BRUCE FUND INC
485APOS, 2000-12-14
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-lA

REGISTRATION STATEMENT UNDER SECURITIES
ACT OF 1933

Pre-Effective Amendment No.
Post-Effective Amendment No. 24

SEC File No. 2-27183
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

Amendment No. 18
SEC File No. 811-1528
BRUCE FUND, INC.
[Exact Name of Registrant as Specified in Charter]
20 North Wacker Drive
Suite 2414
Chicago, Illinois 60606

[Address of Principal Executive Offices]
(312) 236-9160

[Registrant's Telephone Number, including Area Code]

Robert B. Bruce
20 North Wacker Drive
Suite 2414
Chicago, Illinois 60606

[Name and Address of Agent for Service]

Approximate Date of Proposed Public Offering

It is proposed that this filing will become effective (check
appropriate box)

__Immediately upon filing pursuant to paragraph (b)
__On (date) pursuant to paragraph (b)
_x_60 days after filing pursuant to paragraph (a), inc. reference
to October 23, 2000
__On (date) pursuant to paragraph (a) of rule 485





     BRUCE  FUND, INC.

     20 N. Wacker Drive
     Suite 2414
     Chicago, Illinois  60606
	(312) 236-9160


BRUCE FUND, INC. / PROSPECTUS


Management of the Bruce Fund, a diversified, open-end no-load
management company, attempts to achieve the Fund's objective of
long-term capital appreciation primarily through investments in
common stock and debt securities; income is a secondary
consideration.  The Fund may also invest in other securities.

This Prospectus sets forth concise information about Bruce Fund,
Inc. (the "Fund") that a prospective investor ought to know
before investing. Investors should read and retain this
Prospectus for future reference.
___________________________


These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed
upon the accuracy or adequacy of this prospectus.  Any
representation to the contrary is a criminal offense.


___________________________

October 12, 2000




BRUCE FUND, INC - INVESTMENT SUMMARY


Investment Objective

Bruce Fund's primary investment objective is long-term capital
appreciation. There can be no assurance that the Fund will be
able to achieve its investment objective.  Except as otherwise
indicated, the Fund's investment objective and policies may be
changed without a vote of shareholders.

Principal Investment Strategies

 The Fund manager (Bruce & Co., Inc.) seeks to achieve the
objective by investing primarily in domestic common stocks, and
bonds, including "zero coupon" government bonds.

The Fund may invest, without restriction, in future interest and
principal of U. S. Government securities, commonly known as "zero
coupon" bonds.  The Fund manager attempts to position the Fund
where it sees the best capital appreciation opportunity.  Other
debt securities, traded on exchanges or over-the-counter, may be
acquired at substantial discounts from the principal amount,
again if the Fund manager believes a capital appreciation
opportunity is presented.  Investments may be made in
defaulted bonds, and management has invested in such defaulted
bonds, which sell at a great discount from face redemption value.


The Fund invests in domestic common stocks of any capitalization
where the overriding strategy is long-term capital appreciation.
Both growth and value criteria are used to determine and select
those stocks affording capital appreciation potential.
Securities of unseasoned companies may also be acquired from time
to time.


Principal Investment Risks

The Fund is subject to the following principal investment risks:

Interest Rate Risk. The issuers of debt securities, including
"zero coupon" government bonds, are expected to redeem the
securities by payment to the investor of the principal amount at
maturity.  However, market interest rates change, causing the
current market value of debt securities at any time to fluctuate.
The value of the Fund's debt securities portfolio may decline
when market interest rates rise. The Fund being able to invest,
without restriction, in future interest and principal of U. S.
Government securities, commonly known as "zero coupon" bonds,
would be primarily sensitive to and affected by interest rate
risk.

Maturity Risk. The longer the maturity of a debt security the
more it fluctuates with changes in interest rates. When interest
rates rise, you can expect the value of long-term bonds to fall
more than those of short-term bonds.


Credit Risk. The risk of loss on a debt security is less than on
an equity security of the same issuer, but there is a risk that
the market price of the debt security may decline below the price
at which it was acquired.  There is also a risk that the issuer
may become insolvent and unable to meet interest payments or to
repay principal at maturity, and that defaulted bonds may remain
in default resulting in no repayment to the holder at maturity.
Debt securities, are many times, rated by various credit rating
firms, and the lowering of such ratings can cause the value
of the debt securities to decline.

Liquidity Risk. Securities can become difficult to sell, or less
liquid, for a variety of reasons, such as lack of an active
trading market. The Fund being able to invest in unseasoned
companies, defaulted bonds and debt securities, traded over-the-
counter or at substantial discounts, will be subject to liquidity
issues and risk.  The urgency to sell these securities might
result in receiving a price substantially less than anticipated.

Small Cap Investing. The value of securities of smaller, less
well-known issuers, can be more volatile than that of larger
issuers.

Issuer-Specific Changes. The value of an individual security or
particular type of security can be more volatile than the market
as a whole and can perform differently from the value of the
market as a whole.

Stock Market Volatility. Stock markets are volatile and can
decline significantly in response to adverse issuer, political,
regulatory, market, or economic developments.  Different parts of
the market can react differently to these developments.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

Investors must recognize there is a risk of loss of money in
investing in Fund shares, as there is in any investment seeking
capital appreciation, including securities issued by the U.S.
Treasury.

Investor Profile

The Fund is intended for those investors who have a high
tolerance for risk and a long-term time horizon.  Shareholders
should be comfortable with fluctuating share prices as well as
the Funds' other investment risks.

Performance

The following chart and table provide some indication of the
risks of investing in the Fund by illustrating how the Fund has
performed from year to year, and comparing this information to a
broad measure of market performance.  Past performance is not
necessarily an indication of future performance.





Total Returns for Years Ending December 31
 1990  -1.07%
 1991   1.42%
 1992  10.62%
 1993  19.44%
 1994 -16.08%         (chart)
 1995  64.78%
 1996  -2.32%
 1997  30.24%
 1998  -6.02%
 1999 -19.78%

For the period included in the bar chart, the Fund's highest
return for a calendar quarter was 25.05% (the 2nd fiscal quarter
of  1996), and the Fund's lowest return for a calendar quarter
was -26.00% (the 1st fiscal quarter of 1991). The return for the
quarter ended September 30, 2000 was 8.62%.

Average Annual Total Returns
						Russell 2000
For periods ended December 31, 1999	  Fund	Growth Index
	One Year			-19.78%	     43.09%
	Five Years			  9.59%	     18.99%
	Ten Years			  5.81%      13.51%

The Russell 2000 Growth Index is an unmanaged index comprised of
common stocks of  2000 small U.S. companies with higher than
average forecasted growth orientation. Index returns assume
reinvestment of dividends and, unlike the Fund's returns, do not
reflect any fees or expenses.



FUND EXPENSES

	The following table illustrates all expenses and fees that a
shareholder of the Fund will incur.  The expenses set forth below
are for the 2000 fiscal year.

Shareholder Transaction Expenses

Sales Load Imposed on
Purchases0.00%
Sales Load Imposed on
Reinvested      Dividends0.00%
Contingent Deferred Sales
Load0.00%
Redemption Fees0.00%
Exchange Fees0.00%

Annual Fund Operating Expenses

Management Fees
1.00%
12b-1 Fees
0.00%
Other Expenses
0.71%
Total Operating Expenses
1.71%

	This example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual
funds.

	This Example assumes that you invest $10,000 in the Fund for
the time periods indicated and then redeem all of your shares at
the end of those periods. The Example also assumes that your
investment has a 5% return each year, that dividends and
distributions are reinvested, and that the Fund's operating
expenses remain the same each year. Although the actual expenses
may be higher or lower, based on these assumptions your costs
would be:

1 year
3 years
5 years
10 years
$175
$543
$936
$2,038


Investment Details

The investment objective and principal strategies described above
may be changed at any time without shareholder approval. There is
no minimum or maximum percentage of Fund assets required to be
invested in any type of security.  The Fund reserved the right,
as a temporary defensive measure when general economic (including
market) conditions are believed by management to warrant such
action, to invest any portion of its assets in conservative
fixed-income securities such as United States Treasury
Bills, Notes, Bonds, certificates of deposit, prime-rated
commercial paper and repurchase agreements with banks (agreements
under which the seller of a security agrees at the time of sale
to repurchase it at an agreed time and price).  When the Fund is
so invested it may not achieve its objective.  Securities are not
generally purchased with a view to rapid turnover to obtain
short-term profits, but rather are purchased because management
believes they will appreciate in value over the long-term.

Investment Restrictions

The Fund has adopted certain investment restrictions, which are
matters of fundamental policy and cannot be changed without the
approval of the holders of a majority of its outstanding shares,
as defined by the Investment Company Act.  Such investment
restrictions are set forth in the Fund's "Statement of Additional
Information".

	The right, as a defensive measure (see above), to invest
Fund assets in conservative fixed-income securities mandates that
not more than 5% of the total assets of the Fund, taken at market
value, will be invested in the securities of any one issuer
(other than securities issued by the United States Government or
an agency thereof, or a security evidencing ownership in future
interest and principal of U.S. Treasury, such as "zero coupon"
bonds).  Management may, by reason of the exception to this
restriction, invest assets of the Fund without limit in such
Government securities.

Management's Discussion of Fund Performance

The annual report to shareholders of the Fund contains
performance information in addition to that included in this
prospectus.  The Bruce Fund will make available the annual report
to any recipient of its prospectus upon request and without
charge.

Management, Organization and Capital Structure

The Fund has entered into an Investment Advisory Agreement
employing Bruce and Co. to manage the investment and reinvestment
of the Fund's assets and to otherwise administer the Fund's
affairs to the extent requested by the Board of Directors. Bruce
and Co., presently manages no other mutual fund or investment
company. Under the Agreement, Bruce and Co. is, subject to the
authority of the Fund's board of directors, responsible for the
overall management of the Fund's business affairs. This Agreement
is subject to annual review and will continue in force if
specifically approved annually by the stockholders.

The advisor, Bruce and Co., is an Illinois corporation,
controlled by Robert B. Bruce; it is located at Suite 2414, 20
North Wacker Drive, Chicago, Illinois 60606.

Robert B. Bruce is president, treasurer and portfolio manager of
the Fund, which he has managed since October 1983.  Mr. Bruce has
worked as an independent investment manager since 1974.

Bruce and Co.'s compensation for its services to the Fund are
calculated as follows:

Annual Percentage Fee
Applied to Average
Net Assets of Fund


1.0%
Up to $20,000,000; plus
0.6%
$20,000,000 through $l00,000,000;plus
0.5%
over $l00,000,000

The fee is calculated and paid each calendar month based on the
average of the daily closing net asset value of the Fund for each
business day of that month.  Since the rates above are annual
rates, the amount payable to the adviser for each calendar month
is l/l2th of the amount calculated as described.  The annual
percentage fee of l.0% is higher than the fee charged to a
majority of open-end investment companies.  The Fund also
bears certain fees and expenses including, but not limited to,
fees of directors (not affiliated with Bruce and Co.), custodian
fees, costs of personnel to perform clerical, accounting and
office services for the Fund, fees of independent auditors,
counsel, transfer agencies and brokers' commissions.  These fees
are fully described in the Investment Advisory Agreement. The
adviser, Bruce and Co., received $24,272 during the 2000 fiscal
year (1.00% of average net assets)

The Fund has only one class of authorized stock: Capital Stock,
$1.00 par value.  Stockholders are entitled to one vote per full
share, to such distributions as may be declared by the Fund's
Board of Directors out of funds legally available, and upon
liquidation to participate ratably in the assets available for
distribution.  There are no conversion or sinking fund provisions
applicable to the shares, and the holders have no preemptive
rights and may not cumulate their votes in the election of
directors.  The shares are redeemable (as described under
"Redemption of Fund Shares" and "Determination of Net Asset
Value") and are transferable.  All shares issued and sold by the
Fund will be fully paid and non-assessable.  There are no
material obligations or potential liability associated with
ownership of Fund stock.

