fund does not hold annual
meetings of shareholders. There normally are no meetings of shareholders for the
purpose of electing directors. At such time as less than a majority of the
directors holding office has been elected by shareholders, the directors then in
office will call a shareholders' meeting for the election of directors.
Applicable law requires the Secretary to call a meeting of shareholders when
requested in writing to do so by the holders of record of not less than 25% of
the Fund's outstanding shares. In addition, the Board will call a meeting of
shareholders for the purpose of voting upon the question of removal of any
director or directors when requested in writing to do

BURNHAM
----
Fund

so by the record holders of not less than 10% of the Fund's outstanding shares.

The Fund has an authorized capital of 40 million shares of common stock, par
value $.10 per share, which are presently divided into four classes of shares,
of which three classes are presently issued by the Fund. Except for conversion
privileges or features, shares of one class are not convertible into, or
exchangeable for, shares of any other class.

Each class of shares represents an identical interest in the Fund's
investment portfolio. As such, they have the same rights, privileges and
preferences, except with respect to the:

(a) designation of each class, (b) effect of the respective sales charges, if
any, for each class, (c) distribution fees borne by each class, (d) expenses
allocable exclusively to each class, and (e) voting rights on matters
exclusively affecting a single class of the Fund. When issued, the shares of
each class are fully paid and nonassessable and have no preemptive, conversion
or exchange rights. The shares are transferable without restriction. The Board
of Directors is authorized to classify or reclassify any unissued shares of
stock of the Fund and to increase or decrease the number of authorized shares of
any class, without shareholder approval.

Management

Under the laws of the State of Maryland, the board of directors is responsible
for managing the business and affairs of the Fund. Acting pursuant to an
Investment Advisory Agreement entered into with the Fund, Burnham Asset
Management Corporation (the "Adviser") serves as the investment manager of the
Fund. Its principal place of business is 1325 Avenue of the Americas, 17th
Floor, New York, New York 10019. The Adviser has been providing investment
advisory services to the Fund since 1989.

The Adviser provides research and statistical services and makes investment
recommendations to the Fund. Together with the Distributor, the Adviser supplies
a staff trained in accounting and shareholder services to aid in the Fund's
administration and day-to-day operations. For the Fund's fiscal year ended
December 31, 1996, the fee paid to the Adviser was paid monthly based on an
annual rate of 0.625 of 1% of the Fund's average daily net asset value.

The Adviser will assume expenses of each class of the Fund in the event that
aggregate ordinary expenses incurred in any fiscal year exceed the most
restrictive expense limitations imposed upon the Fund in states in which shares
are then eligible for sale. Currently, the most restrictive expense limitation,
which excludes certain distribution fees from operating expenses, is 2 1/2% of
the first $30 million of average net assets, 2% of the next $70 million of
average net assets and 1 1/2% of the remaining average net assets. The Adviser
has agreed to voluntarily reimburse expenses of Class A, Class B and Class C
shares in order to limit such expenses (as defined above.) The Adviser reserves
the right to discontinue this policy at any time.

INVESTMENT MANAGEMENT. The Adviser utilizes an Investment Committee which is
comprised of six members of the Adviser to supervise and provide investment
management to the Fund. The investment management of the Fund involves four
closely related activities: economic research, industry and company analysis,
portfolio recommendation and investment action - the decision to buy, sell or
hold securities.

Mr. Jon M. Burnham has the primary responsibility for the day-to-day management
of the Fund's investment portfolio. Mr. Burnham is the President, Chief
Executive Officer and Director of the Fund. He has functioned in his role as
portfolio manager with the Fund since 1995. Currently, Mr. Burnham is the
Chairman and Chief Executive Officer of the Adviser and Distributor. The Adviser
and the Distributor are owned and/or controlled by Messrs. I.W. Burnham, II and
Jon M. Burnham.

BURNHAM
----
Fund

Distribution

PRINCIPAL DISTRIBUTOR. Burnham Securities Inc. serves as principal distributor
of shares of the Fund on a "best efforts" basis. Subject to review by the Board
of Directors, the Fund executes certain purchases and sales of portfolio
securities through the Distributor.

DISTRIBUTION PLAN. Each Class of shares of the Fund has adopted a Distribution
Plan and Agreement (the "Plan(s)") pursuant to Rule 12b-1 under the Investment
Company Act of 1940. Under the Plans, Class A, Class B and Class C shares of the
Fund are authorized to pay the Distributor a distribution fee for expenses
incurred in connection with the distribution of shares of the Fund and for
shareholder servicing.

Each Plan provides that the Fund will pay the Distributor a distribution fee
based on the average daily net asset value of the relevant class of the Fund's
shares, as compensation in connection with the promotion, offering and sale of
the shares, and related activities. The Plans are classified as "compensation
plans" because the Fund will pay the distribution fees regardless of the amount
of actual distribution expenses. To the extent that the distribution fees exceed
the actual distribution expenses of the Distributor, any excess may be
considered direct compensation to the Distributor. At any given time, the
Distributor may incur expenses in distributing shares of the Fund which are in
excess of the total payments made by the Fund pursuant to the Plans. Because
there is no requirement under the Plans that the Distributor be reimbursed for
all its expenses or any requirement that the Plans be continued from year to
year, this excess amount does not constitute a liability of the Fund. For a
further description of the Plans, see "Investment Management and Other Services
- -- Distribution Plans" in the Statement of Additional Information.

CLASS A SHARES. Class A shares of the Fund pay the Distributor a distribution
fee at an annual rate of 0.25% of the average daily net asset value of Class A
shares. Pursuant to the Plan for Class A shares, commencing at the end of the
first calendar quarter following each sale, dealers will be paid quarterly
payments equal to 0.25% per annum of the average daily net asset values of Class
A shares.

CLASS B SHARES. Class B shares of the Fund pay the Distributor a distribution
fee at the annual rate of 0.75% of the average daily net asset value of Class B
shares. Class B shares will also pay a service fee at the annual rate of 0.25%
of the average daily net asset value of Class B shares.

Dealers will receive from the Distributor a fee equal to 5% of the gross
proceeds from the sale of Class B shares at the time a sale is settled. Pursuant
to the Plan for Class B shares and the related selling and service agreement,
commencing at the end of the 1st calendar quarter following each sale, Dealers
will be paid quarterly payments equal to 0.25% per annum of the average daily
net asset value of Class B shares.

CLASS C SHARES. Class C shares of the Fund pay the Distributor a distribution
fee at the annual rate of 0.75% of the average daily net asset value of Class C
shares. Class C shares will also pay a service fee at the annual rate of 0.25%
of the average daily net asset value of Class C shares.

Dealers will receive from the Distributor a fee equal to 1% of the gross
proceeds from the sale of Class C shares at the time a sale is settled. Pursuant
to the Plan for Class C shares and the related service agreement, commencing at
the end of the thirteenth (13th) month following each sale of shares, Dealers
will be paid quarterly payments equal to 0.85% per annum of the average daily
net asset value of Class C shares.

USE OF DISTRIBUTION AND SERVICE FEES. All or a portion of the distribution fees
paid by either Class A, Class B or Class C shares of the Fund may be used by the
Distributor to pay costs of printing reports and prospectuses for potential
investors and all or a portion of the distribution and/or service fees may be
paid to broker-dealers or others for the provision of personal continuing
services to shareholders,

BURNHAM
----
Fund

including such matters as responding to shareholder inquiries concerning the
status of their accounts and assistance in account maintenance reports such as
change in address.

Broker-dealers, financial planners and similar financial intermediaries that
sell shares of the Fund will be compensated differently depending on the class
of shares an investor chooses. In addition, the Distributor or its affiliates
may, from their own resources, and without limitation, compensate their
employees for sales of shares of any class.

Services for Shareholders

SHAREHOLDER ACCOUNTS. The Transfer Agent maintains a share account that reflects
the current holdings of each shareholder. Share certificates will be issued only
upon specific written requests. Each shareholder is sent a detailed confirmation
for each transaction in shares of the Fund.

PAYMENT OF DIVIDENDS AND DISTRIBUTIONS BY CHECK. Unless you direct otherwise,
your income dividends and capital gains distributions are automatically
reinvested in additional shares of the same class at net asset value on the
ex-dividend date. You may elect to receive payment of all dividends and
distributions by check by contacting your account executive if your account is
maintained at the Distributor, or by giving written notice to the Transfer
Agent. Commencing ten business days after the Transfer Agent receives such
notice, all future dividends and distributions will be paid to you by check.

AUTOMATIC INVESTMENT PROGRAM. The Automatic Investment Program gives you the
convenience of automatically investing in the Fund on a monthly or quarterly
basis. There are no initial minimum requirements for shares purchased under the
Automatic Investment Program. You may choose any amount of at least $50.00 for
automatic investments in your Fund account from your bank account.

Your monthly or quarterly investments will be made by electronic funds
transfer from your bank account if your bank is a member of a National Automatic
Clearing House Association ("NACHA"). This service is subject to the rules of
the bank account, NACHA and the Fund. Presently, there is no charge for this
service. The Fund may modify or terminate this service by written notice to you.

For further details, see the application form attached to this Prospectus or
call BFDS (1-(800) 462-2392) or the Distributor (1-(800) 874-FUND).

AUTOMATIC CASH WITHDRAWAL PLAN. An Automatic Cash Withdrawal Plan is available
for shareholders who wish to receive a specific amount of cash either monthly or
quarterly. You may subscribe to this service by contacting your account
executive or by completing an Application Form, or by calling the Distributor at
the telephone numbers set forth on the cover page of this Prospectus, and by
depositing with the Distributor or the Transfer Agent a minimum of $5,000 in
Fund shares at their current net asset value. All dividend and capital gains
distributions will be reinvested.

The Distributor, participating dealers or the Transfer Agent will make
payments to you either monthly or quarterly in amounts of not less than $25. To
provide funds for these payments, the Distributor or the Transfer Agent will
redeem a sufficient number of your shares held in uncertificated form at the net
asset value at the close of business of the NYSE on or about the 20th day of
each payment month (or, if that day is not a regular business day for the NYSE,
then on or about the next regular business day). A check will be mailed to you
not later than seven days following the date the shares are redeemed. Since
withdrawal payments represent the proceeds from the sale of

BURNHAM
----
Fund

Fund shares, the amount of the shareholder's investment in the Fund will be
reduced to the extent that withdrawal payments exceed dividends and other
distributions paid and reinvested. Any gain or loss on such sales will be
subject to income tax. You may terminate the Plan at any time by written notice
to the Transfer Agent or the Transfer Agent may terminate the Plan at any time
upon receiving directions to that effect from the Fund. The Transfer Agent will
also terminate the Plan upon receipt of evidence satisfactory to it of your
death or legal incapacity.

Upon termination of the Plan by you, the Transfer Agent, or the Fund, shares
remaining unredeemed will be held in an uncertificated account in your name, and
the account will continue as a dividend-reinvestment account unless and until
proper instructions are received from you, your executor or guardian, or as
otherwise appropriate. The Transfer Agent shall incur no liability to you for
any action taken or omitted by the Transfer Agent in good faith. In the event
that State Street shall cease to act as transfer agent for the Fund, you will be
deemed to have appointed any successor tranfer agent as your Agent in
administering the Plan.

