MATTERHORN GROWTH FUND INC
N-30D, 1996-09-09
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                       [MATTERHORN GROWTH FUND, INC. LOGO}

Dear Shareholders,

     At a special  meeting on March 14, 1996  shareholders  approved a change in
name  from  The 44 Wall  Street  Equity  Fund  to The  Matterhorn  Growth  Fund.
Shareholders  also approved  Matterhorn Asset Management  Corporation as the new
Investment Advisor to the Fund. We look forward to serving the Matterhorn Growth
Fund and its shareholders and are confident that changes which have already been
initiated will have a positive impact on the Fund.

     As  discussed  in our semi - annual  report  broad  market  trends  are not
expected  to push the  market up in 1996 like they did in 1995,  a year in which
the Fund  appreciated  25.28%.  However,  by utilizing a "growth at a reasonable
price"   philosophy  and  seeking  out   underfollowed   and  undervalued  small
capitalization  stocks we were able to  appreciate  10.24% for the semi - annual
period  from  January  1,  1996 to June  30,  1996.  This  return  exceeded  the
performance  of the  Standard & Poor's 500 which rose  10.10% over the same time
period. For the fiscal year ended June 30, 1996 the Fund gained 11.60%.

     The volatility that the market has experienced since June 30 might push the
Fund in either  direction  by year end.  In fact,  since  the  beginning  of the
calendar  year the Fund hit a high of $7.30  (up  14.96%).  However,  a call for
fluctuating prices in the future is guaranteed to be a prescient  forecast.  The
most important thing for investors to do is to keep their eye on the longer term
trends in place which we continue to be very  optimistic  about.  The economy is
growing  but not too  rapidly.  Productivity  boosts  should  result in  healthy
increases in corporate earnings while at the same time moderate inflation should
allow interest rates to remain moderate.

     We  have  constructed  a  portfolio  that  should  provide  investors  with
excellent long term  appreciation and moderate  downside risk. During the period
we chose to concentrate  investments primarily in technology,  health care, real
estate, financial services and gaming.

     Among the major  holdings in the technology  field were Sterling  Software,
National Data Corp. and Microchip Technology, Inc. which have worked out well to
date.

     In health care we favored Maxxim Medical,  United Health Care, and GranCare
Inc. which dampened overall performance but we feel are poised to improve.

     In real estate our principal  investments were in smaller companies such as
Americana Hotels & Realty Corp., One Liberty  Properties and Mark Centers Trust.
These stocks were steady performers as the value of their underlying real estate
has been appreciating.
<PAGE>
     Financial  Services  companies  such  as Dean  Witter  Discover  and  Chase
Manhattan Corp.  also helped the  portfolio.  These are interest rate sensitive
stocks, meaning they generally appreciate when interest rates decline.

     Finally, our gaming stocks also had a positive impact on the portfolio. In
particular Sodak Gaming proved a rewarding investment.

     We appreciate your interest in The Matterhorn Growth Fund and will continue
to do our best to provide for capital appreciation of your holdings.

                                Sincerely Yours,


<TABLE>
<CAPTION>
<S>                                <C>                                      <C>   
Gregory A. Church                  Sheldon E. Goldberg                      Mark Beckerman

/s/Gregory A. Church               /s/Sheldon E. Goldberg                   /s/Mark Beckerman
President                          Chairman                                 Portfolio Manager
Matterhorn Growth Fund             Matterhorn Asset Management Corp.        Matterhorn Growth Fund
</TABLE>

           COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE
                 MATTERHORN GROWTH FUND AND THE S&P 500 INDEX.

<TABLE>
<CAPTION>
                         09/27/88* 06/30/89  06/30/90  06/30/91  06/30/92  06/30/93  06/30/94  06/30/95  06/30/96 
                         --------  --------  --------  --------  --------  --------  --------  --------  -------- 
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     
Matterhorn Growth Fund    $10,000   $12,279   $13,799   $14,216   $15,441   $19,902   $21,017   $25,085   $27,996 
S&P 500 Stock Index       $10,000   $12,131   $14,161   $15,222   $17,250   $19,601   $19,875   $25,046   $31,566 

In Dollars                                           
</TABLE>
*Previous  periods during which the Fund was advised by another  advisor are not
 shown. Past performance is not predictive of future performance.