Determination of Net Asset Value (NAV)

Fund shares are priced at net asset value (NAV), which management
determines as of 3:00 P.M. Central Time each business day by
dividing the value of the Fund's securities, plus any cash and
other assets (including dividends and interest accrued but not
collected) less all liabilities (including accrued-expenses), by
the number of shares outstanding. Securities listed on a stock
exchange are valued on the basis of the last sale on that day or,
lacking any sales, at the last reported sale price. Unlisted
securities for which quotations are available are valued at the
closing bid price.

Short-term securities are valued at amortized cost.  Any
securities for which there are no readily available market
quotations and other assets will be valued at their fair value as
determined in good faith by the Board of Directors.  Odd lot
differentials and brokerage commissions will be excluded in
calculating values.  The net asset value would also be determined
at the close of business on any other day on which there is a
sufficient degree of trading in the Fund's portfolio securities
that the current net asset value of the Fund's shares might be
materially affected by changes in the value of the portfolio
securities, provided that such day is a business day on which
shares were tendered for redemption or orders to purchase shares
were received by the Fund.  Except under extraordinary
conditions, the Fund's business days will be the same as
those of the New York Stock Exchange.

Purchasing Fund Shares

To invest in Fund shares, the investor should complete the Order
Form enclosed at page 9 of this Prospectus.  The completed and
signed application, accompanied by payment to Bruce Fund, Inc.,
should be mailed to Bruce Fund, Inc., c/o Unified Advisers, Inc.,
431 North Pennsylvania Street, Indianapolis, Indiana 46204-1897.
All applications must be accompanied by payment.  Applications
are subject to acceptance by the Fund, and are not binding until
so accepted. Shares will be bought at the next NAV, as
applicable, calculated after the investment is received in
proper form. The Fund does not accept telephone orders for
purchase of shares and reserves the right to reject applications
in whole or in part. The Board of Directors of the Fund has
established $1,000 as the minimum initial purchase and $500 as
the minimum for any subsequent purchase (except through dividend
reinvestment), which minimum amounts are subject to change at any
time.  Shareholders will be notified in the event such minimum
purchase-amounts are changed.  Stock certificates are no longer
issued.

Redemption of Fund Shares

 Shareholders have the right to request the Fund to redeem their
shares by depositing their certificates at Unified Advisers, Inc.
with a written request addressed to Unified Advisers, Inc. that
the shares be redeemed. Redemption may be accomplished by a
signed written request to the transfer agent that the Fund redeem
the shares.  Requests for redemption of Fund shares must be
signed by each shareholder and EACH SIGNATURE MUST
BE GUARANTEED by a bank or trust company in, or having a
correspondent in New York City, or by a member firm of a national
securities exchange. Signatures on endorsed certificates
submitted for redemption must also be similarly guaranteed.
Shares will be sold at the next NAV calculated after the
redemption request is received in proper form. It is suggested
that all redemption requests by mail be sent Certified Mail with
return receipt.

The redemptionprice is the net asset value per share determined
as described previously.  See, "Determination of Net Asset
Value".  Payment for shares redeemed, except as described
hereafter, is made by the Fund to the shareholder within seven
days after the certificates are received, but the Fund may
suspend the right of redemption, subject to rules and regulations
of the Securities and Exchange Commission, at any time when
(a) The New York Stock Exchange is closed, (b) trading on such
exchange is restricted, (c) an emergency exists as a result of
which it is not reasonably practicable for the Fund to dispose of
securities owned by it or to determine fairly the value of its
net assets, or (d) the Commission by order permits such
suspension for the protection of shareholders.

If in the opinion of the Board of Directors, conditions exist
which make cash payments undesirable, payment may be made in
securities or other property in whole or in part.  Securities
delivered in payment of redemptions are valued at the same value
of the Fund's assets.  Shareholders receiving such securities or
redemption will incur brokerage costs on the sale thereof.

Dividends, Distributions and Tax Consequences

 The Fund intends to distribute substantially all of its net
income and net realized capital gains, if any, less any available
capital loss carryover, to its shareholders annually and to
comply with the provisions of the Internal Revenue Code
applicable to investment companies, which will relieve the Fund
of Federal income taxes on the amounts so distributed. The
dividends and long-term capital gains distributions are
taxable to the recipient whether received in cash or reinvested
in additional shares.  Long-term capital gains distributions will
be taxed to the individual Fund shareholder as such, regardless
of the length of time the Fund shares have been held.

Unless a shareholder otherwise directs, all income dividends and
capital gains distribution are automatically reinvested in full
and fractional shares of the Fund.  Shares are purchased at the
net asset value (see "Determination of Net Asset Value") next
determined after the dividend declaration and are credited to the
shareholder's account.  Stock certificates are not issued.  A
shareholder may elect to receive all income dividends and capital
gains distributions in cash or to reinvest capital gains
distributions and receive income dividends in cash.  An
election to reinvest or receive dividends and distributions in
cash will apply to all shares of the Fund registered in the same
name, including those previously purchased.  A shareholder
wishing to make such election must notify the transfer agent in
writing of such election.

Shareholders may elect not to continue in the dividend
reinvestment program at any time.  Following such election, the
shareholder will receive income dividends or all distributions in
cash.  Any shareholder who is not participating in the dividend
reinvestment program may elect to do so by giving written notice
to the transfer agent.  If an election to withdraw from or
participate in the dividend reinvestment program is received
between a dividend declaration date
and payment date, it will become effective on the day following
the payment date.

Pending Legal Proceedings

There are no legal proceedings to which the Fund or the adviser
is a party.





























Financial Highlights

	The financial highlights table is intended to help you
understand the Fund's financial performance for the past five
years. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the
rate that an investor would have earned [or lost] on an
investment in the Fund (assuming reinvestment of all dividends
and distributions).  This information has been audited by
Arthur Andersen L.L.P., whose report, along with the Fund's
financial statements, are included in the Statement of Additional
Information and in the annual report to shareholders, either or
both of which are available upon request.

	Selected data for each share of capital stock outstanding
through each year is presented below :

	                  2000    1999    1998	 1997     1996
Net Asset Value, Beginning of Period (B)
                       $135.51   $175.27   38.35  $134.23 $113.94
Income From Investment Operations
Net Investment Income	  4.41   4.02     4.32   4.42    3.77
Net Gains or(Losses)on Invest(3.77)(26.18)  36.88  3.80   20.22
(both realized and unrealized)
Total From Investment Operations0.64 (22.16) 41.20  8.22  23.99
Less Distributions
Distribution (from net investment
income) (A)	           (4.50)  (4.40)     (4.28) (4.10) (3.70)
Distribution(from net capital gain(A)
                         (3.50) (13.20)	-      -  	    -
Total Distributions	    (8.00) (17.60)  (4.28) (4.10)  (3.70)
Net Asset Value, End of Period (C)
                     $128.15   $135.51  $175.27	 $138.35  $134.23

Total Return        	1.44%   (13.46%)  29.77%  6.13%   20.81%

Ratios/Supplemental Data

Net Assets, End of Period ($ million)
                   	$2.52	$2.60	$3.25	$2.63	$2.56
Ratio of Expenses to Average Net Assets
                 	1.71%	1.64%	1.59%	1.69%	1.78%
Ratio of Net Income to Average Net Assets
                   	3.55%	2.59%	2.60%	3.29%	2.98%
Portfolio Turnover Rate
                   22.26%    34.78%     2.60%	4.22%	11.83%



  Figures are based on average daily shares outstanding during
year, with the following
exceptions: (A) number of shares at dividend payment date, (B)
number of shares at beginning of
year, (C) number of shares at end of year.
  The 1996 ratio is based upon total expenses excluding the loss
on defaulted bonds.  Ratio of
expenses to average net assets before reimbursement for 1999 and
2000 was 2.01% and 2.18%,
respectively.





ORDER FORM FOR PURCHASING BRUCE FUND SHARES

GENERAL TERMS

	This application is subject to acceptance by the Fund in
Chicago, Illinois.  This application will not be accepted unless
accompanied by payment.  The passage of title to and delivery of
shares purchased (including shares hereafter purchased through
dividend reinvestment or otherwise), whether or not certificates
are issued, shall be deemed to take place in Illinois.  The
applicant certifies that he or she has full capacity to enter
into this subscription agreement.  The purchase price
shall be the net asset value in effect at the time this
application is accepted by the Fund.

DIVIDEND ELECTION

	Unless a shareholder otherwise directs, all income dividends
and capital gains distributions are automatically reinvested in
full and fractional shares of the Fund.  If you do NOT wish your
dividends and capital gains distributions reinvested in shares of
the Fund but wish instead to receive the full amount of dividends
and capital gains distributions in cash, or to receive income
dividends only in cash (reinvesting capital gains distributions
in shares of the Fund), you should check the choice you wish to
make, and sign at the place indicated.

	(  )	I (We) elect to receive the full amount of all
dividends and
capital gains distributions hereafter paid on shares of Bruce
Fund, Inc.
registered in the name(s) of the undersigned in cash, until
contrary
written instructions are received by the Fund.

	(  )	I (We) elect to receive the full amount of all income
dividend distributions hereafter paid on shares of Bruce Fund,
Inc.
registered in the name(s) of the undersigned in cash, and approve
the
automatic reinvestment of all capital gains distributions in full
and
fractional shares of the Fund, until contrary written
instructions are
received by the Fund.


_______________________________
_____
	Signature


_______________________________
_____
Signature of Co-Owner, if any.
if shares are to be registered.
jointly, all owners must sign.


(NOTE:  If this election is not signed, dividends and capital
gains distributions will be reinvested in Fund shares, as
described on the Order Form.  If you elect to receive
dividends/capital gains in cash, this signed Dividend Election
must be returned with your Order Form for Purchasing Bruce Fund
Shares).


MAIL THIS ORDER FORM AND CHECK DIRECTLY TO UNIFIED ADVISERS, INC.

	ORDER FORM FOR PURCHASING BRUCE FUND SHARES
	(Minimum initial investment of $1,000; $500, thereafter)

Unified Advisers, Inc.				Date:
431 North Pennsylvania Street
Indianapolis, Indiana 46204-1897
Attn:  Bruce Fund, Inc.

Gentlemen:

	Enclosed is my check in the amount of $_____________ (make
check
payable to Bruce Fund, Inc.) for the purchase of shares of Bruce
Fund,
Inc. Capital Stock.  The undersigned subscribes for:

	(  )	Exactly ______________________________________________
shares,
			OR
	(  )	The maximum number of full and fractional shares which
may be purchased with the enclosed amount.