RETIREMENT PLANS. Tax-qualified retirement plans and IRAs may invest
contributions thereto in shares of the Fund. Brochures which provide further
information about and include (1) tax-qualified retirement plans, their related
Trust Agreement and application forms, and (2) IRAs, a contribution deposit
form, and the "disclosure" statement required by Treasury regulations, are
available from the Fund by calling the telephone numbers listed on the cover
page of this Prospectus. Investors are urged to consult their own tax advisors
regarding the tax consequences of participation in tax-qualified retirement
plans or IRAs.

You may purchase shares through tax-qualified retirement plans or IRAs only
by sending payment with a properly completed application directly to State
Street, which will provide custodian services. After receipt of payment, State
Street will make all purchases.

SHAREHOLDER INQUIRIES. YOU MAY TELEPHONE 1-800-462-2392 FOR INQUIRIES CONCERNING
THE FUND, INCLUDING PURCHASE AND SALES OF SHARES OF THE FUND, AS WELL AS
INQUIRIES CONCERNING DIVIDENDS AND ACCOUNT STATEMENTS. If you prefer, you may
write to State Street Bank and Trust Company, P.O. Box 8505, Boston,
Massachusetts 02266-8505. Inquiries concerning management and investment
policies of the Fund may be directed to Burnham Asset Management Corp., 1325
Avenue of the Americas, 17th Floor, New York, New York 10019 or by telephone at
1(800) 874-FUND.

POSSIBLE CONFLICTS OF INTEREST BETWEEN CLASSES. The Board of the Fund has
determined that currently no conflict of interest exists among Class A, Class B
and Class C shares of the Fund. On an ongoing basis, the Board shall monitor the
Fund for the existence of any material conflicts of interest among the classes
of outstanding shares. The Board shall take such action as is reasonably
necessary to eliminate any such conflict that may develop.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT. State Street Bank and Trust
Company, P.O. Box 8505, Boston, MA 02266-8505.

SHAREHOLDER SERVICING AGENT. Boston Financial Data Services, Inc., 2 Heritage
Drive, North Quincy, MA 02171.

INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P., 1301 Avenue of the Americas,
New York, NY 10019.

COUNSEL. Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, NY
10022.

APPLICATION TERMS.
TAX IDENTIFICATION NUMBERS. Because of certain changes to the Internal Revenue
Code of 1986, as amended, the failure to provide a tax identification number by
an investor will subject your account to special Federal income tax
withholdings; the law will require the Fund to withhold 31% of each taxable
dividend or capital gain distribution paid to you in cash or reinvested in your
account and will require the Fund to withhold 31% of any redemption. The

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BURNHAM
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Fund

amount withheld is paid to the Internal Revenue Service toward the amount of
Federal income taxes you owe. The Fund will not return to you an amount withheld
due to your failure to provide a correct certified number. In addition, you may
be subject to a $50 I.R.S. penalty. Therefore, please include your correct
Social Security number or Taxpayer Identification Number on the Fund
Application.

The following sets forth examples of what identification numbers to list:

TYPE OF ACCOUNT TAXPAYER NUMBER
- --------------- ---------------
Individual Account...................Social Security Number of Applicant
Joint Account.....................................Social Security Number
of Person Reporting Tax
Custodian Account for a Minor...........Social Security Number of Minor
Corporation, Partnership, Trust,
Estate, Pension, Broker, etc. ............Taxpayer Identification Number
Nonresident Alien..........................................None Required

MISCELLANEOUS. The terms of the Application shall be construed according to the
laws of the State of New York.

The broker-dealer represented on the Fund Application must have an effective
sales agreement with the Distributor signed by a principal of the firm. The
broker-dealer further represents that it has informed the investor of the terms
and conditions relating to the options elected.

If the investor does not sign the Application, the broker-dealer represents
that the form is completed in accordance with the investor's instructions and
agrees to indemnify the Fund, its servicing agent, and the Distributor for any
loss or liability resulting from acting upon such instructions.

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Fund

<TABLE>
<CAPTION>
Table of Contents

<S> <C>
Fee Table.....................................2

Hypothetical Investment.......................2

Financial Highlights..........................3

The Fund......................................4

The Fund's Investment Objectives and
Policies....................................4

Alternative Purchase Arrangements.............6

Risk Factors..................................7

Net Asset Value, Dividends, Capital Gains
Distributions and Taxes.....................8

Purchase of Shares............................9

Redemption of Shares.........................15

Organization of the Fund.....................16

Management...................................17

Distribution.................................18

Services for Shareholders....................19
</TABLE>

Prospectus

April 30, 1997

BURNHAM
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Fund

THE BURNHAM FUND INC. (the "Fund") is a diversified, open-end
management investment company whose principal investment
objective is capital appreciation, mainly long-term. Income
generally will be of lesser importance.

Burnham Asset Management Corporation (the "Adviser"), an
affiliate of Burnham Securities Inc. (the "Distributor"), serves
as investment adviser.

This Statement of Additional Information, which should be kept
for future reference, is not a prospectus. It should be read in
conjunction with the Prospectus of the Fund, dated April 30,
1997, which can be obtained without cost by contacting the dealer
through whom you purchased shares or by calling or writing the
Distributor at the telephone number and address printed on this
page. This Statement of Additional Information is intended to
provide you with additional information regarding the activities
and operations of the Fund.

The Fund offers alternative purchase arrangements that provide
investors with the option of purchasing shares (i) subject to a
front-end sales charge and a Rule 12b-1 plan distribution fee
("Class A shares"); (ii) subject to a contingent deferred sales
charge ("CDSC") if held for less than six years, a Rule 12b-1
plan distribution fee and a service fee ("Class B shares"); or
(iii), subject to a CDSC if held for less than one year, a Rule
12b-1 plan distribution fee and a service fee ("Class C shares").
The Fund's multi-class distribution system is described more
fully in the Prospectus under the headings "Alternative Purchase
Arrangements," "Purchase of Shares - Terms of Purchase,"
"Redemption of Shares," and "Distribution - Distribution Plans."

Reference is made to the Fund's investment objectives and
policies set forth in the Fund's Prospectus under the heading
"The Fund's Investment Objectives and Policies." The Fund's
investment techniques and investment restrictions are set forth
herein.

BURNHAM Securities Inc.
PRINCIPAL DISTRIBUTOR
1325 Avenue of the Americas, 17th Floor,
New York, New York 10019

April 30, 1997

BURNHAM
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Fund

Investment Techniques
In seeking to achieve its investment objectives, the Fund may, to a limited
extent, purchase listed put and call options, write "secured" listed put and
"covered" listed call options, invest in foreign securities and warrants and
lend its portfolio securities.

WARRANTS. The Fund may invest in warrants, subject to the limitations described
below. The holder of a warrant has the right to purchase a given number of
shares of a particular company at a specified price until expiration. Such
investments generally can provide a greater potential for profit or loss than
investment of an equivalent amount in the underlying common stock. The prices of
warrants do not necessarily move parallel to the prices of the underlying
securities. If the holder does not sell the warrant, he risks the loss of his
entire investment if the market price of the underlying stock does not, before
the expiration date, exceed the exercise price of the warrant plus the cost
thereof. It should be understood that investing in warrants is a speculative
activity. Warrants pay no dividends and confer no rights (other than the right
to purchase the underlying stock) with respect to the assets of the corporation
issuing them. The Fund may not invest more than 5% of the value of its net
assets in warrants, or invest more than 2% of the value of its net assets in
warrants not traded on a national securities exchange. However, these
restrictions on the purchase of warrants by the Fund do not apply to warrants
attached to or otherwise included in a unit with other securities.

OPTIONS. To maximize potential gains, which, however, may also result in greater
losses, from a given commitment of investment dollars, the Fund may purchase
listed put and call options on stocks and stock indexes and write "secured"
listed put and "covered" listed call options on stocks and stock indexes up to
an aggregate of 4% of the value of its net assets, subject to any further
restrictions imposed by state securities regulations.

PURCHASING LISTED PUT AND CALL OPTIONS. Listed put and call options are
relatively short-term contracts (generally with a life of nine months or less).
By purchasing a call option, the Fund obtains the right during the term of the
option to purchase or otherwise participate in the value of the underlying
security or securities at a specified price. Similarly, a put option entitles
the holder to sell or otherwise participate in the value of the underlying
security or securities at a specified price. To achieve gains on such
investments, the option must be sold before its expiration at more than its cost
or exercised under advantageous conditions (as when the call price is less than
current market value or the put price exceeds current market value of the
underlying securities). Otherwise, the purchase of the option results in a loss.

Put and call options on stocks and stock indexes are traded on the American
Stock Exchange, Chicago Board Options Exchange, Philadelphia Stock Exchange,
Pacific Stock Exchange and New York Stock Exchange ("NYSE"). The national
securities exchanges on which such options are listed ordinarily will provide a
market for the sale of the options owned by the Fund. In certain instances, such
a market may not be available, as when the price of the security underlying a
call has declined too far below the exercise price. The prices of options do not
necessarily move parallel to the prices of the underlying securities. Investing
in option contracts is a speculative activity and there are no dividend or
interest payments on funds so invested.

WRITING LISTED PUT AND CALL OPTIONS ON STOCKS. The Fund is authorized to write
"covered" listed call options on stocks; that is, options on securities the Fund
holds in its portfolio or has an absolute and immediate right to acquire,
without additional cash consideration, upon conversion or exchange of securities
currently held in the Fund's portfolio. A call option gives the purchaser of the
option the right to buy, and a writer has the obligation to sell, the underlying
security at the exercise price during the option period. So long as the
obligation of a writer of a call continues, he may be given an exercise notice
by the broker-dealer through whom such option was sold, requiring him to deliver
the underlying securities against payment of the exercise price. This obligation
terminates upon (1) expiration of the option, or (2) such earlier time at which
the writer effects a closing transaction through purchase of such option on an
exchange. Once a writer

BURNHAM
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Fund

has been given an exercise notice in respect of a call option, he will
thereafter be unable to effect a closing purchase transaction on that option. To
secure his obligation to deliver the underlying security, a writer of a call
option is required to deposit in escrow the underlying security or other assets
in accordance with the rules of the Options Clearing Corporation and of the
various options exchanges.

By writing call options on its securities portfolio, the Fund may realize,
through the receipt of premiums, a greater current return than would be realized
on its securities alone. As a covered option writer, the Fund, in return for the
premium, gives up the opportunity for profit from a price increase in the
underlying security above the exercise price so long as its obligation as a
writer continues, but retains the risk of loss should the price of the security
decline. Unlike one who owns securities not subject to an option, the Fund, as a
covered call option writer, has no control over when it might be required to
sell its securities covered by the option, since it might be given an exercise
notice at any time prior to the expiration of its obligation as a writer. If one
of its call options expires unexercised, the Fund realizes a gain in the amount
of the premium. Such a gain, of course, might be offset by a decline in the
market value of the underlying security during the option period. If one of its
call options is exercised, the Fund realizes a gain or loss from the sale of the
underlying security. The sales proceeds are increased by the amount of the
premium.