            Annual Average Total Return Periods Ended June 30, 1996.

                         1 Year                   11.60% 
                         5 Years                  14.50% 
                         Inception (9/27/88)*     14.18% 
<PAGE>
                        The Matterhorn Growth Fund, Inc.

PORTFOLIO OF INVESTMENTS at June 30, 1996
- --------------------------------------------------------------------------------
  Shares   COMMON STOCKS: 84.85%                        Market Value
- --------------------------------------------------------------------------------

           Airline Transport: 0.44%
   4,000   Frontier Airlines* ...........................   $ 38,500
                                                            --------

           Automobile Parts: .63%
   2,500   Breed Technology .............................     55,937
                                                            --------

           Banking: 3.78%
   2,500   Chase Manhattan Corp. ........................    176,562
   2,525   First Chicago NBD Corp. ......................     98,791
   2,500   Signet Banking ...............................     58,125
                                                            --------
                                                             333,478
                                                            --------

           Beverage: 1.86%
   3,000   Cadbury Schweppes PLC, ADR ...................     96,750
   1,500   Panamerican Beverages, Inc. ..................     67,125
                                                            --------
                                                             163,875
                                                            --------

           Broadcast / Cable TV: 4.92%
   5,000   Comcast U.K. Cable Partners Ltd., ADR* .......     62,500
  20,000   Jones Intercable, Inc., Class A* .............    262,500
 152,000   Spectravision, Inc. Rights, Expires 10/8/1997*          0
   3,000   Telecommunications, Inc., Class A* ...........     54,000
   3,000   US West Media Group* .........................     54,750
                                                            --------
                                                             433,750
                                                            --------

           Computer Peripherals: 1.33%
   2,000   Sun Microsystems* ............................    117,500
                                                            --------

           Computer Software & Services: 5.66%
   5,000   Alpharel, Inc.* ..............................     29,687
   2,500   National Data Corp. ..........................     85,625
   2,500   Platinum Technology, Inc.* ...................     37,500
   4,500   Sterling Software, Inc.* .....................    346,500
                                                            --------
                                                             499,312
                                                            --------

           Consumer Services: 0.44%
   2,500   Kinder Care Learning Centers, Inc.* ..........     38,437
                                                            --------
                                                                               3
<PAGE>
                        The Matterhorn Growth Fund, Inc.

PORTFOLIO OF INVESTMENTS at June 30, 1996, Continued
- --------------------------------------------------------------------------------
  Shares                                                Market Value
- --------------------------------------------------------------------------------

           Diversified: 6.78%
 160,000   China Industrial Group, Inc.* ................ $  135,000
  57,004   United Capital Corp.* ........................    463,158
                                                            --------
                                                             598,158
                                                            --------

           Drugs: 0.02%
      25   Merck & Co., Inc. ............................      1,616
                                                            --------

           Environmental: 0.53%
   2,500   Trigen Energy ................................     47,187
                                                            --------

           Financial Services: 3.76%
   5,000   Dean Witter Discover .........................    286,250
   2,500   SPS Transaction Services, Inc.* ..............     45,000
                                                            --------
                                                             331,250
                                                            --------

           Food Wholesalers: 0.00%
       1   Richfood Holdings, Inc. ......................         32
                                                            --------

           Hotel / Gaming: 10.62%
   6,077   Grand Casinos* ...............................    156,483
  10,000   GTECH Holdings Corp.* ........................    296,250
   6,500   Sodak Gaming, Inc.* ..........................    198,250
  10,000   Trump Hotel & Casino* ........................    285,000
                                                            --------
                                                             935,983
                                                            --------

           Industrial Services: 1.50%
   5,000   Sport Supply Group ...........................     30,625
   4,000   World Color Press* ...........................    101,500
                                                            --------
                                                             132,125
                                                            --------

           Insurance: 2.40%
   5,000   John Alden Financial .........................    110,625
   5,000   Stewart Information Services Corp. ...........    100,625
                                                            --------
                                                             211,250
                                                            --------

           Manufactured Housing / Rec Vehicles: 0.44%
   3,000   National RV Holdings, Inc.* ..................     39,000
                                                            --------

4
<PAGE>
                        The Matterhorn Growth Fund, Inc.