	The minimum initial purchase is $1,000, and the minimum for
any subsequent purchase is $500, except through dividend
reinvestment.  All applications must be accompanied by payment.
 Differences between
amounts submitted and actual cost of shares purchased
will be refunded or
billed to the registered owner designated below, unless otherwise
specified.

	I have received and read the latest prospectus of the Bruce
Fund.

	AUTOMATIC DIVIDEND REINVESTMENT - I understand that all
dividends
and capital gains will be automatically reinvested unless the
Dividend
Election on the reverse side is signed or until contrary written
instructions are received by the Fund, as set forth in the
prospectus.

	STOCK CERTIFICATES - All shares purchased (including
reinvestments)
will be credited to the stockholder's account; no stock
certificates will
be issued.

All dividend shares will be held by Unified Advisers, Inc..

Shares of the Bruce Fund are to be registered as
follows:______________________________________
	       (Name)
This section must be completed to open your account.  Failure
to complete this section and sign the Order Form may result
in backup withholding.

SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER











Individual accounts.  Specify the Social Security number of
the owner.
Joint accounts.  Specify the Social Security number of the
first named owner.
Uniform Gifts/Transfers to Minors account.  Specify minor's
Social Security number.
Corporations, Partnerships, Estates, Other Entities or Trust
accounts.  Specify the Taxpayer Identification Number of the
legal entity or organization that will report income and/or
gains resulting from your investments in the Fund.



In addition to the above, Joint accounts must also specify
the Social Security number of the second named owner here.











Taxpayer Identification Number Certification

The IRS requires all taxpayers to write their Social Security
Number or Taxpayer Identification Number in this Order Form, and
sign this Certification.  Failure by a non-exempt taxpayer to
give us the correct Social Security Number or Taxpayer
Identification Number will result in the withholding of 31% of
all taxable dividends paid to your account and/or the withholding
of certain other payments to you (referred to as "backup
withholding").

Under penalties of perjury, you certify that:

1.	The Social Security or Taxpayer Identification Number on
this Application is correct; and

2.	You are not subject to backup withholding because a) you are
exempt from backup withholding; or b) you have not been notified
by the Internal Revenue Service that you are subject to backup
withholding; or c) the IRS has notified you that you are no
longer subject to backup withholding.

Cross out item 2 above if it does not apply to you.

The Internal Revenue Service does not require your consent to
any provision of this document other than the certifications
required to avoid backup withholding.


Name:
_________________________________
	(please print)
Name:
_________________________________

Street:
_________________________________
Street:
_________________________________
City: ___________ State: _________
Zip:_____
City: ___________ State: _________
Zip:_____



______________________________________
_
Signature
______________________________________
_
Signature


If shares are to be registered jointly, all owners must sign.
Any registration in the names of two or more co-owners will,
unless otherwise specified, be as joint tenants with right of
survivorship and not as tenants in common.  Shares may be
registered in the name of a custodian for a minor under
applicable state law.  In such cases, the name of the
state should be indicated, and the taxpayer identification or
social security number should be that of the minor.



PROSPECTUS

October 12, 2000

BRUCE FUND, INC.


BRUCE FUND, INC.
20 North Wacker Drive
Chicago, Illinois  60606


	Additional information about the Fund may be found in the
Statement of Additional Information, and in shareholder reports.
Shareholder inquiries may be made by calling the Bruce Fund at 1-
800-347-8607.  The Statement of additional Information contains
more information on Fund investments and operations.  The
semiannual and annual shareholder reports contain a discussion of
the market conditions and the investment strategies that
significantly affected the Fund's performance during the last
fiscal year, as well as a listing of portfolio holdings and
financial statements.  These and other fund documents may be
obtained without charge from the following sources:

BY PHONE:	Call Bruce Fund at 1-800-347-8607

BY MAIL:	Bruce Fund, Inc. at the above address
				or
		Public Reference Section
		Securities and Exchange Commission
		Washington, D.C. 20549-0102
			(a duplication fee is charged)

IN PERSON:	Public Reference Room
		Securities and Exchange Commission
		Washington, D.C.
			(call 1-202-942-8090 for more information)

BY ELECTRONIC REQUEST:  at the following email address:
                        [email protected]  (a duplication fee is
charged)

	The Statement of Additional Information is incorporated by
reference into this prospectus (is legally a part of this
prospectus).




Investment Company Act File Number:	811-1528






STATEMENT OF ADDITIONAL INFORMATION



BRUCE FUND, INC.
20 North Wacker Drive
Suite 2414
Chicago, Illinois  60606
(312) 236-9160





	This Statement of Additional Information is not a
Prospectus, but it should be read in conjunction with the
Prospectus.  The Prospectus may be obtained by writing
or calling BRUCE FUND, INC.  Certain information is incorporated
by reference to the Report to Shareholders dated July 31, 2000.
The Report to Shareholders is available, without charge, upon
request by calling 1-800-347-8607.  This Statement of
Additional Information relates to the Prospectus dated October
12, 2000.




Date:  October 12, 2000





	TABLE OF CONTENTS

Fund History        1

Classification:  	1

Investment Strategies and Risk	      1

Fund Policies        1

Management of the Fund	3

Code of Ethics       4

Control Persons and Principal Holders of Securities:	4

Investment Advisory and Other Services:	    4

Brokerage Allocation:	6

Capital Stock and Other Securities:    	8

Purchase, Redemption and Pricing of Shares:	8

Taxation of the Fund	      8

Underwriters:	9

Financial Statements as of June 30, 2000   	9


STATEMENT OF ADDITIONAL INFORMATION

Fund History:	Bruce Fund, Inc. is a Maryland corporation
incorporated on June 20, 1967.  The Fund's only business during
the past five years has been an investment company.  The name of
the Fund was changed to BRUCE FUND, INC. in October 1983.

	Classification:  The Fund is an open end, diversified,
management investment company.

	Investment Strategies and Risks:  The principal strategies
followed in seeking to achieve the Fund's primary investment
objective of long term capital appreciation are described in the
prospectus. Securities of unseasoned companies, where the risks
are considerably greater than common stocks of more established
companies, may also be acquired from time to time if the Fund
management believes such investments offer possibilities of
capital appreciation. The Fund may also invest in securities
convertible into common stocks, preferred stocks, other debt
securities and warrants. The Investment Restrictions, to which
the Fund is subject, limit the percentage of total fund assets
that may be invested in the securities of any one issuer.  These
restrictions do not apply to securities representing ownership
interest in United States Government securities.

Fund Policies:  The Fund has adopted certain investment
restrictions which are matters of fundamental policy and cannot
be changed without the approval of the holders of a majority of
the outstanding shares of the Fund as defined by the Investment
Company Act.  These fundamental policies are:

	1.	Securities of other investment companies will not be
purchased, except the Fund may purchase securities issued by
money market funds.

	2.	The Fund will not acquire or retain any security issued
by a company if one or more officers or directors of the Fund or
any affiliated persons of its investment adviser beneficially own
more than one-half of one percent (0.5%) of such company's
stock or other securities, and all of the foregoing persons
owning more than one-half of one percent (0.5%) together own more
than 5% of such stock or security.

	3.	The Fund will not borrow money or pledge any of its
assets.

	4.	Investments will not be made for the purpose of
exercising control or management of any company.  The Fund will
not purchase securities of any issuer if, as a result of such
purchase, the Fund would hold more than 10% of the voting
securities of such issuer.

	5.	The Fund will not sell short, buy on margin or engage
in arbitrage transactions.

	6.	The Fund will not lend money, except for the purchase
of a portion of an issue of publicly-distributed debt securities.

	7.	The Fund will not buy or sell commodities, commodity
futures contracts or options on such contracts.

	8.	The Fund will not act as an underwriter or distributor
of securities, other than its own capital stock, except as it may
be considered a technical "underwriter" as to certain securities
which may not be publicly sold without registration under the
Securities Act of 1933.

	9.	The Fund will not purchase or write any puts, calls or
combinations thereof.  The Fund may, however, purchase warrants
for the purchase of securities of the same issuer issuing such
warrants, or of a subsidiary of such issuer.  The investment in
warrants, valued at the lower of cost or market, may not exceed
5.0% of the value of the Fund's net assets.  Included within that
amount, but not to exceed 2.0% of the value of the Fund's net
assets, may be Warrants which are not listed on the New York or
American Stock Exchange.  Warrants acquired by the Fund in units
or attached to securities may be deemed to be without value.

	10.	The Fund will not purchase or own real estate or
interests in real estate, except in the marketable securities of
real estate investment trusts.

	11.	The Fund will not purchase any securities which would
cause more than 10% of the Fund's net assets at the time of
purchase to be invested in securities which may not be publicly
sold without registration under the Securities Act of 1933.

	12.	Not more than 25% of the value of the Fund's total
assets (exclusive of government securities) will be invested in
companies of any one industry or group of related industries.
The Fund will not issue senior securities.

	13.	The Fund will be required to have at least 75% of the
value of its total assets represented by (i) cash and cash items
(including receivables), (ii) government securities as defined in
the Investment Company Act of 1940, and (iii) other securities,
limited in respect of any one issuer to an amount not greater in
value than 5% of the value of the total assets of the Fund and to
not more than 10% of the outstanding voting securities of the
issuer.

	14.	The Fund will not invest in oil, gas or other mineral
leases.

	It is the policy of the Fund not to invest more than 5% of
the value of the Fund's total assets in securities of issuers,
including their predecessor, which have been in operation less
than three years.  Registrant does not presently invest in
foreign securities and has no present plans to make such
investments.  There is no restriction against making investments
in the securities of unseasoned issuers or of foreign
issuers and such investments may be made in management's
discretion, without approval of a majority of the Fund's
outstanding voting securities.  Management has no present
intention of changing either policy described.

MANAGEMENT OF THE FUND

The Fund is managed by its officers and directors.  It has no
advisory board.

     Directors are elected at the annual meeting and serve until
the next annual meeting of stockholders, and until the successor
of each shall have been duly elected and shall have qualified.
The board of directors is:


Directors


	(1) *Robert B. Bruce
	Age 68


Business Experience
for Last Five Years


l974 to present - principal, Bruce
and Co. (investment advisor); l982
to present - Chairman of Board of
Directors, Treasurer, Professional
Life & Casualty Company (life
insurance issuer), previously
Assistant Treasurer.

    (2) Ward M. Johnson
	Age 63

l998 to present - Publisher "Florida
Golfer"magazine; 1995 to 1998-
Manufacturer's agent representing
manufacturers of housewares, home
furnishings, consumer electronics
products, and office equipment.

     (3)  John R. Nixon
	Age 59

Member, Chicago Board Options
Exchange, Trader

	Mr. Bruce has been a director since l983; Mr. Ward M.
Johnson was elected in December, l985 and Mr. Nixon was elected
in December, 1999.

	*R. Jeffrey Bruce is Vice President and Secretary of the
Fund, and is Vice President of Bruce and Co., the Fund manager.
He has held these positions since 1983. R. Jeffrey Bruce is the
son of Robert B. Bruce. (* Indicates Affiliated Person)

	Compensation Table:  No director or officer receives
compensation from the Fund.  Robert B. Bruce and R. Jeffrey Bruce
are officers and stockholders of the Fund manager, Bruce and Co.,
which is paid a management fee by the Fund.  There are no
concessions to directors or affiliated persons who invest in Fund
shares.