By writing a put option on a stock, the Fund is obligated to purchase a given
security at a specified price. As a put option writer, the Fund has no control
over when it might be required to purchase the underlying security, since it
might be given an exercise notice at any time prior to the expiration of its
obligation as a writer. If a put option written by the Fund expires unexercised,
the Fund realizes a gain in the amount of the premium. Put options involve the
risk that the Fund will be required to purchase a security at a price above the
prevailing market, although the cost to the Fund is reduced to the extent of the
premium received by it, less transaction charges.

At the time of writing put options, the Fund will establish a segregated
account consisting of cash, U.S. Government securities or other appropriate
high-grade debt securities equal to the exercise price, i.e., the price at which
the Fund is obligated to purchase the underlying security. The Fund has
undertaken, so long as its shares are registered under certain state securities
regulations, to engage in the writing of put options only as an investment
technique used to further the objectives and policies of the Fund, and not as a
means of generating principal income.

To the extent that a secondary market is available on the exchanges, the
Fund, as an option writer, is able to liquidate its position prior to the
assignment of an exercise notice by purchasing in a closing purchase transaction
an option of the same series as the option previously written. Of course, the
cost of such a liquidation purchase plus transaction costs may be greater than
the premium received upon writing the original option.

OPTIONS ON STOCK INDEXES. The Fund may also purchase and sell put and call
options on stock indexes traded on national securities exchanges. Currently,
options on stock indexes are traded on the national securities exchanges listed
above under "Purchasing Listed Put and Call Options." Options on stock indexes
are similar to options on specific stocks except that, rather than the right to
take or make delivery of stock at a specified price, an option on a stock index
gives the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the stock index upon which the option is based is
greater than, in the case of a call, or less than, in the case of a put, the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option
expressed in dollars times a specified multiple. The writer of the option is
obligated, in return for the premium received, to make delivery of this amount.

Because the value of an index option depends upon movements in the level of
the index rather than the price of a particular stock, gain or loss from the
purchase or writing of index options depends upon movements in the

BURNHAM
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Fund

level of stock prices in the stock market generally or, in the case of certain
indexes, in an industry or segment of the market, rather than movements in the
price of a particular stock. Accordingly, successful use by the Fund of stock
index options will be subject to the ability of the Adviser correctly to predict
movements in the direction of the stock market generally or of a particular
industry or market segment.

The Fund may write only "covered" call options and "secured" put options. A
call option on a stock index is "covered" if the Fund holds a call option on the
same index as the call option written where the exercise price of the call
option held is equal to or less than the exercise price of the call option
written, or greater than the exercise price of the call option written if the
difference is maintained by the Fund in cash, Treasury bills or other high-grade
short-term obligations in a segregated account. A put option on a stock index is
"secured" if the Fund holds a put option on the same index as the put option
written where the exercise price of the put option held is equal to or greater
than the exercise price of the put option written, or less than the exercise
price of the put option written if the difference is similarly maintained by the
Fund in a segregated account.

REPURCHASE AGREEMENTS. The Fund may enter into "repurchase agreements" with
State Street Bank and Trust Company (the "Custodian"). Repurchase agreements are
agreements pursuant to which securities are acquired by the Fund from a third
party with the understanding that the securities will be repurchased by the
seller at a fixed price on an agreed date. Repurchase agreements permit the Fund
to keep all of its assets at work while retaining "overnight" flexibility in
pursuit of investments of a longer term nature. The use of repurchase agreements
involves certain risks. For example, in the event a seller of securities under a
repurchase agreement defaults on its repurchase obligation, the Fund might
suffer a loss to the extent that the proceeds from the sale of the collateral
were less than the repurchase price. If the seller becomes the subject of
bankruptcy proceedings, the Fund might be delayed or incur additional costs in
selling the collateral. To minimize these risks, the Fund requires continual
maintenance of collateral with the Custodian in an amount equal to, or in excess
of, the market value of the securities which are the subject of a repurchase
agreement plus any accrued interest.

LENDING PORTFOLIO SECURITIES. To generate extra interest income, the Fund may
lend portfolio securities to a limited extent. Such loans entitle the Fund to
cash collateral, and the extra cash thus obtained may be invested in short-term,
interest-bearing securities. The Fund may make such loans only to brokers or
dealers who are members of the NYSE, or who have net capital, under the rules
and regulations applicable to such broker or dealer, of at least $10,000,000.
Such loans will not be made against less than 100% cash collateral, and the
borrower will be required to maintain the collateral at 100% of the market value
(marked-to-market daily) of the securities on loan. No such loan will be made
which would cause the aggregate market value of all securities loaned by the
Fund to exceed 15% of the value of the Fund's total assets. Loans will be made
only if: (1) the Fund retains the right to obtain any dividend, interest or
other distribution benefits on the securities and any increase in their market
value; and (2) the Fund is able to terminate the loan at any time (such right of
termination will be exercised, among other things, to obtain the return of the
securities on loan for the purpose of voting on any matters considered material
by the Fund's management). To date, the Fund has never made loans of its
portfolio securities.

MEDIUM TO LOWER RATED CORPORATE DEBT SECURITIES. The Fund may invest in
securities that are rated in the medium to lowest rating categories by Standard
& Poor's Corporation ("S&P") and Moody's Investor Services Inc. ("Moody's") some
of which may be so-called "junk bonds". The Fund has historically invested in
securities of distressed issuers when the intrinsic values of such securities
have, in the opinion of the Adviser, warranted such investment. Corporate debt
securities rated Baa are regarded by Moody's as being neither highly protected
nor poorly secured. Interest payments and principal security appears adequate
to Moody's for the present, but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time. Such
securities are regarded by Moody's as lacking

BURNHAM
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Fund

outstanding investment characteristics and having speculative characteristics.
Corporate debt securities rated BBB are regarded by S&P as having adequate
capacity to pay interest and repay principal. Such securities are regarded by
S&P as normally exhibiting adequate protection parameters, although adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for securities in this
rating category than in higher rated categories.

Corporate debt securities which are rated B are regarded by Moody's as
generally lacking characteristics of the desirable investment. In Moody's view,
assurance of interest and principal payments or of maintenance of other terms of
the security over any long period of time may be small. Corporate debt
securities rated BB, B, CCC, CC and C are regarded by S&P on balance as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. In S&P's view,
although such securities likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. BB and B are regarded by S&P as indicating the
two lowest degrees of speculation in this group of ratings. Securities rated D
by S&P or C by Moody's are in default and are not currently performing. The Fund
will rely on the Adviser's judgment, analysis and experience in evaluating such
debt securities. In this evaluation, the Adviser will take into consideration,
among other things, the issuer's financial resources, its sensitivity to
economic conditions and trends, its operating history, the quality of the
issuer's management and regulatory matters as well as the price of the security.
The Adviser may also consider, although it does not rely primarily on, the
credit ratings of Moody's and S&P in evaluating lower rated corporate debt
securities. Such ratings evaluate only the safety of principal and interest
payments, not market value risk. Additionally, because the creditworthiness of
an issuer may change more rapidly than is able to be timely reflected in changes
in credit ratings, the Adviser monitors the issuers of corporate debt securities
held in the Fund's portfolio. The credit rating assigned to a security is a
factor considered by the Adviser in selecting a security for the Fund, but the
intrinsic value in light of market conditions and the Adviser's analysis of the
fundamental values underlying the issuer are of at least equal significance.
Because of the nature of medium and lower rated corporate debt securities,
achievement by the Fund of its investment objective when investing in such
securities is dependent on the credit analysis of the Adviser. If the Fund
purchased primarily higher rated debt securities such risks would be
substantially reduced.

A general economic downturn or a significant increase in interest rates could
severely disrupt the market for medium and lower grade corporate debt securities
and adversely affect the market value of such securities. Securities in default
are relatively unaffected by such events or by changes in prevailing interest
rates. In addition, in such circumstances, the ability of issuers of medium and
lower grade corporate debt securities to repay principal and to pay interest, to
meet projected business goals and to obtain additional financing may be
adversely affected. Such consequences could lead to an increased incidence of
default for such securities and adversely affect the value of the corporate debt
securities in the Fund's portfolio. The secondary market prices of medium and
lower grade corporate debt securities are less sensitive to changes in interest
rates than are higher rated debt securities, but are more sensitive to adverse
economic changes or individual corporate developments. Adverse publicity and
investor perceptions, whether or not based on rational analysis, may also affect
the value and liquidity of medium and lower grade corporate debt securities,
although such factors also present investment opportunities when prices fall
below intrinsic values. Yields on debt securities in the Fund's portfolio that
are interest rate sensitive can be expected to fluctuate over time. In addition,
periods of economic uncertainty and changes in interest rates can be expected to
result in increased volatility or market price of any medium or lower grade
corporate debt securities in the Fund's portfolio and thus could have an effect
on the net asset value of the Fund if other types of securities did not show
offsetting changes in value. The secondary market value of corporate debt
securities structured as zero coupon

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BURNHAM
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Fund

securities or payment in kind securities may be more volatile in response to
changes in interest rates than debt securities which pay interest periodically
in cash. Because such securities do not pay current interest, but rather, income
is accreted, to the extent that the Fund does not have available cash to meet
distribution requirements with respect to such income, it could be required to
dispose of portfolio securities that it otherwise would not. Such disposition
could be at a disadvantageous price. Failure to satisfy distribution
requirements could result in the Fund failing to qualify as a pass-through
entity under the Internal Revenue Code of 1986, as amended (the "Code").
Investment in such securities also involves certain other tax considerations.

The Adviser values the Fund's investments pursuant to guidelines adopted and
periodically reviewed by the Board of Directors. See "Net Asset Value,
Dividends, Capital Gains Distributions and Taxes" in the Prospectus. To the
extent that there is no established retail market for some of the medium or low
grade corporate debt securities in which the Fund may invest, there may be thin
or no trading in such securities and the ability of the Adviser to accurately
value such securities may be adversely affected. Further, it may be more
difficult for the Fund to sell such securities in a timely manner and at their
stated value than would be the case for securities for which an established
retail market does exist. During periods of reduced market liquidity and in
the absence of readily available market quotations for medium and lower grade
corporate debt securities held in the Fund's portfolio, the responsibility of
the Adviser to value the Fund's securities becomes more difficult and the
Adviser's judgment may play a greater role in the valuation of the Fund's
securities due to a reduced availability of reliable objective data. To the
extent that the Fund purchases illiquid corporate debt securities which are
restricted as to resale, the Fund may incur additional risks and costs.
Illiquid and restricted securities may be particularly difficult to value and
disposition may require greater effort and expense than more liquid securities.
Further, the Fund may be required to incur costs in connection with the
registration of restricted securities in order to dispose of such securities,
although under Rule 144A under the Securities Act of 1933 certain securities
may be determined to be liquid pursuant to procedures adopted by the Fund's
Board of Directors under applicable guidelines.