PORTFOLIO OF INVESTMENTS at June 30, 1996, Continued
- --------------------------------------------------------------------------------
  Shares                                  Market Value
- --------------------------------------------------------------------------------
           Maritime: 1.08%
    5,000  Sea Containers, Ltd., Class A ..   $ 95,000
                                              --------
           Medical Services: 6.71%
    2,500  Caremark International ........      63,125
    5,000  GranCare, Inc.* ...............      99,375
   10,000  Maxxim Medical, Inc.* .........     171,250
    1,500  Sierra Health Services* .......      47,250
    3,000  United Health Care ............     151,500
    2,500  Value Health* .................      59,063
                                              --------
                                               591,563
                                              --------

           Petroleum: 0.99%
    1,000  Exxon Corp. ...................      86,875
                                              --------

           Real Estate Investment Trust: 15.91%
  267,300  Americana Hotel & Realty Corp.*     367,538
    5,000  Chicago Dock & Canal Trust SBI       73,125
   28,600  Mark Centers Trust ............     296,725
   50,000  One Liberty Properties, Inc. ..     665,625
                                              --------
                                             1,403,013
                                              --------

           Recreational: 1.40%
    5,000  WMS Industries, Inc.* .........     123,125
                                              --------

           Restaurants: 1.84%
    1,000  Host Marriott Services* .......       7,250
   18,500  Spaghetti Warehouse, Inc.* ....      99,438
    3,000  Wendy's International .........      55,875
                                              --------
                                               162,563
                                              --------

           Retailing: 6.24%
   40,000  The First Years, Inc. .........     550,000
                                              --------

           Semiconductor: 2.69%
   5,000   Elamex, S.A. de C.V.* .............  48,750
   2,500   LSI Logic Corp.* ..................  65,000
   5,000   Microchip Technology, Inc.* ....... 123,750
                                              --------
                                               237,500
                                              --------

                                                                               5
<PAGE>
                        The Matterhorn Growth Fund, Inc.

PORTFOLIO OF INVESTMENTS at June 30, 1996, Continued
- --------------------------------------------------------------------------------
  Shares                                                       Market Value
- --------------------------------------------------------------------------------
           Telecommunications Services: 2.88%
   5,000   MCI Communications Corp. .........................   $   127,500
   3,000   Sprint Corp. .....................................       126,000
                                                                -----------
                                                                    253,500
                                                                -----------

           Total Common Stocks (cost $7,151,791) ............     7,480,529
                                                                -----------

           PREFERRED STOCKS: 4.56%
- -------------------------------------------------------------------------------
           Maritime: 1.07%
   2,000   Sea Containers, Ltd, Class E .....................        94,000
                                                                -----------

           Real Estate Investment Trust: 2.66%
  14,100   One Liberty Properties, Inc. .....................       234,413
                                                                -----------

           Restaurants: 0.83%
   6,000   Flagstar Cos, Inc. ...............................        73,500
                                                                -----------

           Total Preferred Stocks (cost $440,958) ...........       401,913
                                                                -----------

Principal
Amount     BONDS: 3.69% 
- --------------------------------------------------------------------------------
           Financial Services: 0.01%
 $   850   Everen Capital Corp., 13.50%, due 9/15/2007 .                914
                                                                -----------

           Medical Services: 3.68%
 300,000   Maxxim Medical, Inc., 6.75%, due 3/1/2003 ........       324,375
                                                                -----------

           Total Bonds (cost $299,000) ......................       325,289
                                                                -----------

           REPURCHASE AGREEMENTS: 9.98%                          
- --------------------------------------------------------------------------------
 880,000   Star Bank Repurchase Agreement, 5.0%, due 7/1/1996,
           collateralized by $1,430,479 GNMA, 7.0% due 5/20/2022,
           (cost $880,000) ..................................      880,000
                                                                ----------- 
6
<PAGE>
                        The Matterhorn Growth Fund, Inc.