    Ward M. Johnson   $100.00
    John R. Nixon     $100.00


Code of Ethics

      The Fund and the Fund manager have adopted a Code of Ethics
designed to ensure that the interests of fund shareholders come
before the interests of the people who manage the fund.  Among
other provisions, the Code of Ethics requires all investment
personnel with access to information about the purchase or sale
of securities by the fund to report to the Board of Directors all
transactions in covered securities, which is reviewed quarterly.


Control Persons and Principal Holders of Securities

(a)	Robert B. Bruce is believed by management to be the only
person who owns beneficially, either directly or indirectly, more
than 25% of the voting securities of the Fund.  (See, (b) below).
Bruce Fund, Inc.  is a Maryland corporation.  In that no major
corporate measure requires approval by more than 75% of all
outstanding shares, no person voting alone could permit:

(1)	the consolidation, merger, share exchange or transfer of
assets to another person;

(2)	the distribution of a portion of the assets of the Fund to
its stockholders in partial liquidation;

(3)	the voluntary dissolution of the Fund;

(4)	the "business combination" of the Fund with another person
as described in Maryland General Corporation Law, Sec. 3-601
through 3-603.

(b)	Robert B. Bruce owned 42.5%, and R. Jeffrey Bruce owned
5.9%, of the outstanding shares of the Fund at June 30, 2000.  No
other person is known to the Board of Directors of the Fund to be
the beneficial owner of more than 5%.

(c)	Robert B. Bruce, President of the Fund and principal owner
of Bruce and Co., investment adviser to the Fund, presently owns
8,384 shares of the Fund, and his wife owns 538 shares; Mr. Bruce
disclaims any beneficial ownership in Mrs. Bruce's shares.  All
other officers and directors of the Fund own less than 10% of the
outstanding shares.

Investment Advisory and Other Services

(a)	Bruce and Co., an Illinois corporation controlled by Robert
B. Bruce, is the only investment adviser to the Fund.  Mr. Bruce
is in control of the adviser, and is Chairman of the Board of
Directors, President and Treasurer of the Fund.  R. Jeffrey
Bruce is the son of Robert B. Bruce, is employed by, and a
stockholder, officer and director of, Bruce and Co. and is Vice-
President and Secretary of the Fund.

	The advisory fee payable by the Fund to Bruce and Co. is a
percentage applied to the average net assets of the Fund as
follows:

Annual Percentage Fee
Applied to Average Net Assets of Fund


1.0%
Up to $20,000,000; plus


0.6%
$20,000,000 through $100,000,000; plus


0.5%
over $100,000,000

	A fee installment will be paid in each month and will be
computed on the basis of the average of the daily closing net
asset values for each business day of the previous calendar month
for which the fee is paid (e.g., 1/12% of such average will be
paid in respect to each month in which such average is less than
$20 million).

(1)	The advisory fee paid to Bruce and Co.during 2000 was
$24,272, during 1999 was $29,779, and during 1998 was $29,366.

(2)	The Fund is not subject to any expense limitation provision.

(b)	The following services furnished for and on behalf of the
Fund are supplied and paid for wholly or in substantial part by
the investment adviser in connection with the Investment Advisory
Contract:

	The adviser provides suitable office space in its own
offices and all necessary office facilities and equipment for
managing the assets of the Fund; members of the adviser's
organization serve without salaries from the Fund as directors,
officers or agents of the Fund, if duly elected or appointed to
such positions by the shareholders or by the Board of Directors;
the adviser bears all sales and promotional expenses of the Fund,
other than expenses incurred in complying with laws regulating
the issue or sale of securities.

(c)	There are no fees, expenses, and costs of the Fund which are
to be paid by persons other than the investment adviser or the
Fund.

(d)	There are no management related service contracts under
which services are provided to the Fund.

(e)	No person other than a director, officer, or employee of the
Fund or person affiliated with Bruce and Co.  regularly furnishes
advice to the Fund and to Bruce and Co. with respect to the
desirability of the Fund's investing in, purchasing and selling
securities or other property or is empowered to determine what
securities or other property should be purchased or sold by the
Fund and no other person receives, directly or indirectly,
remuneration for such advice, etc.

(f)	There is no plan pursuant to which the Fund incurs expenses
related to the distribution of its shares and there are no
agreements relating to the implementation of such a plan.

(g)	The Fund's custodian is Fifth Third Bank, 38 Fountain Square
Plaza, Cincinnati, Ohio 45263.  The Fund's independent public
accountant is Arthur Andersen LLP, 33 West Monroe Street,
Chicago, Illinois 60603.

	The above named custodian has custody of all the Fund's
securities.  It accepts delivery and makes payment for securities
purchased and makes delivery and receives payment for securities
sold.  The Fund's Shareholder and Transfer Agent is Unified
Advisers, Inc., 431 N. Pennsylvania Street, Indianapolis, Indiana
46204-1897; it receives and processes all orders by investors to
purchase and to redeem Fund's shares, maintaining a current list
of names and addresses of all stockholders and their respective
holdings.  Upon receipt of authorization to make payment of Fund
expenses from the investment adviser, the above named custodian
makes such payments from deposits of the Fund, and sends
confirmation of all bills paid. Unified Advisers, Inc. pays
dividends, makes capital gain distributions and mails annual
reports and proxy statements to stockholders.

	Certified independent public accountants performed an annual
audit of Fund's financial statements for each of the ten years
ended June 30, 2000.

Brokerage Allocation

(a)	Decisions to buy and sell securities for the Fund, the
selection of brokers and negotiation of the commission rates to
be paid, or mark-ups (or mark-downs) on principal transaction,
are made by Bruce and Co.  Robert B. Bruce, an employee of the
Fund and owner of Bruce and Co., is primarily responsible for
making the Fund's portfolio decisions, subject to direction by
the Board of Directors of the Fund.  He is also primarily
responsible for placing the Fund's brokerage business and, where
applicable, negotiating the amount of the commission rate paid
taking into account factors described in paragraph (c) below.  It
is the adviser's policy to obtain the best security price and
execution of transactions available.  During each of the last
three fiscal years, the total brokerage commissions on the
purchases and sales of portfolio securities by the Fund
were:

2000
$2,000
1999
$   500
1998
$4,000

      The Fund frequently purchases and sell securities from
dealers acting as principals; no commissions are paid on such
transactions but do include mark-ups (or mark-downs).

(b)	None of the brokers with whom the Fund dealt in the last
three years was affiliated in any manner with the Fund, or with
any affiliated person of the Fund, including the investment
adviser.

(c)	Brokers are selected to effect securities transactions for
the Fund based on the adviser's overall evaluation of the
commission rates charged, the reliability and quality of the
broker's services and the value and expected contribution of such
services to the performance of the Fund.  Where commissions paid
reflect services furnished in addition to execution, the adviser
will stand ready to demonstrate that such services were
bona fide and rendered for the benefit of the Fund.  Such
commissions may, on occasion, be somewhat higher than could be
obtained from brokers not supplying such services.
The adviser considers the supplementary research and statistical
or other factual information provided by dealers in allocating
portfolio business to dealers.  Such allocation is not on the
basis of any formula, agreement or understanding.

	It is not possible to place a dollar value on such research
and other information and it is not contemplated that the receipt
and study of such research and other information will reduce the
cost to Bruce and Co. of performing duties under the Advisory
Agreement.  The Board of Directors of the Fund has permitted the
Fund to pay brokerage commissions which may be in excess of those
which other brokers might have charged for effecting the same
transactions, in recognition of the value of the brokerage
and research services provided by the executing brokers.  The
research which is received from brokers includes such matters as
information on companies, industries, areas of the economy and
market factors.  The information received may or may not be
useful to the Fund, and may or may not be useful to the
investment adviser in servicing other of its accounts.

	Bruce and Co. attempts to evaluate the overall
reasonableness of the commissions paid by the Fund by attempting
to negotiate commissions which are within a reasonable range, in
the light of any knowledge available as to the levels of
commissions being charged, but keeping in mind the brokerage and
research services provided.  Bruce and Co. will not execute
portfolio transactions for the Fund and does not expect to
receive reciprocal business from dealers who do so.  Purchases
and sales of securities which are not listed or traded on a
securities exchange will ordinarily be executed with primary
market makers, acting as principals, except where better prices
or execution may otherwise be obtained.

(d)	Bruce and Co. is not aware that any of the Fund's brokerage
transactions during the last fiscal year were placed pursuant to
an agreement or understanding with a broker or otherwise through
an internal allocation procedure because of research services
provided.



Capital Stock and Other Securities

	Bruce Fund, Inc. has only one class of authorized stock,
Capital Stock, $1.00 par value; its Articles of Incorporation
authorize the Issuance of 200,000 such shares. Stockholders are
entitled to one vote per full share, to such distributions as may
be declared by the Fund's Board of Directors out of funds legally
available, and upon liquidation to participate ratably in the
assets available for distribution.  The holders have no
preemptive rights.  All shares have non-cumulative voting rights,
which means that the holders of more than 50% of the shares
voting for the election of directors can elect 100% of such
directors if they choose to do so, and, in such event, the
holders of the remaining shares so voting will not be able to
elect any directors.  The shares are redeemable (as described in
the Prospectus) and are transferable.  All shares issued and
sold by the Fund will be fully paid and non-assessable.  There
are no material obligations or potential liabilities associated
with ownership of Fund stock.  There are no conversion
rights and no sinking fund provisions.

Purchase, Redemption and Pricing of Shares

	See Prospectus, "Purchasing Fund Shares " and "Redemption of
Fund Shares".  There are no underwriters and no distribution of
expenses of offering price over the net amount invested.  There
is no difference in the price at which securities are offered to
public and individual groups and the directors, officers and
employees of the Fund or its adviser.

Taxation of the Fund

	The Fund intends to distribute all taxable income to its
shareholders and otherwise comply with the provisions of the
Internal Revenue Code applicable to regulated investment
companies.  Therefore, no provision will be made for Federal
income taxes since the Fund has elected to be taxed as a
"regulated investment company".

	On dividends from ordinary income and short-term gains the
stockholders pay income tax in the usual manner.  The dividend-
received exclusion does not apply to capital gains distributions.
The dividend-received exclusion is subject to proportionate
reduction if the aggregate dividends received by the Fund from
domestic corporations in any year is less than 75% of the Fund's
gross income exclusive of capital gains.  Statements will be
mailed to shareholders in January of the year after the close of
the fiscal year showing the amounts paid and the tax status of
the year's dividends and distribution.  The dividends and long
term capital gains are taxable to the recipient whether received
in cash or reinvested in additional shares.  Federal legislation
requires the Fund to withhold and remit to the Treasury a portion
(20%) of dividends payable if the shareholder fails to furnish
his taxpayer identification number to the Fund, if the Internal
Revenue Service notifies the Fund that such number, though
furnished, is incorrect, or if the shareholder is subject to
withholding for other reasons set forth in Sec.
3406 of the Internal Revenue Code.

Underwriters

	The Fund will continuously offer public distribution of its
securities.  There are no underwriters with respect to such
public distributions.

Financial Statements:

The Financial Statements filed herewith consist of:

	A.	Audited Financial Statements as of June 30, 2000,
including:

(1)	Report of independent public accountants, dated July 31,
2000.