Investment Restrictions

The Fund has adopted certain fundamental investment restrictions, under which
the Fund may not:

1. Borrow money, except from banks as a temporary measure for extraordinary
or emergency purposes, and then not in an amount in excess of 10% of the value
of the Fund's total assets, inclusive of the amount borrowed. The Fund has not
borrowed money and does not currently intend to borrow money to an extent
exceeding 5% of its total assets. If the value of the Fund's assets (including
the amount borrowed), less its liabilities not including any borrowing, becomes
at any time less than 300% of the amount of any outstanding bank debt, the Fund,
within three business days, will reduce its bank debt to the extent necessary to
meet the required 300% asset coverage. Such a reduction is required by the
provisions of the Investment Company Act of 1940, as amended (the "1940 Act").
This may require sales at a time when it is disadvantageous to do so. The amount
of any borrowing will be limited by any applicable margin limitations imposed by
Federal Reserve Board regulations.

2. Engage in short sales, other than short sales "against the box". Short
sales occur "against the box" when the Fund contemporaneously owns the
underlying securities or securities substantially identical to, or convertible
into, securities equivalent in kind and amount to those sold short.

3. Make loans of money to other persons, except that this restriction shall
not prohibit (a) the purchase of a portion of an issue of publicly distributed
debt securities, (b) the loan of portfolio securities and (c) the entry into
repurchase agreements or the sale of securities coupled with a simultaneous
agreement to repurchase them from the buyer. Under current interpretations of
the staff of the Securities and Exchange Commission (the "Commission"), and
subject to changes in such

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<PAGE>
BURNHAM
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Fund

interpretations, the Fund may enter into such repurchase or resale agreements
having a duration of more than seven days only to an extent which, when added to
all other illiquid assets, would not exceed 10% of the Fund's total assets.
Other than the purchase of publicly distributed debt securities, the Fund has
not engaged in such investments or entered into repurchase or resale agreements
having a duration of more than seven days and does not currently intend to do
so.

4. Issue any senior securities, except insofar as bank borrowings might be
considered as the issuance of senior securities.

5. Invest in companies for the purpose of exercising control or management of
such companies.

6. Invest in the securities of other investment companies, unless acquired in
connection with a plan of reorganization.

7. Invest in the securities of any issuer if, at the time of the Fund's
purchase or holding thereof, any of the officers or directors of the Fund or of
the Adviser owns beneficially more than 1/2 of 1%, and such officers and
directors owning more than 1/2 of 1% together own beneficially more than 5%, of
the issuer's securities.

8. Purchase securities on margin, except that the Fund may obtain such
short-term credits as are necessary for the clearance of transactions. For
purposes of this restriction, the making of margin deposits in connection with
transactions in options is not deemed to be a purchase of securities on margin.

9. Purchase and sell limited partnership interests, real estate, commodities
or commodity contracts except in connection with a merger, consolidation or
reorganization of a corporation or other organization in which the Fund has an
investment, or in satisfaction of a debt. Any limited partnership interests,
real estate, commodities or commodity contracts so acquired will be disposed of
as soon as reasonably practicable consistent with the best interests of the
Fund's shareholders.

10. Write or purchase options or warrants or lend portfolio securities in
excess of the limitations specified, respectively, under "Warrants," "Options"
and "Lending Portfolio Securities," above.

11. Pledge, mortgage or hypothecate its assets, except when necessary to
secure borrowings of money, but then not in an amount in excess of 15% of the
value of the Fund's net assets. However, the Fund's Board of Directors (the
"Board" or the "Board of Directors") currently has a policy, which is subject to
change without shareholder approval, not to pledge, mortgage or hypothecate its
assets in excess of 10% of its net assets at market value. The Fund does not
currently intend to pledge its assets. For purposes of this restriction,
collateral or escrow arrangements with respect to the writing of options are not
deemed to be pledges of assets.

12. Underwrite the securities of other issuers, or acquire restricted
securities which the Fund may not be free to sell to the public without
registration of the securities under the Securities Act of 1933, as amended (the
"1933 Act"), if such acquisition would cause the Fund to have more than 10% of
the value of its total assets invested in such securities. It shall be a
condition of any such investment that the issuer of the securities purchased by
the Fund will, upon specified circumstances, file a registration statement
relating to the securities and the seller or issuer will pay the cost of such
registration statement. However, at the present time, the Board of Directors has
a policy which is subject to change at any time without shareholder approval
which limits such investments to 5% of the value of the Fund's net assets.

13. Invest more than 5% of the value of its total assets in the equity
securities of any one issuer.

14. Invest in more than 10% of the outstanding voting securities of any one
issuer or in more than 10% of any class of securities of any one issuer (except
government obligations).

15. Invest more than 5% of the value of its total assets in securities of
companies which (with their predecessors) have not had at least three years of
continuous operations. The Board of Directors has adopted a policy which is
subject to change at any time,

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BURNHAM
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Fund

that this restriction includes equity securities which, at the time of purchase,
the Fund believes will not be resalable within a reasonable period of time at
prices reasonably related to the market for such securities.

In addition to the restrictions listed above, it is the policy of the Board
of Directors (subject to change without shareholder approval) not to invest in
interests in oil, gas or other mineral exploration or development programs.

Except with respect to the 300% asset coverage required in the case of
borrowing, whenever any investment restriction states a maximum percentage of
the Fund's assets which may be invested in any security or other property, it is
intended that such maximum percentage limitations shall be determined at the
time of the acquisition of such security or property and shall not be violated
by subsequent increases in the value thereof relative to other assets held by
the Fund.

The Fund's fundamental investment restrictions may be changed only by the
approval of the holders of a majority of the Fund's outstanding voting
securities (defined in the 1940 Act as the lesser of: (1) 67% or more of the
Fund's voting securities present at a meeting if the holders of more than 50% of
the Fund's outstanding voting securities are present or represented by proxy, or
(2) more than 50% of the Fund's outstanding voting securities). As indicated
above, certain restrictions are not fundamental and are subject to change by the
Board of Directors without shareholder approval.

Purchase and Redemption of Shares

Reference is made to the materials in the Prospectus under the headings
"Purchase of Shares" and "Redemption of Shares," which describe the methods of
purchase and redemption of shares and discuss the calculation of the Offering
Price, for shares of the respective classes. The Fund receives the full net
asset value per share and the Distributor receives any initial sales charge or
CDSC. The Distributor may reallow a portion of any initial sales charge to
dealers, as set forth under "Purchase of Shares -- Initial Sales Charges (Class
A Shares)" in the Prospectus.

The redemption price of the Fund's shares may, under certain circumstances,
be paid in whole or in part in portfolio securities if deemed advisable by the
Board of Directors. Any securities thus paid to the shareholder would be valued
as described under "Net Asset Value, Dividends, Capital Gains Distributions and
Taxes." The subsequent sale of such securities of the shareholder may require
payment of a brokerage commission.

REINVESTMENT PRIVILEGE (CLASS B & CLASS C SHARES). A shareholder who has made a
partial or complete redemption of Class B or Class C shares may reinvest
all or part of the redemption proceeds and receive a pro rata credit towards the
purchase of Class B or Class C shares of the amount of any CDSC paid, provided
such reinvestment is made within 30 days after the redemption. Such reinvestment
will be made at the net asset value next determined after receipt of the
reinvestment order.

This privilege may be exercised only once by a shareholder. If the
shareholder has realized a gain on the redemption, the transaction is taxable
and reinvestment will not alter any capital gains tax payable. If there has been
a loss on the redemption, some or all of the loss may not be allowed as a tax
deduction depending on the amount reinvested.

For purposes of determining the amount of CDSC payable on any subsequent
redemptions, the purchase payment made through exercise of the reinvestment
privilege will be deemed to have been made at the time of the initial purchase
(rather than at the time the reinvestment was effected).

Net Asset Value, Dividends, Capital Gains
Distributions and Taxes

The following supplements the material in the Prospectus under the same
heading.

NET ASSET VALUE. As described in the Prospectus, the net asset value of shares
of each class of the Fund is computed once daily as of the close of trading on
the NYSE Monday through Friday (excluding days on which the NYSE is closed). The
NYSE is closed on the following holidays:

BURNHAM
----
Fund

New Year's Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

Determination of the Fund's total assets is made in accordance with generally
accepted accounting principles, ordinarily valuing each listed security in the
Fund's portfolio at its last sale price on the day of valuation on the principal
exchange on which it is traded, or if there was no sale on such day, at the mean
of the last reported bid and asked prices (rounded down to the lower eighth).
Each security traded in the over-the-counter market (including securities listed
on exchanges the primary market for which is believed to be over-the-counter) is
valued at the mean of the last reported bid and asked prices (rounded down to
the lower eighth). When the Fund sells short against a security which it has a
right to acquire, it will value its liability at the asked price for that
security. Investments for which market quotations are not readily available and
investments which the Fund might not be able to sell without registration of the
securities under the 1933 Act are valued on the basis of fair value as
determined in good faith by the Board of Directors. Securities primarily traded
as a unit will be valued at the unit price. 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.

TAX STATUS. The Fund intends to pay dividends representing its realized income
and gains within certain time periods specified in the Code. By doing so and by
meeting certain requirements including diversification of assets, the Fund
intends to qualify as a regulated investment company under Subchapter M of the
Code. Since the Fund will distribute annually its investment company taxable
income, net capital gains, and capital gains net income, it will not be subject
to income or excise taxes otherwise applicable to undistributed income of a
regulated investment company. If the Fund were to fail to distribute all its
income and gains in a timely manner, it would be subject to income tax and, in
certain circumstances, a 4% excise tax.

TAXATION OF SHAREHOLDERS. Dividends from net investment income and distributions
from short-term capital gains are taxable to shareholders as ordinary income
whether such dividends are paid in cash or in additional shares of the Fund.
Distributions from net long-term capital gains are taxable to shareholders as
long-term capital gains regardless of the length of time the shares in respect
of which such distributions are received have been held.

Distributions reflecting the Fund's qualifying dividend income from domestic
corporations will generally qualify for the 70% dividends received deduction
available to corporate shareholders if the Fund does not sell the underlying
stock before satisfying a 46-day holding period requirement (91 days for certain
preferred stock) and the shareholder holds the Fund shares for at least 46 days.
For this purpose, the holding period is reduced for periods during which the
Fund reduces its risk of loss from holding the stock (e.g., by entering into
options contracts).

Individuals and other non-exempt payees will be subject to a 31% backup
Federal withholding tax on dividends and other distributions from the Fund, as
well as on the proceeds of redemptions of Fund shares, if the Fund is not
provided with the shareholder's correct taxpayer identification number and
certification that the shareholder is not subject to such backup withholding, or
if the Internal Revenue Service notifies the Fund that the shareholder has
failed to report properly interest or dividends. For most individuals, the
taxpayer identification number is the taxpayer's social security number.

TAX TREATMENT OF CERTAIN TRANSACTIONS. In general, if the Fund enters into
combinations of investment positions by virtue of which its risk of loss from
holding an investment position is reduced on account of one (or more) other
positions, losses or deductions realized on one position may be deferred to the
extent of any unrecognized gain on another position and long-term capital gains
or short-term capital losses may be

<PAGE>
<PAGE>
BURNHAM
----
Fund

recharacterized, respectively, as short-term gains and long-term losses.
Investments in foreign currency denominated instruments or securities may
generate, in whole or in part, ordinary income or loss.