PORTFOLIO OF INVESTMENTS at June 30, 1996, Continued
- --------------------------------------------------------------------------------
Shares  PUT OPTIONS PURCHASED: 0.79%                              Market Value
- --------------------------------------------------------------------------------
        Common Stocks / Expiration Date / Exercise Price
- --------------------------------------------------------------------------------
    50  Sterling Commerce 7/20/1996 / $40.00 .............          $   21,562  
    50  Sterling Commerce 10/19/1996 / $40.00 ............              48,125  
                                                                    ----------  
                                                                        69,687  
                                                                    ----------  
                                                                    
        Total (cost $47,700) .............................              69,687
                                                                    ----------  

        Total Investment in Securities (cost $8,819,449+): 103.87%   9,157,418
        Liabilities less Other Assets: (3.87)% ...........            (341,610)
                                                                    ----------  
        Total Net Assets: 100.0% .........................          $8,815,808
                                                                    ==========

*Non-income producing security.

+ At June 30,  1996,  the cost of  securities  for  Federal tax  purposes  was
$8,856,293.  Unrealized appreciation and depreciation of securities,  based on
cost for Federal income tax purposes, was as follows:

        Gross unrealized appreciation.....................          $1,439,689
        Gross unrealized depreciation.....................           1,138,564
                                                                    ---------- 
        Net unrealized appreciation.......................          $  301,125
                                                                    ==========
 
See notes to financial statements.

                                                                              7
<PAGE>
                        The Matterhorn Growth Fund, Inc.

STATEMENT OF ASSETS AND LIABILITIES at June 30, 1996
- --------------------------------------------------------------------------------
ASSETS
   Investments in securities, at value (identified cost $8,819,449) $ 9,157,418
   Cash                                                                     241
   Receivables:
        Dividends and interest...........................                37,300
        Investment securities sold.......................                97,412
        Capital stock sold...............................                80,349
   Other assets..........................................                13,527
                                                                    -----------
              Total assets...............................             9,386,247
                                                                    -----------

LIABILITIES
   Payable for investment securities purchased...........               555,000
   Accrued expenses and other............................                15,439
                                                                    -----------
        Total liabilities................................               570,439
                                                                    -----------


NET ASSETS...............................................           $ 8,815,808
                                                                    ===========

   Net asset value, offering and redemption price per share
        ($8,815,808/1,259,352 shares outstanding;
        100,000,000 shares authorized with $.001 par value)               $7.00
                                                                          =====

SOURCES OF NET ASSETS
   Paid-in capital.......................................           $ 7,463,528
   Accumulated net investment loss.......................              (148,883)
   Accumulated net realized gain on investments..........             1,163,194
   Net unrealized appreciation of investments............               337,969
                                                                    -----------
              Net assets.................................           $ 8,815,808
                                                                    ===========

See notes to financial statements.
                                                                               8
<PAGE>
                        The Matterhorn Growth Fund, Inc.