(2)	Schedule of Investments.

(3)	Balance Sheet.

(4)	Statement of Operations, for year ended June 30, 2000.

(5)	Statement of Changes in Net Assets, years ended June 30,
2000 and 1999.

(6)	Notes to Financial Statements.

Other information respecting Bruce Fund, Inc. is included in Part
C, filed heretowith.


	REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Shareholders and Board of
Directors of BRUCE FUND, INC.:

	We have audited the accompanying balance sheet of BRUCE
FUND, INC. (a Maryland corporation), including the schedule of
investments, as of June 30, 2000, and the related statement of
operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended,
and the financial highlights included in Note G 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 auditing
standards generally accepted in the United States.  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, 2000, by correspondence with the custodian. 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 Bruce Fund, Inc. as of June
30, 2000, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the
five years in the period then ended, in conformity with
accounting principles generally accepted in the United States.

							ARTHUR ANDERSEN LLP


Chicago, Illinois
July 31, 2000




							July 31, 2000

Management Discussion and Analysis

	The Bruce Fund shares produced a total return of 1.44% for
the year ended June 30, 2000, compared to a total return of 5.97%
for the S&P 500 Index for the same period.

	Stocks in the portfolio were down slightly overall, while
the bonds were up slightly for the year.  Interest rates declined
in the period, resulting in gains for the bonds held throughout
the entire year.  Two corporate convertible notes were added to
take advantage of their high current yields and yield to
maturities. The stock market indices proved to be very volatile
and we believe still to present unacceptable levels of risk.

	Management would like to make clear that, as stated in the
Prospectus, the Fund's objective is long-term capital
appreciation from stocks and/or bonds. Out-of-favor, turnaround,
and distressed situations are emphasized, as well as growth
stocks.

	Shareholders are invited to use the toll-free number (800)
347-8607 to obtain any Fund information.




	BRUCE FUND, INC.
	BALANCE SHEET
	JUNE 30, 2000

ASSETS
	Investments, at Market Value (Cost $2,370,167)	$2,479,967
	Cash		                                        78,943
	Dividends Receivable	                               442
	Interest Receivable	                             6,428
	Prepaid Insurance	                                     522

		TOTAL ASSETS	                        $2,566,302

LIABILITIES
	Accrued Expenses	                       $      20,663
	Payable for Securities Purchased              	20,725

		TOTAL LIABILITIES	                        $41,388

CAPITAL
	Capital Stock (19,703 Shares of $1 Par Value
	  Capital Stock Issued and Outstanding; 200,000
	  Shares Authorized)	$                             19,703
	Paid-in Surplus	                                 1,998,431
	Accumulated Undistributed Net Investment Income      220,911
	Accumulated Net Realized Gains on Investments	     179,069
	Net Unrealized Appreciation on Investments	     109,800

		TOTAL CAPITAL (NET ASSETS)	            $2,524,914

		     TOTAL LIABILITIES AND CAPITAL      	$2,566,302

NET ASSET VALUE (Capital) Per Share	                $   128.15

The accompanying notes to financial statements are an integral
part of this statement.


	BRUCE FUND, INC.
	STATEMENT OF OPERATIONS
	FOR THE YEAR ENDED JUNE 30, 2000

INVESTMENT INCOME
	Dividends	$                                1,446
	Interest	                               127,190
				                              $ 128,636
EXPENSES
	Management Fees                     	$ 24,272
	Custodian/Security Transaction	             1,825
	Directors	                                   193
	Transfer Agent Fees	                      10,755
	Legal Fees	                                   548
	Audit and Accounting Fees                 14,150
	Insurance	                                 1,051
	Printing                                    	342

		Total Expenses Before Expense Reimbursement  53,136

		Expense Reimbursement	                	(11,242)

		Net Expenses		                       41,894

		NET INVESTMENT INCOME		                86,742

REALIZED AND UNREALIZED GAINS ON INVESTMENTS
    Net Realized Gains on Investments	               239,399
    Net Change in Unrealized Appreciation on Investments
	                                                 (296,221)

		NET LOSS ON INVESTMENTS	                 	(56,822)

NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS		                                        $29,920


The accompanying notes to financial statements are an integral
part of this statement.


 	BRUCE FUND, INC.
	NOTES TO FINANCIAL STATEMENTS
	June 30, 2000



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

	The financial statements of Bruce Fund, Inc. (the "Fund")
have been prepared in conformity with accounting principles
generally accepted in the United States ("GAAP") and reporting
practices prescribed for the mutual fund industry.  The
preparation of financial statements in conformity with GAAP
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 revenues and expenses
during the reporting period.  Actual results could differ from
those estimates.

	A description of the significant accounting policies
follows:

	1.	Portfolio valuation:  Market value of investments is
based on the last sales price reported on each valuation date. If
there were no reported sales on that day, the investments are
valued using the mean of the closing bid and asked quotations
obtained from published sources.  NASDAQ and unlisted securities
for which quotations are available are valued at the closing bid
price.

	2.	Securities transactions and investment income:
Securities transactions are recorded on a trade date basis.
Dividend income and distributions to shareholders are recorded on
the ex-dividend date. Interest income is recorded as earned, and
discounts on investments are accreted into income using the
effective interest method.   Realized gains or losses from
securities transactions are recorded on the specific
identification method for both book and tax purposes.  At June
30, 2000, the cost of investments held was $2,370,167 for both
financial reporting and federal income tax purposes.  At June 30,
2000, gross unrealized appreciation on investments was $390,822
and gross unrealized depreciation on investments was $(281,022)
for both financial reporting and federal income tax purposes.

NOTE B - CAPITAL STOCK:

	During the years ended June 30, 2000 and June 30, 1999,
there were 990 and 1,950 shares redeemed; 232 and 398 shares
issued and 1,320 and 2,145 shares issued through dividend
reinvestment, respectively.

 NOTE C - PURCHASES AND SALES OF SECURITIES:

	During the year ended June 30, 2000, purchases and sales of
securities with original maturities of greater than one year were
$529,728 and $729,922 respectively.


NOTE D - RELATED PARTIES

	Bruce and Company, an Illinois corporation, is the
investment advisor of the Fund and furnishes investment advice.
In addition it provides office space and facilities and pays the
cost of all prospectuses and financial reports (other than those
mailed to current shareholders). During 2000 the investment
adviser also voluntarily absorbed certain accounting, transfer
agent and legal expenses of the Fund, that the investment
adviser felt exceeded the amount that would have been charged to
the Fund, based on its size.  These expenses approximated $11,242
in 2000.  Compensation to Bruce and Company for its services
under the Investment Advisory Contract is paid monthly based on
the following:

Annual Percentage Fee   	Applied to Average Net Assets of Fund
1.0%                           Up to $20,000,000; plus
0.6%                      $20,000,000 to $100,000,000;plus
0.5%                            over $100,000,000.

	As of June 30, 2000, Robert B. Bruce owned 8,384 shares and
R. Jeffrey Bruce owned 1,166 shares.  Robert B. Bruce is a
director of the Fund; both Robert B. Bruce and R. Jeffrey Bruce
are officers of the Fund and are officers, directors and owners
of the investment advisor, Bruce and Company.

NOTE E - TAXES:

	The Fund has made distributions to its shareholders so as to
be relieved of all Federal income tax under provisions of current
tax regulations applied to regulated investment companies, and
personal holding companies.

NOTE F - DIVIDEND DISTRIBUTION:

	During December 1999, the Fund announced a dividend from net
investment income of $4.50 per share, aggregating $82,619 and a
long term capital gain distribution of $3.50 per share
aggregating $64,259.  These distributions were payable December
31, 1999 to shareholders of record on December 30, 1999.




	BRUCE FUND, INC.
	SCHEDULE OF INVESTMENTS
	June 30, 2000



Common Stocks (19.72%)

No. of					Market
Shares		Issue	       Cost		Value

	Property-Casualty Insurance (2.15%)

	1,562	RLI Corp.	    $   14,495	       $	 54,280

	Cosmetics  (0.11%)

	282,000	*Chantal Pharm.	    23,620	 	    2,820

	Medical Services  (12.95%)

	23,137	*InSight Health		 73,762	    151,835

	16,100	*Atrix Labs.	    128,214	   150,938

    5,000     *Serologicals      20,725            24,063

	Energy Services  (2.97%)

	37,500	*Team, Inc.	   105,895      	75,000

	Utilities  (1.54%)

	2,600	Unisource Energy    	47,480	 	 39,000


	Total Common
		Stocks		    $414,191           $497,936


Bonds (78.50%)

					              Market
Principal		           	Cost	    Value

	    U.S. Government (70.89%)

$2,000,000 	U.S. Treasury
		"STRIPS", Bond
		Principal, due
	      5-15-2018        $429,021   $661,875

$4,000,000 	U.S. Treasury
		    "STRIPS", Bond
		    Principal, due
	         11-15-2026   1,011,035 	825,000

$1,500,000    U.S. Treasury
              "STRIPS",
              Coupon, due
              2-15-2027     289,233     303,281


                    Corporate Convertibles (7.61%)

$200,000     Res-Care 6% due
             12-1-2004       125,750    100,000


$250,000     Viropharma 6%
             due 3-1-2007    100,937     91,875


Total Bonds	          	$1,955,976     $1,982,031

Total Investments  (98.22%)  $2,370,167   $2,479,967

Cash and Other Assets, Less
Liabilities (1.78%)	                       $44,947

TOTAL NET ASSETS (100%)                   $2,524,914


The accompanying notes to financial statements are an
integral part of this schedule.

*Non-cash income producing.






	BRUCE FUND, INC.
	STATEMENT OF CHANGES IN NET ASSETS
	FOR THE YEARS ENDED JUNE 30, 2000 AND 1999

				                      2000	      1999
OPERATIONS
	Net Investment Income		$    86,742	$    77,091
	Net Realized Gains on Investments	239,399	    377,850
	Net Change in Unrealized Appreciation
	  on Investments	              (296,221)   	(882,797)
	Net Increase (Decrease) in Net Assets
	    Resulting from Operations $    29,920         $(427,856)


DISTRIBUTIONS TO SHAREHOLDERS
Distributions from Net Investment Income	 (82,619)	$  (79,767)
Distributions from Net Capital Gains	 (64,259)	  (239,302)
Decrease in Net Assets Resulting from
	     Distributions to Shareholders	$(146,878) $(319,069)

CAPITAL STOCK TRANSACTIONS
Proceeds from Shares Issued		$    30,650	$    59,311
Increase from Shares Issued in Reinvested
 Distributions	                     	145,440	    316,024
Cost of Shares Redeemed	            	(128,037)	   (285,467)
Increase in Net Assets Resulting from
    Capital Stock Transactions		$    48,053	$     89,868

TOTAL INCREASE (DECREASE)		    $   (68,905)	$ (657,057)

NET ASSETS
	Beginning of Year	              	2,593,819	   3,250,876
	End of Year (including accumulated undistributed
	  net investment income of $220,911 and $216,788,
	  respectively)		             $2,524,914	   $2,593,819




The accompanying notes to financial statements are an integral
part of these statements.


	REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Shareholders and Board of
Directors of BRUCE FUND, INC.:

	We have audited the accompanying balance sheet of BRUCE
FUND, INC. (a Maryland corporation), including the schedule of
investments, as of June 30, 2000, and the related statement of
operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended,
and the financial highlights included in Note G 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 auditing
standards generally accepted in the United States.  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, 2000, by correspondence with the custodian. 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 Bruce Fund, Inc. as of June
30, 2000, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the
five years in the period then ended, in conformity with
accounting principles generally accepted in the United States.

							ARTHUR ANDERSEN LLP


Chicago, Illinois
July 31, 2000


NOTE G - FINANCIAL HIGHLIGHTS:

	Selected data for each share of capital stock outstanding
through each year is presented below(2) :

                            2000     1999	1998	  1997	1996

Net Asset Value, Beginning of Period   ( B)
                          $135.51 $175.27 $138.35 $134.23 $113.94
Income From Investment Operations
Net Investment Income      4.41  4.02 	4.32   4.42    	3.77
Net Gains or (Losses) on Investments
                          (3.77)   (26.18)  36.88   3.80   20.22
(both realized and unrealized)
 Total From Investment Operations
                          0.64    (22.16)	41.20  8.22    23.99

Less Distributions
Distribution (from net investment income) (A)
                        (4.50)  (4.40)   (4.28)   (4.10)   (3.70)
Distribution (from net capital gain(A)
                        (3.50)  (13.20)   ---     ---       ---
  Total Distributions   (8.00)  (17.60)  (4.28)   (4.10)   (3.70)

Net Asset Value, End of Period (C)
                   $ 128.15  $ 135.51  $ 175.27 $ 138.35  $134.23

Total Return	      1.44%	(13.46%) 29.77%	6.13%   20.81%

Ratios/Supplemental Data

Net Assets, End of Period ($ million)
              $   2.52	$  2.60  $  3.25	$  2.63	$  2.56
Ratio of Expenses to Average Net Assets(3)
             1.71%	1.64%	1.59%	1.69%	1.78%
Ratio of Net Income to Average Net Assets
          3.55%	2.59%	2.60%	3.29%	2.98%
Portfolio Turnover Rate
           22.26%  34.78%    2.60%     4.22%        11.83%


       (2)Figures are based on average daily shares outstanding
during year, with the following exceptions:  (A)  number of
shares at dividend payment date, (B) number of shares at
beginning of year, (C) number  of shares at end of year.
      (3)The 1996 ratio is based upon total expenses excluding
the loss on defaulted bonds.  Ratio of expenses to
average net assets before reimbursement for 1999 and 2000 was
2.01% and 2.18%, respectively.


  BRUCE FUND
OFFICERS AND
  DIRECTORS


Robert B. Bruce
President and Treasurer


R. Jeffrey Bruce
Vice President and Secretary


John R. Nixon
Director


W. Martin Johnson
Director


Investment Adviser
	Bruce and Co., Inc.
	Chicago, Illinois


Custodian
	Fifth Third Bank
	Cincinnati, Ohio


Transfer Agent
	Unified Advisers, Inc.
	Indianapolis, Indiana


Counsel
	McBride Baker & Coles
	Chicago, Illinois


Independent Public Accountants
	Arthur Andersen LLP
	Chicago, Illinois





	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 Registration
Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Chicago and State of Illinois on
the 12th day of October, 2000.


BRUCE FUND, INC.

By:  __Robert B. Bruce_____________
	Its President and Treasurer


By:__R. Jeffrey Bruce_______________
	Its Vice President and Secretary


By:___W. Martin Johnson_____________________________
	A Director


By:___John R. Nixon_____________________________
	A Director














ARTHUR  ANDERSEN






CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the use
of our report dated July 31, 2000, and to all references to our
Firm included in or made a part of this Registration Statement on
Form N-lA of Bruce Fund, Inc.




ARTHUR ANDERSEN LLP

Chicago, Illinois
October 10, 2000





3

6


1933 Act File No. 2-27183
1940 Act File No. 811-1528



BRUCE FUND, INC.
(formerly "The Herold Fund, Inc.")
(Exact Name of Registrant as Specified in Charter]


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   PART C
   Form N-lA

OTHER INFORMATION



TABLE OF CONTENTS
       PART C

	Item No.            Title


      23             Exhibts

      24             Persons Controlled by or Common Control
	                    with the Fund

      25	           Indemnification

                     Business and Other Connections of
      26               Investment Adviser

      27          	Principal Underwriters

      28	          Location of Accounts and Records

      29           	Management Services

      30	          Undertakings

	           Signatures










Item 23.   Exhibits


(e)	Articles of Incorporation  -  Incorporated by
          reference, previously filed N-1A, Part C dated November
           the ammendement to Article THIRD, Section (1),
          subsection (g), filed herewith Exhibit 23(a), and the
         ammendent to Article Seventh, Section (7) contained
          herewith Exhibit 25.


(f)	By-laws  -  Incorporated by reference, previously filed
          N-1A, Part C dated November 11, 1983 (prev. Exhibit B).


(c)  Instruments Defining Rights of Security Holders  -
           Incorporated by reference, previously filed N-1A, Part
           C dated November 11, 1983 (prev. Exhibits A,B,C).


(d)  Investment Advisory Contract  -  Filed herewith,
           Exhibit 23(d).

(e)	Underwriting Contracts  -  None.

(f)	Bonus or Profit Sharing Contracts  -  None.

(g)	Custodian Agreements  - Filed herewith, Exhibit 23(g).

(h)	Other Material Contracts  -  None.

(i)	Legal Opinion  -  Incorporated by reference,
           previously filed N-1A, Part C dated November 11,
           1983(prev. Exhibit F).

(j)	Other Opinions  -  None.

(k)	Omitted Financial Statements  -  None.

(l)	Initial Capital Agreements  -  None

(m)	Rule 12b-1 Plan  -  None.

(n)	Rule 18f-3 Plan  -  None.

(o)	Reserved

(p)	Code of Ethics  -  Filed herewith, exhibit 23(p).









	Item 24.  Persons Controlled by or under Common Control with
	          Registrant

            1.	None.  Mr. Robert B. Bruce is a control person.
                See "Control Persons and Principal Holders of
                Securities", Part B.

            2.	None.


Item 25.  Indemnification

      Art. Seventh, Par. 7(c) of the Registrant's Articles of
Incorporation, as amended, provides that each director
and officer (and his heirs, executors and
administrators) shall be indemnified by the Corporation
against reasonable costs and expenses incurred by him
in connection with any action, suit or proceeding to
which he is made a party by reason of his being or
having been a director or officer of the Corporation,
except in relation to any action, suit or proceeding in
which he has been adjudged liable because of willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office.  There are additional provisions in said
Paragraph 7(c) relating to procedure for such
indemnification in case of settlement, limitations on
costs and expenses (including attorney's fees in such
event), the right of a stockholder to challenge such
indemnification in certain cases, and express
acknowledgment that such rights and indemnities are not
exclusive of any other right to which the officers and
directors may be entitled according to law.

          Filed herewith, Exhibit 25




Item 26.  Business and Other Connections of the Investment
	Adviser

          Incorporated by reference to Part B of this filing see
          "Management of Fund" page 3, Part B.



Item 27.  Principal Underwriters

          None.


Item 28.  Location of Accounts and Records

          All accounts, books or other documents required to
          be to be maintained by section 31(a) of the 1940 Act,
          and rules promulgated thereunder are kept under the
          direction of Robert B. Bruce, Bruce & Co., Inc., Suite
          2414, 20 North Wacker Drive, Chicago, IL, 60606.
          Certain such records are also kept on the premises of
          the Transfer Agent, Unified Advisers, Inc., 431 North
          Pennsylvania Street, Indianapolis, IN, 46204 under the
          direction of Ms. Linda Lawson and on the premises of
          the Custodian, Fifth Third Bank, 38 Fountain Square
          Plaza, Cincinnati, OH, 45263 under the direction of Ms.
          Christine Skiba.


Item 29.  Management Services

          None.


Item 30.  Undertakings

          Not applicable.




SIGNATURES

     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.


Robert B. Bruce
________________
Robert B. Bruce          Date: 12-12-00
President



R. Jeffrey Bruce
________________
R. Jeffrey Bruce         Date: 12-12-00
Secretary


EXHIBIT 23(a)


ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BRUCE FUND, INC.

BRUCE FUND, INC., a corporation organized and existing under
and by virtue of the Code of Maryland, Corporations and
Associations, DOES HEREBY CERTIFY.
FIRST, That the Board of Directors of BRUCE FUND, INC.,
filed with the minutes of the Board, unanimously adopted a
resolution proposing and declaring advisable the following
amendment to the Articles of Incorporation of said corporation:

RESOLVED, that Article THIRD, Section (1) of the
Articles of Incorporation, be amended by repealing and
deleting subsection (g) thereof in its entirety, and
adopting in its place and stead the following
subsection (g):
(g)	purchase the securities of any investment
company, except the Fund may purchase such securities
issued by money market funds which are subject to SEC
Rule 2a-7 under the Investment Company Act of 1940.

	SECOND:	That at the annual meeting of
stockholders held December 18, 1996, the
	stockholders approved said amendments in accordance
with the provisions of Section 2-604(d) of
	the Code of Maryland, Corporations and Associations.
	THIRD:	That said amendment does not effect
any changes in the issued shares of
	said corporation.



IN WITNESS WHEREOF, the Corporation has caused its
corporate seal to be hereunto affixed and this certificate to be
signed by Robert B. Bruce, its Chairman of the Board of
Directors, and attested by Robert Jeffrey Bruce, its Secretary,
this l4th day of January, 1997.

BRUCE FUND, INC.


 By:  Robert B. Bruce

Chairman of the Board of
Directors & President

ATTEST:


 By:  Robert Jeffrey Bruce

Secretary

STATE OF LLINOIS
SS:
COUNTY OF COOK

BE IT REMEMBERED that on this 14th day of January, 1997,
personally came before me, a Notary Public in and for the County
and State aforesaid, Robert B. Bruce, Chairman of the Board of
Directors of BRUCE FUND, INC., a corporation of the State of
Maryland, and he duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the
act and deed of said corporation and the facts stated therein
are true; and that the seal affixed to said certificate and
attested by the Secretary of said corporation is the common or
corporate seal of said corporation.

NOTARY: Debra A. Koopmann
My commission expires: Feb. 3, 1997
"OFFICIAL SEAL"
DEBRA A. KOOPMANN
Notary Public, State
of Illinois
My Commission Expires Feb. 3,
1997




2





ARTICLE SEVENTH, Section (7)



(c)	The Corporation shall indemnify directors and officers
as provided in this subsection (c).

(1)	The Corporation shall indemnify any director and any
officer made a party to any proceeding by reason of service in that
capacity if such director and/or officer -

(A)	Acted in good faith; and

(B)	Reasonably believed:

1.	In the case of conduct in the director's or
officer's official capacity with the Corporation,
that the conduct was in the best interests of the
Corporation; and

2.	In all other cases, that the conduct was at least
not opposed to the best interests of the
Corporation; and

(C)	In the case of any criminal proceeding, had no
reasonable cause to believe that the conduct was unlawful.

(2)	(A) Indemnification will be against judgments,
penalties, fines, settlements, and reasonable expenses actually
incurred by the director in connection with the proceeding,
including attorney's fees.