The Federal income tax treatment of gains and losses realized from options
transactions entered into by the Fund will be as follows: Gain or loss from a
closing transaction with respect to options sold by the Fund, or gain from the
lapse of any such option, will be treated as short-term capital gain or loss;
gain or loss from the sale or exchange of put or call options that the Fund
purchases, and loss attributable to the lapse of such options, will be treated
as capital gain or loss. (The capital gain or loss will be long or short-term
depending upon whether or not the affected option has been held for more than
one year.) For this purpose, an unexercised option will be deemed to have been
sold on the date it expired.

Any listed stock index option held by the Fund at the close of its taxable
year will be treated as sold for its fair market value on the last business day
of such taxable year. Sixty percent of any gain or loss with respect to such
deemed sales, as well as the gain or loss from the termination during the
taxable year of the Fund's obligation (or rights) with respect to such options
by offsetting, by exercise or being exercised, by assignment or being assigned,
by lapse, or otherwise, will be treated as long-term capital gain or loss and
the remaining forty percent will be treated as short-term capital gain or loss.

In addition to the Federal income tax consequences described above relating
to an investment in the Fund, there may be other Federal, state, local or
foreign tax considerations that depend upon the circumstances of each particular
investor. Prospective shareholders are therefore urged to consult their tax
advisors with respect to the effects of this investment on their specific
situations.

Investment Management and Other Services

THE INVESTMENT ADVISER. The Fund's investment adviser is Burnham Asset
Management Corporation, an affiliate of Burnham Securities Inc., the Fund's
principal distributor. Its address is 1325 Avenue of the Americas, New York, New
York 10019.

FUND OPERATIONS AND ADMINISTRATION. Subject to the supervision of the Board of
Directors, the Fund's administration and day-to-day operations are run by a
staff, trained in accounting and shareholder services, which is provided by the
Adviser and the Distributor, with compensation as established by the Investment
Advisory Contract (as defined below) between the Fund and the Adviser. Such
personnel are responsible for all internal accounting services, as well as the
overall review of the administrative services, including but not limited to
bookkeeping, pricing of Fund securities, pricing sales and redemptions of the
Fund's shares, communication with shareholders, responding to shareholder and
broker inquiries, maintenance of records, coordination of portfolio activities,
preparation of shareholder reporting and regulatory requirements (including
quarterly reports, annual reports, proxy material, prospectuses and transmission
of information for newspaper and statistical services) and periodic reports and
portfolio analysis for the Board and the Adviser.

The Investment Advisory Contract between the Fund and the Adviser (the
"Investment Advisory Contract") requires the Adviser to furnish research and
statistical services, advice, reports and recommendations for the Fund's
portfolio. The Adviser also acts as the Fund's financial agent, and furnishes
the Fund with office space, other facilities and administrative and clerical
services and personnel as indicated above.

The Investment Advisory Contract requires that the Adviser give equitable
treatment to the Fund under the circumstances in supplying information,
recommendations and other services, but provides that the Adviser is not
required to give the Fund preferential treatment as compared with the treatment
given any other client.

For its services, the Adviser receives a monthly fee at an annual rate of 5/8
of 1% of the Fund's average daily net asset values. The advisory fee voluntarily
will be reduced (but not below zero), if necessary, to comply with certain state
securities regulations which currently

<PAGE>
<PAGE>
BURNHAM
----
Fund

limit the annual expenses of the Fund, including the advisory fee but excluding
taxes, brokerage, interest and certain distribution, custodial and extraordinary
expenses to 2.5% of the first $30,000,000 of the Fund's average net assets, 2%
of the next $70,000,000 and 1.5% of the remaining average net assets. For the
year ended December 31, 1996, the Fund incurred investment advisory fees in the
amount of $711,676. The Fund's expenses did not exceed the expense limitation.
During the year ended December 31, 1995, the Fund paid investment advisory fees
in the amount of $658,253. During the year ended December 31, 1994, the Fund
paid investment advisory fees in the amount of $679,613. The Adviser has
voluntarily agreed to reimburse expenses of the Class B and Class C shares in
order to limit expenses to an annual rate of 2.3% and 2.3%, respectively.
Accordingly for the year ended December 31, 1996, the Adviser has reimbursed the
Class B and Class C shares $57 and $289, respectively. The Adviser reserves
the right to discontinue this policy at any time.

Under the Investment Advisory Contract, the Fund pays all of its own expenses
other than such as are the responsibility of the Adviser (including office space
and compensation of directors, officers and employees who are affiliated with
the Adviser or the Distributor). Expenses payable by the Fund include, but are
not limited to, the following: the fees of directors who are not affiliated with
the Adviser or the Distributor, the fees of its custodian, transfer agent,
independent accountants and legal counsel; franchise, income and similar taxes
imposed on the Fund as a corporation; expenses of preparing, printing and
mailing shareholder communications; and other expenses of operating the Fund as
a corporation.

The Investment Advisory Contract was initially approved by the shareholders
on August 9, 1989, and by the Board of Directors on June 7, 1989, and will
continue in effect until terminated if approved annually by a majority of the
Board, including a majority of the directors who are not "interested persons"
(as defined in the 1940 Act) of the Adviser, or of the Fund, by votes cast in
person at a meeting called for the purpose of voting on such approval. The Board
of Directors last approved the Investment Advisory Contract on June 27, 1996. On
60 days' written notice, the Investment Advisory Contract is terminable by
either party thereto, and, in the case of the Fund, by the Board or by the vote
of the holders of a majority of the Fund's outstanding voting securities, as
defined previously. The Investment Advisory Contract will terminate
automatically in the event of any assignment.

The Investment Advisory Contract provides that the Adviser shall be liable
for willful misfeasance, bad faith, gross negligence, or reckless disregard of
its obligations under the contract and provides that the Adviser, subject to the
foregoing, shall not be liable for any action taken or omitted on advice of
counsel obtained in good faith, provided such counsel is satisfactory to the
Fund.

DISTRIBUTOR. Under the Distribution Contract between the Fund and the
Distributor, as amended (the "Distribution Contract"), the Distributor acts as
the principal distributor of the Fund's shares. The initial sales charges and
CDSCs received by the Distributor are described in the Prospectus under
"Purchase of Shares" and "Redemption of Shares". The Distributor also is
compensated under the Rule 12b-1 distribution plans as described in the
Prospectus under "Distribution -- Distribution Plan", and as described more
fully below.

DISTRIBUTION PLANS. The Fund has adopted a distribution plan for each of the
Class A shares, Class B shares and Class C shares of the Fund (a "Plan") in
accordance with Rule 12b-1 under the Act, to compensate the Distributor for the
services it provides and for the expenses it bears under the Distribution
Contract.

A report of the amounts so expended must be made to the Board and reviewed by
the Board at least quarterly. In addition, each Plan provides that it may not be
amended to increase materially the costs which the Fund may bear for
distribution pursuant to the Plan without shareholder approval and that other
material amendments to the Plan must be approved by a majority of the Board,
including a majority of the Board who are neither "interested persons" of the
Fund (as defined in the Act) nor have any direct or indirect financial interest
in the operation of the Plan (the "Qualified Directors"),

<PAGE>
<PAGE>
BURNHAM
----
Fund

by vote cast in person at a meeting called for the purpose of considering such
amendments.

Each Plan is subject to annual approval by a majority of the Board, including
a majority of the Qualified Directors, by vote cast in person at a meeting
called for the purpose of voting on the Plan. Each Plan is terminable at any
time by vote of a majority of the Qualified Directors or by vote of a majority
of the shares of the applicable class. Pursuant to each Plan, any new directors
who are not "interested persons" must be nominated by existing directors who are
not "interested persons." Each Plan will continue from year to year, provided
that such continuance is approved annually by a vote of the Board in the manner
described above.

If a Plan is terminated (or not renewed) with respect to any one or more
classes, another Plan may continue in effect with respect to any class as to
which it has not been terminated (or has been renewed).

Because amounts paid pursuant to a Plan are paid to the Distributor, the
Distributor and its officers, directors and employees may be deemed to have a
direct or indirect financial interest in the operation of the Plan. None of the
Fund's directors who is not an interested person of the Fund has a direct or
indirect financial interest in the operation of any Plan.

Benefits from the Plans may accrue to the Fund and its shareholders from the
growth in assets due to increased sales of shares to the public pursuant to the
Plans. Increases in net assets from sales pursuant to the Plans may benefit
shareholders by reducing per share expenses, permitting increased investment
flexibility and diversification of assets, and facilitating economies of scale
(e.g., block purchases) in securities transactions.

The Plans for Class A, Class B and Class C shares were most recently approved
as adopted by the Board, including a majority of the Qualified Directors, at a
meeting of the Board held on June 27, 1996. Prior to approving the adoption of
the Plans, the Board requested and received from the Distributor all the
information which it deemed necessary to arrive at an informed determination as
to whether the Plans should be adopted. In making its determination to adopt the
Plans, the Board considered, among other factors: trends in pricing structures
for funds distributed through dealer networks and determined that the ability to
compensate third party broker-dealers for promoting and selling the Fund's
shares would likely increase sales, enhance the Fund's ability to maintain
accounts and therefore improve asset retention. The Board also concluded that
third party marketing efforts under the Plans, if successful, could increase the
Fund's ability to maintain a stable level of net assets, which could in turn
contribute to the stability of the Fund's portfolio positions and afford greater
flexibility in pursuing the Fund's investment objectives. The Board, and in
particular, the Qualified Directors, recognized that they are able to monitor
the nature, manner and amount of expenditures under the Plans by reviewing, on a
quarterly basis, reports of the Distributor's expenditures, and that, at any
time, they could terminate the Plans and thereby end all obligations of the Fund
to make payments thereunder, if they deemed it appropriate under the
circumstances. Based upon its review, the Board, including each of the Qualified
Directors, determined that adoption of the Plans would be in the best interest
of the Fund, and that there was a reasonable likelihood that adoption of the
Plans would benefit the Fund and its shareholders. In the Board's quarterly
review of the Plans, they will consider their continued appropriateness and the
level of compensation provided therein.

Although there is no legal obligation for the Fund to pay expenses incurred
by the Distributor in excess of payments made to the Distributor under the
Plans, if for any reason the Plans are terminated, the Board will consider at
that time the manner in which to treat such expenses. Any cumulative expenses
incurred by the Distributor but not yet recovered through distribution fees may
or may not be recovered through future distribution fees. If the Distributor's
actual distribution expenditures in a given year are less than Rule 12b-1
payments it receives from the Fund for that year, and no effect is given to
previously accumulated distribution expenditures in excess of the Rule 12b-1
payments borne by the Distributor out of its own resources in other years,

<PAGE>
<PAGE>
BURNHAM
----
Fund

the difference could be viewed as "profit" to the Distributor for that year.

Under the Distribution Contract, the Distributor bears the cost of the
expenses of printing all sales literature and prospectuses required for the
Distributor's purposes; however, the Distributor may apply amounts retained from
sales commissions, CDSCs and distribution fees towards such expenses. The costs
of printing the Fund's reports to shareholders and maintaining a current
prospectus, and related accounting and legal fees, are paid by the Fund. The
Distributor earned $127,402, $183,771 and $200,001 in brokerage commissions from
Fund transactions and $12,067, $11,368 and $12,363 in sales commissions from the
distribution of Fund shares for the years ended December 31, 1996, 1995 and
1994.