STATEMENT OF OPERATIONS - Year Ended June 30, 1996
- --------------------------------------------------------------------------------
INVESTMENT INCOME
   Income
        Dividends........................................            $  184,009
        Interest.........................................                51,399
                                                                     ----------
                 Total investment income.................               235,408
                                                                     ----------
   Expenses
        Advisory fees (Note 3)...........................                90,749
        Administration fee (Note 3)......................                23,345
        Custodian and accounting fees....................                25,666
        Transfer agent fees..............................                58,329
        Auditing fees....................................                38,402
        Legal fees.......................................                47,577
        Administrative and clerical......................                43,399
        Office facilities................................                16,565
        Directors fees...................................                 4,027
        Registration fees................................                 7,603
        12b-1 expense (Note 3)...........................                 6,755
        Reports to shareholders..........................                16,338
        Miscellaneous....................................                 3,721
        Interest on bank loans (Note 6)..................                 1,815
                                                                     ----------
                 Total expenses..........................               384,291
                                                                     ----------
                 Net investment loss.....................              (148,883)
                                                                     ----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain on:
        Investments......................................             1,735,434
        Options..........................................                33,436
                                                                     ----------
              Total net realized gain....................             1,768,870
   Unrealized depreciation of investments for the period               (614,509)
                                                                     ----------
              Net realized and unrealized gain on investments         1,154,361
                                                                     ----------
                Net Increase in Net Assets Resulting from Operations $1,005,478
                                                                     ==========


See notes to financial statements.
                                                                               9
<PAGE>
                        The Matterhorn Growth Fund, Inc.
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS Years ended June 30, 1996 and 1995.
- ------------------------------------------------------------------------------------------------------------
                                                                                1996                  1995
- ------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                   <C>         
INCREASE IN NET ASSETS FROM:
OPERATIONS
Net investment loss .....................................................  $  (148,883)          $  (206,229)
Net realized gain on investments ........................................    1,768,870               438,078
Unrealized appreciation (depreciation) of investments ...................     (614,509)            1,252,472
                                                                           -----------           ----------- 
     Net increase in net assets resulting from operations ...............    1,005,478             1,484,321
                                                                           -----------           ----------- 

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on investments ........................................     (765,908)             (136,528)
                                                                           -----------           ----------- 

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ...............................................      255,949               212,291
Net asset value of shares issued on reinvestment of distributions........      727,336               128,438
Cost of shares redeemed .................................................   (1,400,287)             (896,170)
                                                                           -----------           ----------- 
Net decrease from capital share transactions ............................     (417,002)             (555,441)
                                                                           -----------           ----------- 
         Total increase (decrease) in net assets ........................     (177,432)              792,352

NET ASSETS
Beginning of year .......................................................    8,993,240             8,200,888
                                                                           -----------           ----------- 
End of year .............................................................  $ 8,815,808           $ 8,993,240
                                                                           ===========           =========== 

CHANGE IN SHARES
Shares sold .............................................................       37,245                34,909
Shares issued on reinvestment of distributions ..........................      115,085                23,100
Shares redeemed .........................................................     (200,891)             (147,078)
                                                                           -----------           ----------- 
Net decrease ............................................................      (48,561)              (89,069)
                                                                           ===========           =========== 
</TABLE>

See notes to financial statements.
10
<PAGE>
                        The Matterhorn Growth Fund, Inc.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the period
- ------------------------------------------------------------------------------------------------------------
                                                                          Years Ended June 30,
                                                          ------------------------------------------------
                                                             1996+     1995     1994       1993*     1992*
                                                             -----     ----     ----       -----     -----
<S>                                                       <C>       <C>       <C>        <C>        <C>    
Net asset value, beginning of year .....................  $  6.88   $  5.87   $   7.09   $   6.30   $  5.80
                                                          -------   -------   --------   --------   -------
Income from investment operations:
         Net investment loss ...........................     (.12)     (.17)      (.17)      (.04)     (.07)
         Net realized and unrealized gain on investments      .85      1.28        .71       1.77       .57
                                                          -------   -------   --------   --------   -------
Total from investment operations .......................      .73      1.11        .54       1.73       .50
                                                          -------   -------   --------   --------   -------

Less distributions:
         Dividends from net realized gains .............     (.61)     (.10)     (1.76)      (.94)       --
                                                          -------   -------   --------   --------   -------
Total distributions ....................................     (.61)     (.10)     (1.76)      (.94)       --
                                                          -------   -------   --------   --------   -------

Net asset value, end of year ...........................  $  7.00 $    6.88   $   5.87   $   7.09   $  6.30
                                                          =======   =======   ========   ========   =======