(B)	However, if the proceeding was one by, or in the right
of, the corporation, Indemnification will be made only against
reasonable expenses and may not be made in respect of any proceeding
in which the director shall have been adjudged to be liable to the
corporation.

(3)	A director or officer shall be indemnified, as provided
herein, in all circumstances, except in respect of any proceeding
charging improper personal benefit to the director or officer
(whether or not involving action in the director's or officer's
official capacity) in which the director or officer
was adjudged to be liable on the basis that personal benefit was
improperly received.

(4)	A director who has been successful, on the merits or
otherwise, in' the defense of any proceeding referred to in this
subsection (c) shall be indemnified against reasonable expenses
Incurred by the director in connection with the proceeding.

(5)	Reasonable expenses incurred by a director or officer
who is a party to a proceeding may be paid or reimbursed by the
Corporation in advance of the final disposition of the proceeding,
after a determination that the facts then known to those making the
determination would not preclude indemnification under the laws of
Maryland, upon receipt by the corporation of:

(A)	A written affirmation by the director or officer of such
person's or persons' good faith belief that the standard of conduct
necessary for indemnification by the corporation as authorized in
this subsection (c) has been met; and

(B)	A written undertaking by, or on behalf of, the director
or officer to repay the amount if it shall ultimately be determined
that the standard of conduct has not been met.

(C)	The undertaking required by subparagraph (B) of this
paragraph (5) shall be an unlimited general obligation
of the director but need not be secured and may be
accepted without reference to financial ability to make
the repayment.

(D)	Without limiting the generality of the foregoing
provisions of this paragraph (5), the Corporation may advance funds
to counsel for directors and/or officers in such amounts and upon
such terms as the Corporation shall determine, acting in the manner
specified in paragraph (6) below.

(6)	(A) The Corporation shall make the indemnification
provided for, or pay or reimburse such expenses in advance of final
disposition, upon determination that indemnification of the director
or officer is permissible in the circumstances because the director
or officer has met the standard of conduct set forth in paragraph
(1) of this section.

(B) Such determination shall be made:

1.	By the board of directors by a majority vote of a
quorum consisting of directors not, at the time,
parties to the proceeding, or, if such a quorum
cannot be obtained, then by a majority vote of a
committee of the board consisting solely of two or
more directors not, at the time, parties to such
proceeding and who were duly designated to act In
the matter by a majority vote of the full board in
which the designated directors who are parties may
participate; or



2.	By special legal counsel selected by the board of
directors or a committee of the board by vote as
set forth in sub-subparagraph 1 of this
subparagraph or, if the requisite forum of the full
board cannot be obtained therefor and the committee
cannot be established, by a majority vote of the
full board in which directors who are parties may
participate; or

3.	By the stockholders.

	(C) Authorization of indemnification and
determination as to reasonableness of of expenses shall be made in
the same manner as the determination that indemnification is
permissible.  However, if the determination that indemnification is
permissible is made by special legal counsel, authorization of
indemnification and determination as to reasonableness of expenses
shall be made in the manner specified in sub-subparagraph 2 of
subparagraph (B) for selection of such counsel.

(D)	Shares held by directors who are parties to the
proceeding may not be voted on the subject matter under this
subsection.






EXHIBIT 23(d)

INVESTMENT ADVISORY AGREEMENT


Agreement made this 30th day of September, 1996, by and
between BRUCE FUND, INC., a Maryland corporation (the "Fund")
and BRUCE AND CO., an Illinois corporation, located in Chicago,
Illinois (the "Adviser,).

WITNESSETH

In consideration of the mutual covenants hereinafter
contained, IT IS HEREBY AGREED by and between the parties hereto
as follows:

1. The Fund hereby employs the Adviser to act as its
investment adviser and to manage the investment and reinvestment
of the assets of the Fund and otherwise to administer the Fund's
affairs to the extent requested by the Board of Directors of the
Fund, all subject to the supervision of the board of directors
of the Fund and the applicable provisions of the Certificate of
Incorporation and By-Laws of the Fund for the period and on the
terms herein set forth.  The Adviser hereby accepts such
employment and agrees during such period to render the services
and to assume the obligations herein set forth for the
compensation herein provided.  The Adviser shall in acting
hereunder be an independent contractor and, unless otherwise
expressly provided or authorized hereunder or by the Board of
Directors of the Fund, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of
the Fund.

2.	The Adviser shall, at its own expense, furnish to the
Fund suitable office space in its own offices or in such other
place as may be agreed upon from time to time and all necessary
office facilities and equipment for managing the assets of the
Fund and shall arrange, if desired by the Fund, for members of
the Adviser's organization to serve without salaries from the
Fund as directors, officers or agents of the Fund, if duly
elected or appointed to such positions by the shareholders or by
the Board of Directors of the Fund, subject to their individual
consent and to any limitations imposed by law.  The Fund will
not charge any sales load or commission in connection with the
sale of Fund shares and the Adviser shall bear all sales and
promotional expenses of the Fund, other than expenses incurred
in complying with laws regulating the issue or sale of
securities.

3.	The Adviser shall be responsible. only for those
expenses expressly stated in paragraph 2 thereof The Fund shall
bear all other expenses, including as illustrative and without
limitation, fees and salaries of the officers and directors who
are not interested persons of the Adviser, fees and charges of
any custodian (including charges as custodian and for keeping
books and records and similar services to the Fund), costs of
personnel to perform clerical, accounting and other office
services for the Fund, fees and expenses of independent
auditors, legal counsel, transfer agents, dividend disbursing
agents, and registrars; costs of and incident to issuance,
redemption and transfer of its shares and distributions to
shareholders (including dividend payments and reinvestment of
dividends), brokers' commissions, interest charges; taxes,
corporate fees and registration fees payable to any government
or governmental body or agency (including those incurred on
account of the registration or qualification under federal or
state laws of securities issued by the Fund); dues and other
expenses incident to the Fund's membership in the



Investment Company Institute and other like associations; costs
of stock certificates, stockholder meetings, corporate reports,
reports and notices to shareholders; and costs of printing,
stationery and bookkeeping forms.  The Adviser shall be
reimbursed by the Fund on or before the 15th day of each
calendar month for all expenses paid or incurred during the
preceding calendar month by the Adviser for or on behalf or at
the request or direction of the Fund, which are not the
responsibility of the Adviser hereunder.

4.	Services of the Adviser herein provided are not to be
deemed exclusive and the Adviser shall be free to render similar
services or other services to others, so long as its services
hereunder shall not be impaired thereby.  In the absence of
willful misfeasance, bad faith or gross negligence or reckless
disregard of the obligations or duties hereunder on the part of
the Adviser, the Adviser shall not be subject to liability to
the Fund or to any shareholder of the Fund for any act or
omission in the course of or connected with rendering services
hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.

5.	The Fund shall pay to the Adviser a monthly management
fee of one-twelfth (1/12) of the annual percentage fee
calculated as follows:

	Annual	Applied to Net
	Percentage Fee	Assets of Fund
	1.0%	Up to $20,000,000;
plus
	0.6%	$20,000,000 through
$100,000,000; plus
	0.5%	over $100,000,000

The fee for each calendar month shall be computed on the basis
of the average of the daily closing net asset values for each
business day of the calendar month for which the fee is paid.
During any period where the determination of net asset value is
suspended, as provided in the Fund's Certificate of
Incorporation, the net asset value as last determined and
effective shall be deemed the daily closing net asset value on
each business day until a new net asset value is again
determined and made effective.  Each monthly fee shall be paid
on or before the 15th day of the month next succeeding the month
for which the fee is paid.  This Agreement shall be effective
October 1, 1996, and remain in effect until modified by
agreement of the parties, provided the terms of this Agreement
and any renewal thereof shall have been approved by a vote of a
majority of directors who are not interested persons of the-
Adviser at a meeting called for the purpose of voting on such
approval, as provided in Sec. 15(c) of the Investment Company
Act.

6.	It is understood that the officers, directors, agents
and shareholders of the Fund are or may be interested in the
Adviser as officers, directors, shareholders or otherwise and
that the Adviser and its officers, directors, shareholders and
agents may be interested in the Fund as shareholders or
otherwise.  The Adviser agrees that neither it nor its officers
or directors will take a long or short position in the shares
issued by the Fund except in accordance with the applicable
provisions of the By-Laws of the Fund.



2



7.	This Agreement shall continue in force so long as such
continuance is specifically approved annually: (i) by the vote of
a majority of the directors of the Fund who are not interested
persons of the Adviser of the Fund (except solely as a director
of the Fund) at a meeting called for the purpose of voting on
such approval, and (ii) by a majority of the directors or by vote
of a majority of the outstanding voting securities of the Fund.
This Agreement shall immediately terminate in the event of its
assignment.  Either party hereto may at any time, on sixty (60)
days' written notice to the other, terminate this Agreement
without payment of any penalty, termination on the part of the
Fund to be by the Board of Directors of the Fund or by a vote of
a majority of the outstanding voting securities of the Fund.

8.	This Agreement may be modified by mutual consent, such
consent on the part of the Fund only to be authorized by a vote
of a majority of the outstanding voting securities of the Fund.

9.	The terms "assignment", "affiliated persons",
"interested persons", and "a vote of a majority of the
outstanding voting securities" when used herein shall have the
respective meanings specified in the Investment Company Act of
1940, as now in effect and as from time to time amended.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the day and year first
above written.


BRUCE FUND, INC.


 By: James S. Van Pelt
Director, James S. Van Pelt
By: Ward M. Johnson
Director, Ward M. Johnson
BRUCE AND CO., a Corporation
By: Robert B. Bruce
Robert B.  Bruce, President






3



EXHIBIT 23(g)


SECURITIES CUSTODY AGREEMENT
Between
BRUCE FUND, INC.
And
UNIFIED MANAGEMENT CORPORATION



		TABLE OF CONTENTS
	Article		Page

		Definitions	1
		1.01 Terms Defined	1

	II.	Appointment of Custodian	3
		2.01 Appointment	3
		2.02 Delivery of Property	3

	III.	Powers and Duties	3
		3.01  Safekeeping	3
		3.02  Manner of Holding	:::..4

	3.03	Registration of Securities	..5
	3.04	Bank Accounts	5
	3.05	Segregated Accounts	6
	3.06	Use of Securities System	6
	3.07	Purchases	7
	3.08	Sales	8
	3.09	Loan of Portfolio Securities	8
	3.10	Collection of Income, Dividends	8
	3.11	Sale and Redemption of Capital Stock	9
	3.12	Payment of Dividends or Other Distributions	9
	3.13	Bills and other Disbursements	9
	3.14	Available Funds	9

3.15  Proxies    9
3.16	Communications Relating to Fund
Portfolio Securities        10
3.17	Actions Permitted Without Proper Instructions-10
	3.18	Accounting	10
	3.19	Limitations of Custodian's Duties	11
	3.20	Appointment of Sub-Custodian	11

IV.	Operations of the Fund         12
4.01	Authorized Persons         12
4.02	Proper Instructions 12
4.03	Additional Funds         12
4.04	Persons Having Access to Property
	of the Fund	12

	V. Responsibility of the Custodian	13
	5.01 Standard of Care	13

5.02	Compliance with Governmental Rules
		and Regulations	14
		5.03 Indemnification	14

	VI.	Fees and Expenses	14

	Vii.	Termination	14

	Viii.	Miscellaneous	15
		8.01   Governing Law	:     :..15
		8 02   Binding Effect	15
		8:03   Writing Controls	16
		8 04   Assignment	16
		8:05   Severability	16



SECURITIES CUSTODY AGREEMENT

SECURITIES CUSTODY AGREEMENT, dated as of 1991, between Bruce
Fund, Inc. and Unified Corporation pursuant to which Unified
Management Corporation agrees to serve as custodian to the Bruce
Fund, Inc.