The Distribution Contract was approved initially by the Board on June 7,
1989, was amended as of July 1, 1993, and will continue in effect from year to
year if approved at least annually by the Board or by the vote of a majority of
the outstanding voting securities of the Fund, as well as, in either case, by
the vote of a majority of those directors who are not parties to the
Distribution Contract or interested persons of either such party. The Board last
approved the Distribution Contract, as amended, on June 27, 1996.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT. State Street Bank and Trust
Company, P.O. Box 8505, Boston, Massachusetts 02266-8505. State Street serves as
custodian of the Fund's securities and cash and as transfer agent and dividend
paying agent for the Fund. Compensation for such services is based on schedules
of charges agreed on by the Fund and State Street from time to time.

INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P., 1301 Avenue of the Americas,
New York, New York, has been selected as independent accountants for the Fund
for its fiscal year ending December 31, 1997. In addition to reporting annually
on the financial statements of the Fund, the Fund's accountants will provide
assistance and consultation with respect to the preparation of certain filings
of the Fund with the Commission. The selection of independent accountants is
subject to annual ratification by the Board of Directors.

Directors and Officers of the Fund
The overall direction and supervision of the Fund is the responsibility of
the Board of Directors, which has the primary duty of seeing that the Fund's
general investment policy and programs are carried out and that the Fund's
portfolio is properly administered. The directors and officers of the Fund and
their principal occupations during at least the past five years are:

I.W. BURNHAM, II *, Chairman and Director, 1325 Avenue of the Americas, New
York, New York. Honorary Chairman of the Board of Burnham Asset Management
Corporation and Burnham Securities Inc. Former Director of Contel Inc.

JON M. BURNHAM*, President, Chief Executive Officer and Director, 1325 Avenue of
the Americas, New York, New York. Chairman, Chief Executive Officer and Director
of Burnham Asset Management
Corporation and Burnham Securities Inc. Son of I.W. Burnham, II.

CLAIRE B. BENENSON, Director, 870 United Nations Plaza, New York, New York.
Consultant on Financial Conferences; Trustee of Zweig Series Trust. Former
Director of Financial Conferences and Chairman, Department of Business and
Financial Affairs, The New School for Social Research.

LAWRENCE N. BRANDT, Director, 2510 Rockcreek Drive, N.W., Washington, D.C.
President of Lawrence N. Brandt, Inc. (Real Estate Development).

ALVIN P. GUTMAN, Director, One Belmont Avenue, Bala-Cynwyd, Pennsylvania.
Chairman of the Board of Pressman-Gutman Co., Inc. (textile converters).

<PAGE>
<PAGE>
BURNHAM
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Fund

WILLIAM W. KARATZ, Director, 1 Battery Park Plaza, New York, New York. Senior
counsel to, and formerly a partner in, the law firm of Winthrop, Stimson, Putnam
& Roberts.

JOHN C. MCDONALD, Director, 264 Mill Road, New Canaan, Connecticut.
President of MBX Inc. (telecommunications). Former Director and Executive Vice
President-Technology, Contel Corporation (telecommunications). Director of
Transwitch Corporation (semiconductors).

DONALD B. ROMANS, Director, 233 East Wacker Drive, Chicago, Illinois. President
of Romans and Company (Private Investors and Financial Consultants); Trustee of
Zweig Series Trust.

ROBERT F. SHAPIRO, Director, 787 Seventh Avenue, New York, New York. President
of RFS & Associates, Inc. (investment and consulting firm). Former Co-Chairman
of Wertheim Schroder & Co., Inc. and Director of Schroders P.L.C., London; prior
thereto, President of Wertheim & Co., Inc. and Partner of Wertheim & Co.;
Director of TJX Companies, Inc., Independent General Partner of Equitable
Capital Partners L.P. and Equitable General Partners (Retirement Fund), L.P.;
Chairman, New Street Capital Corp. and Director of American Buildings Company.

ROBERT M. SHAVICK, Director, 601 Bayport Way, Longboat Key, Florida. Legal
Consultant; Member, Panel of Arbitrators, American Arbitration Association, New
York Stock Exchange and National Association of Securities Dealers, Inc. Former
Director of Florida Business Journal, Public Trustee-Pension Funds for employees
of the Town of Longboat Key, Florida, Hearing Officer Sarasota Manatee Airport
Authority and Mediator, Circuit and County Courts, Florida.

DAVID H. SOLMS, Director, Coventry House 7301 Coventry Avenue, Melrose Park,
Pennsylvania. Retired. Former consultant to GMAC Mortgage Corporation, and
former President of the Investment Adviser to Mortgage and Realty Trust.

ROBERT S. WEINBERG, Director, 5585 Pershing Avenue, St. Louis, Missouri.
President of R.S. Weinberg & Associates (management consultants) and former
Professor of Marketing Management, John M. Olin School of Business, Washington
University in St. Louis, Mo.

ROBERT J. WILBUR, Director, 5141 S.E. Brandywine Way, Stuart, Florida. Retired.
Former Vice President and General Manager of the Nassau Branch of Morgan
Guaranty Trust Company.

MICHAEL E. BARNA, First Vice President, Chief Financial Officer, Treasurer and
Secretary, 1325 Avenue of the Americas, New York, New York. First Vice President
and Assistant Secretary of Burnham Asset Management Corporation.

RONALD M. GEFFEN, Vice President, 1325 Avenue of the Americas, New York, New
York. Managing Director of Burnham Asset Management Corporation and Burnham
Securities Inc.

DEBRA B. HYMAN, Executive Vice President, 1325 Avenue of the Americas, New York,
New York. Vice President of Burnham Asset Management Corporation and Burnham
Securities Inc. Daughter of Jon M. Burnham and granddaughter of I.W. Burnham,
II.

FRANK A. PASSANTINO, Vice President and Assistant Secretary, 1325 Avenue of the
Americas, New York, New York. Vice President of Burnham Asset Management
Corporation and Burnham Securities Inc.

LOUIS S. ROSENTHAL, Vice President, 30 South 17th Street, Philadelphia,
Pennsylvania. First Vice President of Prudential Securities Inc.

BURNHAM
----
Fund

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

* Every director who is an "interested person" of the Fund, as such term is
defined in the 1940 Act, is indicated by an asterisk.

As of December 31, 1996, the officers and directors of the Fund, as a group,
owned less than 3% of the outstanding shares of the Fund.

The officers and directors of the Fund affiliated with the Distributor or the
Adviser receive no direct compensation from the Fund for their services to it.
Each director of the Fund who is not so affiliated receives $3,000 per annum,
plus $500 and expenses for each Board of Directors meeting attended. In
addition, the Fund does not offer pension or retirement benefits to directors
and officers of the Fund. During the fiscal year ended December 31, 1996, the
directors of the Fund who were not so affiliated received an aggregate of
$79,811 as directors' fees and expenses.

- ------------------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Compensation
from Registrant
Aggregate Estimated and Fund
Compensation Pension Retirement Annual Complex Paid to
Name of Person, from Registrant for Benefits Accrued as Benefits upon Trustees for
Position Fiscal Year Part of Fund Expense Retirement Calendar Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Claire B. Benenson, Director $6,000 0 0 $6,000
Lawrence N. Brandt, Director 0 0
Richard E. Deems, Director $6,000 0 0 $6,000
William W. Karatz, Director $5,000 0 0 $5,000
John C. McDonald, Director $5,000 0 0 $5,000
Cruse W. Moss, Director $4,000 0 0 $4,000
Donald B. Romans, Director $6,000 0 0 $6,000
Robert F. Shapiro, Director $5,000 0 0 $5,000
Robert M. Shavick, Director $5,000 0 0 $5,000
David H. Solms, Director $5,000 0 0 $5,000
Robert S. Weinberg, Director $5,000 0 0 $5,000
Robert J. Wilbur, Director $5,000 0 0 $5,000
</TABLE>

As of April 15, 1997, to the knowledge of management, each of the following
persons beneficially owned more than 5% of the outstanding shares with respect
to Class B shares of the Fund. The percentage of ownership is noted beside the
specific class of shares held in the Fund.

THE BURNHAM FUND-CLASS B SHARES

Registration Name % of Fund Held
- ----------------- --------------
<S> <C>
Lewco Securities Corp.
34 Exchange Place, 4th Fl.
Jersey City, NJ 07302-3901 46.52%

Donaldson, Lufkin Jenrette
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052 20.90%
</TABLE>

With respect to Class A shares, no shareholder maintains a controlling
interest of more than 5% of the total outstanding shares of Class A shares. The
Adviser maintains a controlling interest in Class C shares as the sole
shareholder of the Class C shares.

Services for Shareholders

The following information supplements the material in the Prospectus under
the heading "Services for Shareholders."

SHAREHOLDER ACCOUNTS. For the convenience of investors, no stock certificates
ordinarily will be issued by the Fund, although stock certificates will be
issued upon the written request of any shareholder. Instead, when an investor

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BURNHAM
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Fund

makes his initial purchase of shares, an account will be opened for him on the
books of the Fund and his shares will be held by State Street as Transfer Agent.
With the initial purchase, the investor appoints State Street as his agent to
receive all dividends and distributions and to reinvest them in additional full
and fractional shares of the same class of shares of the Fund. The distribution
or dividends is automatically reinvested, at a price equal to net asset value,
in shares of the class from which the distribution was made, as of the
ex-dividend date. State Street adds these shares to the shareholder's account,
and sends the shareholder a transaction advice. The $250 minimum requirement for
subsequent investments does not apply to reinvestments of dividends or
distributions. Under the automatic investment program, dividends and
distributions from shares of one class may not be reinvested in shares of any
other class. Shares of one class may not be exchanged for shares of any other
class.

Shareholders who do not wish to have their dividends and distributions
automatically reinvested may, at any time, notify State Street to that effect
and, commencing ten business days after receipt by State Street of such notice,
all future dividends and distributions will be paid to the shareholder by check.

Portfolio Turnover and Brokerage

PORTFOLIO TURNOVER. There are no fixed limitations regarding the Fund's
portfolio turnover rate. Securities initially satisfying the basic policies and
objectives of the Fund may be disposed of when they are no longer deemed to be
suitable. Brokerage costs to the Fund are commensurate with the rate of
portfolio activity. In computing the portfolio turnover rate, all securities,
the maturities or expiration dates of which at the time of acquisition are one
year or less, are excluded. Subject to this exclusion, the turnover rate is
calculated by dividing (A) the lesser of purchases or sales of portfolio
securities for the fiscal year by (B) the monthly average of the value of
portfolio securities owned by the Fund during the fiscal year. For the years
ended December 31, 1996 and 1995, the Fund's portfolio turnover rates were 61.5%
and 78.3%, respectively.