Total return ...........................................    11.60%    19.32%      5.60%     28.89%     8.62%
Ratios/supplemental data:
Net assets, end of year (000 omitted) ..................  $ 8,816   $ 8,993   $  8,201   $  8,048   $ 4,430
Ratio to average net assets:
         Expenses (excluding interest) .................     4.21%     4.62%      4.87%      4.27%     5.17%
         Interest expense ..............................      .02       .56        .14        .12       .16
                                                          -------   -------   --------   --------   -------
         Total expenses ................................     4.23%     5.18%      5.01%      4.39%     5.33%
                                                          =======   =======   ========   ========   =======
         Net investment loss ...........................    (1.64)    (2.50)     (2.77)      (.62)    (1.11)
                                                          =======   =======   ========   ========   =======

Portfolio turnover rate ................................    88.32%    72.11%    160.06%    167.27%   135.89%
                                                          =======   =======   ========   ========   =======

(B) BANK LOANS

Amount outstanding at end of year (000) ................  $    --   $   366   $     27   $     --   $    --
Average amount of bank loans outstanding during
         the year (monthly average) (000) ..............  $    12   $   456   $     44   $     49   $    54
Average number of shares outstanding during
         the year (monthly average) (000)* .............    1,306     1,369      1,268        773       662
Average amount of debt per share during the year .......  $   .01   $   .33   $    .03   $    .06   $   .08
</TABLE>
*Based on average month-end shares outstanding.

+On March 15,  1996,  the  investment  adviser  changed,  and  Matterhorn  Asset
Management Corporation became the Fund's investment adviser.


See notes to financial statements.
                                                                              11
<PAGE>
                        The Matterhorn Growth Fund, Inc.

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION

     The  Matterhorn  Growth Fund,  Inc. (the "Fund") is a Maryland  corporation
incorporated on May 2, 1980 and is registered  under the Investment  Company Act
of 1940 as a non-diversified,  open-end management  investment company. The Fund
was formerly known as The 44 Wall Street Equity Fund, Inc.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

     A. Security  Valuation.  Investments  in securities  are valued daily based
        upon  latest  closing  market  prices  for  those  securities  traded on
        national securities exchanges,  or if there has been no sale that day at
        the mean between the last bid and asked  prices,  and at the closing bid
        price  for  those  securities  traded  in the  over-the-counter  market.
        Short-term  investments with less than 60 days to maturity when acquired
        by the Fund are valued on an amortized cost basis.  All other securities
        and assets are valued at fair value,  as determined in good faith by the
        Board of Directors.

     B. Equity  Option  Contracts.  When the  Fund  writes  a call  option,  the
        premiums received are recorded as a liability and marked-to-market daily
        to reflect  the  current  value of the option  written.  If the  written
        option is not exercised  prior to  expiration,  the premium  received is
        treated as  realized  gain.  If the  written  option is  exercised,  the
        premium  received  is  added  to the  sale  proceeds  of the  underlying
        security.

            The  premium  paid by the  Fund for the  purchase  of an  option  is
        included as an investment and is  marked-to-market  daily to reflect the
        current value of the option  purchased.  If the purchased  option is not
        exercised  prior to expiration,  the premium paid is treated as realized
        loss. If the Fund  exercised a call option,  the cost of the security is
        increased by the premium paid to buy the call.  If the Fund  exercises a
        put option,  it realizes a gain or loss from the sale of the  underlying
        security  and the proceeds  from such sale are  decreased by the premium
        originally paid.

     C. Security   Transactions  and  Related  Investment   Income.   Securities
        transactions are accounted for on the trade date, and dividend income is
        recorded on the  ex-dividend  date.  Interest  income is recorded on the
        accrual basis.  The cost of securities sold is determined on a first-in,
        first out basis for both  financial  statement  and  federal  income tax
        purposes.

     D. Federal  Income  Taxes.  It is the  Fund's  policy  to  comply  with the
        requirements  of the  Internal  Revenue  Code  applicable  to  regulated
        investment  companies  and to  distribute  all of its taxable  income to
        shareholders.   Therefore,  no  provision  for  federal  income  tax  is
        required.

     E. Dividends and Distributions to Shareholders. Dividends and distributions
        to   shareholders   are  recorded  on  the  ex-dividend   date.   Income
        distributions   and  capital  gain   distributions   are  determined  in
        accordance with income tax  regulations  which may differ from generally
        accepted accounting principles.
12
<PAGE>
                        The Matterhorn Growth Fund, Inc.

NOTES TO FINANCIAL STATEMENTS, Continued
- --------------------------------------------------------------------------------

     F. Use of Estimates.  The preparation of financial statements in conformity
        with generally accepted  accounting  principles  requires  management to
        make  estimates  and  assumptions  that affect the  reported  amounts of
        assets  and  liabilities   and  disclosure  of  contingent   assets  and
        liabilities  at the date of the  financial  statements  and the reported
        amounts of increases  and  decreases in net assets  during the reporting
        period. Actual results could differ from those estimates.

NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     A. Investment Advisory Agreements. On March 15, 1996, the Fund entered into
        an Advisory Agreement with Matterhorn Asset Management  Corporation (the
        "Adviser") for  investment  advisory  services,  under which the Adviser
        receives a fee,  payable  monthly,  at the  annual  rate of 1.00% of the
        Fund's  daily  average  net  assets.  Prior  to  that  date,  MDB  Asset
        Management  was the  investment  adviser to the Fund and also received a
        1.00% annual fee rate for its  services.  Advisory fee paid to MDB Asset
        Management for the fiscal year ended June 30, 1996 totaled $63,742.

            The Fund is responsible for its own operating expenses,  as defined.
        Pursuant to its investment advisory agreement with the Fund, the Adviser
        has agreed  until March 15, 1998,  to  reimburse  the Fund to the extent
        that the Fund's operating expenses (excluding interest, taxes, brokerage
        commissions   and  other   portfolio   transaction   expenses,   capital
        expenditures  and  extraordinary  expenses)  exceeds  4% of  the  Fund's
        average net assets. In addition,  the Adviser will reimburse the Fund if
        expenses  exceed  those  limits  prescribed  by any state in which  Fund
        shares are offered for sale. Fund shares are not currently registered in
        any state  which  requires  the Fund to be  reimbursed  for such  excess
        expenses.

     B. Distribution Agreements.  Bainbridge & Co. ("Bainbridge") and Cumberland
        Brokerage  Corporation  ("Cumberland") act as co-distributors for shares
        of the Fund pursuant to a distribution  Agreement  dated March 15, 1996.
        Bainbridge and Cumberland are affiliates of the Adviser.  Prior to March
        15, 1996,  Beckerman & Company,  Inc.  ("BecCo")  acted as the principal
        underwriter  for the  Fund.  Commissions  paid  to  BecCo  for  services
        rendered as a registered broker-dealer in executing portfolio trades for
        the Fund amounted to $9,056 for the fiscal year ended June 30, 1996.

     C. Distribution   Plan.  The  Fund  has  adopted  a  Distribution  Plan  in
        accordance with Rule 12b-1 under the Investment Company Act of 1940. The
        Plan  provides  that the Fund  will pay  Bainbridge  and  Cumberland  an
        aggregate distribution fee, payable monthly, at the annual rate of 0.25%
        of the Fund's  average  daily net assets.  The fee is paid to Bainbridge
        and Cumberland as compensations for their services rendered.

     D. Administration  Agreement.  Pursuant to an administration agreement with
        Investment Company Administration Corporation  ("Administrator") entered
        on March 15, 1996,  the Fund pays ICAC for its services a monthly fee at
        the annual rate of 0.10% of the Fund's average daily net assets, subject
        to a  minimum  annual  fee of  $45,000  for the first  year and  $40,000
        thereafter.