PLACEMENT OF PORTFOLIO BROKERAGE. As a general matter, purchases and sales of
portfolio securities of the Fund are placed by the Adviser with brokers and
dealers who in its opinion will provide the Fund with the best combination of
price (inclusive of brokerage commissions) and execution for its orders.
However, pursuant to the Investment Advisory Contract, consideration may be
given in the selection of broker-dealers to research provided and payment may be
made of a fee higher than that charged by another broker-dealer which does not
furnish research services or which furnishes research services deemed to be of
lesser value, so long as the criteria of Section 28(e) of the Securities
Exchange Act of 1934, as amended (the "1934 Act") are met. Section 28(e) of the
1934 Act specifies that a person with investment discretion shall not be "deemed
to have acted unlawfully or to have breached a fiduciary duty" solely because
such person has caused the account to pay a higher commission than the lowest
available under certain circumstances. To obtain the benefit of Section 28(e),
the person so exercising investment discretion must make a good faith
determination that the commissions paid are reasonable in relation to the value
of the brokerage and research services provided viewed in terms of either that
particular transaction or his overall responsibilities with respect to the
accounts as to which he exercises investment discretion.

Currently, it is not possible to determine the extent to which commissions
that reflect an element of value for research services might exceed commissions
that would be payable for execution services alone, nor generally can the value
of research services to the Fund be measured. Research services furnished might
be useful and of value to the Adviser and its affiliates in serving other
clients as well as the Fund, but on the other hand any research service obtained
by the Adviser or the Distributor from the placement of portfolio brokerage of
other clients might be useful and of value to the Adviser in carrying out its
obligation to the Fund.

As a general matter, it is the Fund's policy to execute purchases and sales
of listed portfolio securities through the Distributor only if, in the judgment
of the Fund and without obligation to seek competitive bidding, the

<PAGE>
<PAGE>
BURNHAM
----
Fund

Distributor is qualified to obtain the best combination of price (inclusive of
brokerage commissions) and execution on the particular transaction. However,
under the Investment Advisory Contract, the Distributor is entitled to charge
the Fund brokerage commissions and derive a profit therefrom, subject to
approval of the amounts so paid by the Fund's "non-interested" directors in the
course of their review of the Fund's advisory and brokerage arrangements. The
Board of Directors may thus permit the payment to the Distributor of brokerage
commissions which, though possibly higher than the lowest otherwise available,
nevertheless result in overall payments to the Distributor and the Adviser
which, together, are deemed reasonable and consistent with their fiduciary
responsibilities to the Fund. The Board has adopted procedures pursuant to Rule
17e-1 under the 1940 Act, in order to ascertain that the brokerage commissions
paid to the Distributor are fair and reasonable in accordance with the criteria
set forth in such Rule.

No transactions may be effected by the Fund with the Distributor acting as
principal for its own account. Over-the-counter purchases and sales normally are
made with principal marketmakers except where, in the opinion of management, the
best executions are available elsewhere. The Distributor may act as broker for
the Fund in over-the-counter trading. In executing transactions for the Fund,
the Distributor treats the Fund in the same manner as any other public customer,
and Fund orders are accorded priority over those received by the Distributor for
its own account or for the account of any of its officers, directors or
employees.

The Fund may from time to time allocate brokerage commissions to firms other
than the Distributor which furnish research and statistical information to the
Adviser. The supplementary research that may be provided by such firms will be
useful in varying degrees and of indeterminable value. Such research may, among
other things, include advice regarding economic factors and trends, advice as to
occasional transactions in specific securities, and similar information relating
to securities. No formula has been established for the allocation of business to
such brokers. The Distributor will not participate in the brokerage commissions
allocated to these firms. Officers and directors of the Fund and of the Adviser
who are also officers or directors of the Distributor receive indirect benefits
from the Fund as a result of its usual and customary brokerage commissions which
the Distributor may receive for acting as broker to the Fund in the purchase and
sale of portfolio securities. The Investment Advisory Contract does not provide
for a reduction of the advisory fee by any portion of the brokerage commissions
generated by portfolio transactions of the Fund which the Distributor may
receive.

During the year ended December 31, 1996, the Fund paid total brokerage
commissions of $227,867. The amount paid to the Distributor for the year ended
December 31, 1996 was $127,402, which represented 67.48% of the total brokerage
commissions paid.

Determination of Performance

From time to time, the Fund may quote its performance in terms of "total
return" in reports or other communications to shareholders, or in advertising
material. Total return ("T") is calculated by finding the average compounded
rate of return over the number of years in a given period ("n") that would
equate a hypothetical initial investment of $1,000 ("P") to the ending
redeemable value ("ERV"), according to the following formula:

P (1 + T)`pp'n = ERV

In calculating the above, it is assumed that the maximum sales load (or other
charges deducted from payments) is deducted from the initial $1,000 payment and
all recurring fees that are charged to all shareholder accounts are included.

The average annual total return of the Class A shares of the Fund, assuming
the reinvestment of dividends, for the one, five and ten year periods ended
December 31, 1996, was 11.72%, 9.97% and 10.57%, respectively. The average
annual returns of the Class B and Class C shares of the Fund, assuming the
reinvestment of dividends for the one year periods ended December 31, 1996 and
the

BURNHAM
----
Fund

life of the class period (October 18, 1993 to December 31, 1996) were 17.34% and
16.56%, and 11.00% and 11.02%, respectively.

The Fund's performance will vary from time to time depending on market
conditions, the composition of its portfolio and its operating expenses. Actual
results for each class of the Fund's shares will vary depending upon the level
of the class' expenses. Thus, at any point in time, investment yields, current
distributions or total returns may be either higher or lower than past results,
and there is no assurance that any historical performance record will continue.
Furthermore, with respect to Class B shares, the investment results will be
reduced for any investor if a contingent deferred sales charge is imposed on the
redemption of the shares. Consequently, any given performance quotation should
not be considered representative of the Fund's performance for any specified
period in the future.

Financial Statements

The audited financial statements of the Fund for the fiscal year ended
December 31, 1996 and the report of the Fund's independent accountants in
connection therewith are included in the Fund's 1996 Annual Report to
Shareholders. The report is incorporated by reference into this Statement of
Additional Information. You can obtain a copy of the Fund's 1996 Annual Report
by writing or calling the Distributor at the address or telephone numbers set
forth on the cover of this Statement of Additional Information.

BURNHAM
----
Fund

[THIS PAGE LEFT INTENTIONALLY BLANK.]

BURNHAM
----
Fund

[THIS PAGE LEFT INTENTIONALLY BLANK.]

BURNHAM
----
Fund

Table of Contents

PAGE
-----

<S> <C>
The Burnham Fund .......................................................... 1

Investment Techniques ..................................................... 2

Investment Restrictions ................................................... 6

Purchase and Redemption of Shares ......................................... 8

Net Asset Value, Dividends, Capital Gains
Distributions and Taxes ............................................... 8

Investment Management and Other Services .................................. 10

Directors and Officers of the Fund ........................................ 13

Services for Shareholders ................................................. 15

Portfolio Turnover and Brokerage .......................................... 16

Determination of Performance .............................................. 17

Financial Statements ...................................................... 18
</TABLE>

Statement of Additional
Information

April 30, 1997

THE BURNHAM FUND INC.

Post-Effective Amendment No. 65

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

The following report and financial statements are incorporated in
Part B by reference to the Fund's Annual Report to Shareholders
for the year ended December 31, 1996:

Report of Independent Accountants for the year ended
December 31, 1996; Statement of Net Assets at December 31, 1996;
Statement of Assets and Liabilities at December 31, 1996;
Statement of Operations for the year ended December 31, 1996;
Statement of Changes in Net Assets for each of the two years in
the period ended December 31, 1996; Notes to Financial
Statements.

(b) Exhibits:

(1) *(a) Articles of
Incorporation.

*(b) Articles of Amendment, dated
October 15, 1993.

*(2) Amended and Restated By-Laws dated
April 21, 1993.

*(4) Specimen stock certificates for Class A
shares, Class B shares and Class C shares
of the Fund.

*(5) Investment Advisory Contract, as
amended through July 1, 1993.

(6) *(a) Distribution Contract, as
amended through July 1, 1993.

*(b) Specimen Selling and Service
Agreement.

- --------
* Previously filed.

C-1

*(8) Custodian Contract.

*(9) Transfer Agency Agreement.

*(10) Opinion and consent of counsel.

(11) Consent of independent accountants.

(14) *(a) The Burnham Fund Inc. Money
Purchase Pension Plan/Profit
Sharing Plan.

*(b) The Burnham Fund Inc. Individual
Retirement Account (IRA).

*(15) Form of Rule 12b-1 Plans for Class A
shares, Class B shares and Class C shares
of the Fund.

*(16) Schedule for Computation of Perfor-
mance Quotations.

(17) Financial Data Schedule

*(18) Rule 18f-3 Multiple Class Plan

*(19) Powers of Attorney.

C-2

Item 25. Persons Controlled by or Under Common Control
with the Fund.

To the knowledge of the Fund, it does not control, is not
controlled by, and is not under common control with any other
person.

Item 26. Number of Holders of Securities.

<TABLE>
<CAPTION>
Number of Record Holders
Title of Class as of March 31, 1997
- -------------- ------------------------
<S> <C>
Class A Shares 7,185
Class B Shares 58
Class C Shares 5
</TABLE>

Item 27. Indemnification.

All officers, directors, employees and agents of the Fund will be
indemnified to the fullest extent permitted by law for any
liabilities of any nature whatsoever incurred in connection with
the affairs of the Fund, except in cases where willful
misfeasance, bad faith, gross negligence or reckless disregard of
duties to the Fund is established. See Article NINTH of
Registrant's Articles of Incorporation for a more complete
description of matters related to indemnification. To this end,
the Fund maintains an Officers' and Directors' Errors and
Omissions Policy.

Item 28. Business and Other Connections of Investment Adviser.

Burnham Asset Management Corporation (the "Adviser"), a Delaware
corporation, engages in no business other than that of investment
counseling for clients, including the Registrant. The business
address for the directors and officers of the Adviser is 1325
Avenue of the Americas, 17th Floor, New York, New York 10019.

The officers and directors of the Adviser and their relationships
with the Fund and with Burnham Securities Inc. (the
"Distributor") are as follows:

C-3

<TABLE>
<CAPTION>
Position with Position with Position with
Name Adviser the Fund the Distributor
- ---- ------------------------ ------------------------ ------------------------
<S> <C> <C> <C>
I.W. Burnham, II Honorary Chairman of Chairman Honorary Chairman of
the Board and Director and Director the Board and
Director

Jon M. Burnham Chairman of the Board, President, Chief Executive Chairman of the
Chief Executive Officer Officer and Director Board, Chief Execu-
and Director tive Officer and
Director

George Stark Senior Vice President None Senior Vice President

Debra B. Hyman Vice President and Executive Vice President Vice President
Director

Michael E. Barna First Vice President First Vice President, None
and Assistant Secretary Chief Financial
Officer, Secretary
and Treasurer

Frank A. Passantino Vice President Vice President and Vice President
Assistant Secretary

George Sommerfeld Executive Vice None Executive Vice
President and Chief President and Chief
Operating Officer Operating Officer

Ronald M. Geffen Managing Director Vice President Managing Director
</TABLE>

The principal business employment of each officer and director is as
indicated above and as indicated in Part A of this Registration Statement under
"Directors and Officers of the Fund."

C-4

Item 29. Principal Underwriters.

(a) Burnham Securities Inc. is the principal distributor
of the Registrant's shares.