     E. Other.  The Fund pays each Directors who are not "interested  persons" a
        $250  attendance  fee and any expenses  incurred to attend the meetings.
        Total fees paid to  Directors  for fiscal  year ended June 30,  1996 are
        included in the "Statement of Operations".

                                                                              13
<PAGE>
                        The Matterhorn Growth Fund, Inc.

NOTES TO FINANCIAL STATEMENTS, Continued
- --------------------------------------------------------------------------------

            Certain  officers and Directors of the Fund are also officers and/or
        Directors of the Adviser, Administrator and co-distributors.

NOTE 4 - PURCHASES AND SALES OF SECURITIES

     For the fiscal year ended June 30, 1996,  purchases and sales of securities
other  than  short-term   securities   aggregated   $7,412,149  and  $9,525,095,
respectively.

NOTE 5 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

     The Fund's  activity  during the period in writing  equity call options had
off-balance-sheet  risk  of  accounting  loss.  A  written  equity  call  option
obligates  the Fund to deliver  the  underlying  security  upon  exercise by the
holder of the option.  The Fund covers options  written by owning the underlying
security.

     A summary of the  Fund's  call  option  transactions  written  for the year
follows:

                                  Number of         Premiums
                               Option Contracts     Received
                               ----------------     --------

Contracts outstanding at
June 30, 1995                          91          $ 19,286
Options written                       299            66,812
Options bought back                   (15)           (4,844)
Options exercised                    (146)          (29,626)
Options expired                      (229)          (51,628)
                                     ----           ------- 

Contracts outstanding at
June 30, 1996                          --                --
                                     ====              ====

NOTE 6 - BANK LOANS

     The Fund had a $2 million  secured line of credit  during the year with its
former  custodian  bank which  terminated  on March 15, 1996.  The interest rate
charged on borrowings was the bank's effective broker call rate plus one-half of
one  percent.  The weighted  monthly  average  interest  rate for the period was
8.68%.

14
<PAGE>
INDEPENDENT AUDITOR'S REPORT
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders
The Matterhorn Growth Fund, Inc.

     We have  audited  the  accompanying  statement  of assets and  liabilities,
including the portfolio of  investments,  of The Matterhorn  Growth Fund,  Inc.,
formerly The 44 Wall Street  Equity  Fund,  Inc.,  as of June 30, 1996,  and the
related  statement  of  operations  for the year then ended,  the  statement  of
changes in net assets for each of the two years in the period  then  ended,  and
the  financial  highlights  for each of the five years in the period then ended.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30, 1996,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of The
Matterhorn Growth Fund, Inc. as of June 30, 1996, the results of its operations,
the  changes in its net  assets and the  financial  highlights  for the  periods
indicated, in conformity with generally accepted accounting principles.

                                         McGLADREY & PULLEN, LLP


New York, New York
July 25, 1996
<PAGE>
                               INVESTMENT ADVISER

                    Matterhorn Asset Management Corporation
                       301 Oxford Valley Road, Suite 802B
                          Yardley, Pennsylvania 19067


                                CO-DISTRIBUTORS

                                Bainbridge & Co.
                       301 Oxford Valley Road, Suite 801B
                          Yardley, Pennsylvania 19067

                        Cumberland Brokerage Corporation
                               614 Landis Avenue
                           Vineland, New Jersey 08360


                                   CUSTODIAN

                                   Star Bank
                              Post Office Box 1118
                          Cincinnati, Ohio 45201-1118


                                 TRANSFER AGENT

                          American Data Services, Inc.
                        24 West Carver Street, 2nd Floor
                           Huntington, New York 11743
                                 1-800-637-3901


                                    AUDITORS

                            McGladrey & Pullen, LLP
                                555 Fifth Avenue
                            New York, New York 10017


 This report is intended for the shareholders of The Matterhorn  Growth Fund and
should not be used as sales  literature  unless  accompanied  or  preceded  by a
current prospectus.
<PAGE>
                    [THE MATTERHORN GROWTH FUND, INC. LOGO]

                                 Annual Report

                                 June 30, 1996



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