(b) The officers and directors of the Distributor who
also serve the Fund are as follows:

<TABLE>
<CAPTION>
Position with Position with
Name Distributor Fund
- ---- ------------- -------------
<S> <C> <C>
I.W. Burnham, II Honorary Chairman of Honorary Chairman of
the Board and the Board and
Director Director

Jon M. Burnham Chairman of the President, Chief
Board, Chief Executive Executive Officer
Officer and Director and Director

Debra B. Hyman Vice President Executive Vice
President

Ronald M. Geffen Managing Director Managing Director

Frank A. Passantino Vice President Vice President and
Assistant Secretary
</TABLE>

The principal business address of all such persons is 1325 Avenue of
the Americas, 17th Floor, New York, New York 10019.

(c) No commissions or other compensation have been paid by the
Fund, directly or indirectly, to any principal underwriter
who is not an affiliated person of the Fund or an
affiliated person of such an affiliated person during the
last fiscal year.

Item 30. Location of Accounts and Records.

Burnham Asset Management Corporation
1325 Avenue of the Americas, 17th Floor
New York, New York 10019

State Street Bank and Trust Company
1776 Heritage Drive
Quincy, Massachusetts 02171

Item 31. Management Services.

The Fund has not entered into any management-related service
contracts not discussed in Part A or B of this Registration
Statement.

C-5

Item 32. Undertakings.

(a) The Fund undertakes that, for as long as it does
not hold annual meetings for the election of
directors, the Board of Directors shall promptly call a
meeting of shareholders for the purpose of voting
upon the question of removal of any director or
directors when requested in writing to do so by the
record holders of not less than 10 percent of the
outstanding shares of common stock of the Fund.
The Fund further undertakes not to issue shares
for consideration other than cash.

(b) The Fund undertakes to provide its Annual Report to
Shareholders to each person that receives the Fund's
prospectus upon request and without charge.

C-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, 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
Post-Effective Amendment to be signed on its behalf by the undersigned thereunto
duly authorized in the City and State of New York on the 25th day of April,
1997.

THE BURNHAM FUND INC.

By /s/ Michael E. Barna
--------------------
Michael E. Barna
First Vice President

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 65 to the Registration Statement on
Form N-1A has been signed below by the following persons in the capacities and
on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ I.W. Burnham, II* Chairman April 25, 1997
- ---------------------------------------- and Director
I.W. Burnham, II

/s/ Jon M. Burnham* President Chief April 25, 1997
- ---------------------------------------- Executive Officer
Jon M. Burnham and Director

/s/ Claire B. Benenson* Director April 25, 1997
- ----------------------------------------
Claire B. Benenson

/s/ Alvin P. Gutman* Director April 25, 1997
- ----------------------------------------
Alvin P. Gutman

/s/ William W. Karatz* Director April 25, 1997
- ----------------------------------------
William W. Karatz

/s/ John C. McDonald* Director April 25, 1997
- ----------------------------------------
John C. McDonald
- --------
* By /s/ Michael E. Barna
------------------------
Michael E. Barna
Attorney-in-fact under
powers previously filed.

</TABLE>

C-7

<TABLE>
<S> <C> <C>
/s/ Donald B. Romans* Director April 25, 1997
Donald B. Romans

/s/ Robert F. Shapiro* Director April 25, 1997
Robert F. Shapiro

/s/ Robert M. Shavick* Director April 25, 1997
Robert M. Shavick

/s/ David H. Solms* Director April 25, 1997
David H. Solms

/s/ Robert S. Weinberg* Director April 25, 1997
Robert S. Weinberg

/s/ Robert J. Wilbur* Director April 25, 1997
Robert J. Wilbur
</TABLE>

C-8

STATEMENT OF DIFFERENCES
------------------------

The dagger symbol shall be expressed as..................... `D'.
The double dagger symbol shall be expressed as ............. `DD'.
Mathematical powers normally expressed as superscript
shall be preceded by...................................... 'pp'.

The Burnham Fund Inc.

File No. 2-17226

EXHIBITS

POST-EFFECTIVE AMENDMENT NO. 65

REGISTRATION STATEMENT ON

FORM N-lA

THE BURNHAM FUND INC.

Post-Effective Amendment No. 65

Exhibits:

(1) *(a) Articles of Incorporation.

*(b) Articles of Amendment, dated October
15, 1993.

*(2) Amended and Restated By-Laws dated April 21,
1993.

*(4) Specimen stock certificates for Class A
shares, Class B shares and Class C shares of
the Fund.

*(5) Investment Advisory Contract, as amended
through July 1, 1993.
- --------
* Previously filed.

(6) *(a) Distribution Contract, as amended
through July 1, 1993.

*(b) Specimen Selling and Service Agreement.

*(8) Custodian Contract.

*(9) Transfer Agency Agreement.

*(10) Opinion and consent of counsel.

(11) Consent of independent accountants.

(14) *(a) The Burnham Fund Inc. Money Purchase
Pension Plan/Profit Sharing Plan.

*(b) The Burnham Fund Inc. Individual
Retirement Account (IRA).

*(15) Form of Rule 12b-1 Plans for Class A shares,
Class B shares and Class C shares of the
Fund.

*(16) Schedule for Computation of
Performance Quotations.

(17) Financial Data Schedule

*(18) Rule 18f-3 Multiple Class Plan

*(19) Powers of Attorney.

- --------
* Previously filed.

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in Post-Effective
Amendment No. 65 to the Registration Statement of The Burnham
Fund Inc. on Form N-1A of our report dated January 20, 1997 on
our audit of the financial statements and financial highlights
of The Burnham Fund Inc. which report is included in its Annual
Report to Shareholders which is also incorporated by reference
in this Post-Effective Amendment to the Registration Statement.
We also consent to the references to our Firm in the Prospectus
under the captions "Financial Highlights" and "Independent
Accountants" and in the Statement of Additional Information
under the captions "Independent Accountants" and "Financial
Statements."

COOPERS & LYBRAND L.L.P.

New York, New York

April 29, 1997

<PAGE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BURNHAM
FUND INC. ANNUAL REPORT DATED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY.
</LEGEND>
<CIK> 0000030126
<NAME> THE BURNHAM FUND INC.
<SERIES>
<NUMBER> 001
<NAME> CLASS A SHARES
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 89,908,982
<INVESTMENTS-AT-VALUE> 118,652,527
<RECEIVABLES> 513,404
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 118,652,527
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 184,441
<TOTAL-LIABILITIES> 184,441
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 84,278,935
<SHARES-COMMON-STOCK> 4,577,959
<SHARES-COMMON-PRIOR> 4,832,332
<ACCUMULATED-NII-CURRENT> 2,427,853
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,531,157
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28,230,141
<NET-ASSETS> 118,468,086
<DIVIDEND-INCOME> 2,062,066
<INTEREST-INCOME> 1,842,189
<OTHER-INCOME> 0
<EXPENSES-NET> 1,476,714
<NET-INVESTMENT-INCOME> 2,427,541
<REALIZED-GAINS-CURRENT> 5,392,607
<APPREC-INCREASE-CURRENT> 10,669,966
<NET-CHANGE-FROM-OPS> 18,490,114
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,637,095)
<DISTRIBUTIONS-OF-GAINS> (4,155,898)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 44,731
<NUMBER-OF-SHARES-REDEEMED> (556,676)
<SHARES-REINVESTED> 257,573
<NET-CHANGE-IN-ASSETS> 5,787,534
<ACCUMULATED-NII-PRIOR> 882,239
<ACCUMULATED-GAINS-PRIOR> 4,078,887
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 711,676
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,477,060
<AVERAGE-NET-ASSETS> 113,035,956
<PER-SHARE-NAV-BEGIN> 23.19
<PER-SHARE-NII> 0.51
<PER-SHARE-GAIN-APPREC> 3.36
<PER-SHARE-DIVIDEND> (0.55)
<PER-SHARE-DISTRIBUTIONS> (0.86)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 25.65
<EXPENSE-RATIO> 1.3
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

<PAGE>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 89,908,982
<INVESTMENTS-AT-VALUE> 118,139,123
<RECEIVABLES> 513,404
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 118,652,527
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 184,441
<TOTAL-LIABILITIES> 184,441
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 84,278,935
<SHARES-COMMON-STOCK> 39,490
<SHARES-COMMON-PRIOR> 27,030
<ACCUMULATED-NII-CURRENT> 2,427,853
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,531,157
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28,230,141
<NET-ASSETS> 118,468,086
<DIVIDEND-INCOME> 2,062,066
<INTEREST-INCOME> 1,842,189
<OTHER-INCOME> 0
<EXPENSES-NET> 1,476,714
<NET-INVESTMENT-INCOME> 2,427,541
<REALIZED-GAINS-CURRENT> 5,392,607
<APPREC-INCREASE-CURRENT> 10,669,966
<NET-CHANGE-FROM-OPS> 18,490,114
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,330)
<DISTRIBUTIONS-OF-GAINS> (23,246)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,016
<NUMBER-OF-SHARES-REDEEMED> (807)
<SHARES-REINVESTED> 1,251
<NET-CHANGE-IN-ASSETS> 5,787,534
<ACCUMULATED-NII-PRIOR> 882,239
<ACCUMULATED-GAINS-PRIOR> 4,078,887
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 711,676
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,477,060
<AVERAGE-NET-ASSETS> 877,920
<PER-SHARE-NAV-BEGIN> 23.45
<PER-SHARE-NII> 0.21
<PER-SHARE-GAIN-APPREC> 3.69
<PER-SHARE-DIVIDEND> (0.18)
<PER-SHARE-DISTRIBUTIONS> (0.86)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.31
<EXPENSE-RATIO> 2.1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

<PAGE>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 89,908,982
<INVESTMENTS-AT-VALUE> 118,139,123
<RECEIVABLES> 513,404
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 118,652,527
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 184,441
<TOTAL-LIABILITIES> 184,441
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 84,278,935
<SHARES-COMMON-STOCK> 131
<SHARES-COMMON-PRIOR> 126
<ACCUMULATED-NII-CURRENT> 2,427,853
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,531,157
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28,230,141
<NET-ASSETS> 118,468,086
<DIVIDEND-INCOME> 2,062,066
<INTEREST-INCOME> 1,842,189
<OTHER-INCOME> 0
<EXPENSES-NET> 1,476,714
<NET-INVESTMENT-INCOME> 2,427,541
<REALIZED-GAINS-CURRENT> 5,392,607
<APPREC-INCREASE-CURRENT> 10,669,966
<NET-CHANGE-FROM-OPS> 18,490,114
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (27)
<DISTRIBUTIONS-OF-GAINS> (108)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 6
<NET-CHANGE-IN-ASSETS> 5,787,534
<ACCUMULATED-NII-PRIOR> 882,239
<ACCUMULATED-GAINS-PRIOR> 4,078,887
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 711,676
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,477,060
<AVERAGE-NET-ASSETS> 3,099
<PER-SHARE-NAV-BEGIN> 23.10
<PER-SHARE-NII> 0.29
<PER-SHARE-GAIN-APPREC> 3.37
<PER-SHARE-DIVIDEND> (0.21)
<PER-SHARE-DISTRIBUTIONS> (0.86)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 25.69
<EXPENSE-RATIO> 2.2
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

<PAGE>