WITNESSETH:

That in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

ARTICLE I. DEFINITIONS
Section 1.01. Terms Defined.  When used in this Agreement,
the following  meanings:


(i)	"Agreement" means this Custodian Agreement.

(ii)	"Authorized Person" means the President, the Treasurer, and
any other persons, whether or not such person is an officer or
employee of the Fund, duly authorized by the Fund's Board of
Directors to deliver Proper Instructions on behalf of the Fund
and identified to the Custodian in accordance with Section 4.01
hereof.

(iii)	"Commission" means the United States Securities and
Exchange Commission.

(iv)	"Custodian" means Unified Management Corporation, an Indiana
corporation and a member of a national securities exchange as
defined in the 1934 Act.

(v)	"Fund" means Bruce Fund, a Maryland corporation and an open-
end, diversified, management investment company registered under
the 1940 Act.

(vi)	"Proper Instructions" mean a telex, a written request,
direction, instruction or certification signed or initialed by or
on behalf of the Fund by one or more Authorized Persons, or a
communication effected directly between an electromechanical or
electronic device (including facsimile transmission) by or on

behalf of the Fund by one or more Authorized Persons or an oral
communication made by one or more Authorized Persons if the
Custodian reasonably believes them to have been given by an
Authorized Person with respect to the transaction involved;
provided however, that all oral instructions shall promptly be
confirmed in writing in the manner set forth above.

(vii)	"Property" means (a) any and all securities, cash and
other property which the Fund may from time to time deposit or
cause to be deposited with the Custodian or which the Custodian
may from time to time hold for the Fund; (b) all income in
respect of any such securities or other property; (c) all
proceeds of the sale of any such securities or other property;
and (d) all proceeds of the sale of securities issued by the Fund
which are received by the Custodian from time to time from or on
behalf of the Fund.

(viii)	"Securities System" means any one of the following:
(a)	the Depository Trust Company; (b) any book-entry system as
provided in Subpart 0 or Treasury Circular No. 300, 31 CFR 306,
SubPart B of 31 CFR Part 350, or the book-entry regulations of
federal agencies substantially in the form of Subpart 0; or (c)
any other book-entry system maintained by a domestic clearing
agency registered with the Commission under Section 17A of the
1934 Act.

(ix)	"Sub-Custodian" means any entity which meets the
requirements of a custodian under the 1940 Act and the rules and
regulations thereunder and who the Custodian may, subject to
Section 3.20 of this Agreement, appoint from time to time to hold
securities, cash and other Property of the Fund.

(x)	"1934 Act" means the Securities Exchange Act of 1934, as
amended.

(xi)	"1940 Act" means the Investment Company Act of 1940, as
amended.


ARTICLE II.  APPOINTMENT OF CUSTODIAN






-2-

Section 2.01. Appointment.  The Fund hereby employs and
appoints the custodian for the Fund for the term
and subject to the provisions of this Agreement.  The Custodian
hereby accepts such appointment and agrees to perform the duties
as hereinafter set forth.

The Fund shall deliver to the Custodian copies of its Articles of
Incorporation and By-Laws and all amendments thereto, and a
certified copy of a resolution adopted by a majority of the
"disinterested" Directors of-the Fund approving this Agreement in
accordance with the standards applied by the Commission under
Section 17(d) of the 1940 Act.

Section 2.02. Delivery of Property.  Upon execution of this
Agreement and during the term of this agreement, the Fund shall
deliver, or shall cause to be delivered, to the Custodian all
securities, cash and other Property owned by the Fund.  The
Custodian shall have no responsibility or liability for or on
account of securities, cash or other Property of the Fund not so
delivered.


ARTICLE III.  POWERS AND DUTIES

Section 3.01. Safekeepinq.  The Custodian will keep safely
all securities, cash and other property of the Fund that has been
delivered to the Custodian and shall receive delivery of such
securities, cash and other Property for safekeeping.  All
securities and non-cash Property of the Fund shall be maintained
in accordance with the following:

(i)	such securities and Property held in such custody shall at
all times be individually segregated from the securities and
investments of any other Fund or other person and marked in
such a manner as to clearly identify them as the property of
the Fund, both upon physical inspection thereof and upon
examination of the books of the Custodian.  The physical
segregation and marking of such securities and Property may be
accomplished by putting them in separate containers bearing the
name of the Fund or by attaching tags or labels to such
securities and investments.








-3-

(ii)	the Custodian shall have no power or authority to withdraw,
deliver assign, hypothecate, pledge or otherwise to dispose of
any such securities and Property, except pursuant to Proper
Instructions and only for the account of the Fund.

(iii)	such securities and Property shall be subject to no
lien or charge of any kind in favor of the custodian or any
persons claiming through the Custodian.

(iv)	such securities and Property shall be verified by actual
examination at the end of each annual and semiannual fiscal
period by an independent public accountant retained by the Fund,
and shall be examined by such accountant at least one other time,
chosen by the accountant, during the fiscal year.  A certificate
of such accountant stating that an examination of such securities
has been made, and describing the nature and extent of the
examination, shall be attached to a completed Form N-17f-1 and
transmitted to the Commission promptly after such examination.

(v)	such securities and Property shall, at all times, be subject
to inspection by the Commission through its employees or agents.

(vi)	the provisions of subsections (i), (ii), and (iii) of this
section 2.01 shall not apply to securities and similar Property
bought for or sold to the Fund by the Custodian until the
securities have been reduced to physical possession of the
Custodian and have been paid for by the Fund; provided, that the
Custodian shall take possession of such securities at the
earliest practicable time. Nothing in this subparagraph shall be
construed to relieve the Custodian of any obligation under
existing law or under the rules of any national securities
exchange.

Section 3.02. Manner of Holding.  Except as otherwise
Specifically provided herein, the securities and other non-cash
Property of the Fund will be held in the following manners:

(i)	by physical possession of the share certificates or other
instruments representing such Property, including






-4-

securities, in registered or bearer form, together with
appropriate entry on the books and records of the Custodian of
the Fund's interest therein so to clearly identify such Property
as the property of the Fund; or

(ii)	in a Securities System and by appropriate entry on the books
and records of the Custodian; provided, however, that the deposit
of securities of the Fund in any Securities System shall be made
only in compliance with Section 3.06 hereof and Rule 17f-4 under
the 1940 Act.


Section 3.03. Registration of Securities.  The Custodian
shall register the securities of the Fund (other than bearer
securities) for the account of the Fund in the following manners:

(i)	registered in the name of the Fund or any nominee thereof,
in the name of the Custodian or any nominee thereof, or in the
name of any Sub-Custodian appointed pursuant to Section 3.20 of
this Agreement or any nominee thereof, or in the name of any
Securities System; provided, that securities are held in the
account of the Custodian or Sub-Custodian containing only assets
of that Fund; and

(ii)	in street certificate form, so-called, and in any case with
or without any indication of fiduciary capacity; provided, that
securities are held in an account of the Custodian or Sub-
Custodian containing only assets of that Fund.

Section 3.04.    Bank Accounts.  The Custodian shall open and
maintain a separate bank account in the name of the Fund, subject
only to draft or order by the Custodian acting pursuant to the
terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by
it from or for the account of that Fund, other than cash
maintained by the Fund in a bank account established
and used in accordance with Rule 17f-3 under the 1940 Act.  Funds
held by the Custodian for the Fund may be deposited by it to its
credit as Custodian in such banks or trust companies as it may in
its discretion deem necessary or desirable; provided, however,
that every such bank or trust company shall be qualified to act
as a custodian under the 1940 Act.  Such funds shall be deposited
by

-5-

the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.

Section 3.05. Segregated Accounts.  The Custodian shall upon
receipt of Proper Instructions establish and maintain a
segregated account or accounts on its records for and on behalf
of the Fund, into which account or accounts may be transferred
cash and/or securities, including securities in a Securities
System, for the purposes of compliance by the Fund with the
procedures required by a securities or option exchange;
provided, that such procedures comply with the 1940 Act and
Release No. 10666 or any subsequent release or releases of the
Commission relating to the maintenance of segregated accounts by
registered investment companies.

Section 3.06.   Use of Securities Svstem.  The Fund shall
deliver to the Custodian certified resolutions of its Board of
Directors approving, authorizing and instructing the Custodian on
a continuous and on-going basis until instructed to the contrary
by Proper Instructions (i) to deposit in one or more Securities
Systems securities belonging to the Fund eligible for deposit
therein and (ii) to utilize the Securities System in connection
with settlements of purchases and sales of securities by the
Fund, and deliveries and returns of securities loaned,
subject to repurchase agreements or used as collateral in
connection with borrowings.  Without limiting the generality of
such use, it is agreed that the following provisions shall apply
thereto:

(a)	Securities and any cash of the Fund deposited in a
Securities System will at all times be segregated from any assets
and cash controlled by the Custodian in other than a fiduciary or
custodian capacity but may be commingled with other assets held
in such capacities.  The Custodian and its Sub-Custodian, if
any, will pay out money only upon receipt of securities and
will deliver securities only upon the receipt of money.

(b)	Where securities are transferred to an account of
the Fund established pursuant to this Section 3.06, the Custodian
shall also by book-entry or otherwise identify as belonging to
such Fund the quantity of securities in a fungible bulk of
securities registered in the name of the Custodian (or its
nominee) or shown

-6-

in the Custodian account on the books of the Securities System.

(c)	All books and records maintained by the Custodian which
related to the Fund's participation in a Securities System will
at all times during the Custodian's regular business hours be
open to the inspection of the Fund's duly authorized employees or
agents, and the Fund will be furnished with all information in
respect of the services rendered to it as it may require.

(d)	The Custodian will provide the Fund with copies of any
report obtained by the Custodian on the system of internal
accounting control of any Securities System promptly after
receipt of such a report by the Custodian.  The Custodian will
also provide the Fund with such reports on its own system of
internal control as the Fund may reasonably request from time to
time.

section 3.07. Purchases.  Upon receipt of Proper
Instructions, and insofar as funds of the Fund are made available
to the Custodian for the purpose, to pay for and receive
securities or other investments purchased for the account of the
Fund, the Custodian shall pay out the monies held for the account
of the Fund only:

(i)	upon receipt by the Custodian of the securities in good
delivery form or evidence of good title to options or in a proper
form for transfer;

(ii)	in the case of a purchase effected through a Securities
System, upon receipt of the securities by the Securities
System in accordance with the provisions of Section 3.06
hereof;

(iii)	in the case of a repurchase agreement, upon receipt of
the securities underlying the repurchase agreement by the
Custodian either in certificate form or through book-entry
into the account of the Custodian maintained with a Securities
System;

(iv)	with respect to securities purchased outside the United
States, in accordance with written procedures agreed to in
writing from time to time by the parties hereto.






-7-

Section  3-08.  Sales.  Upon receipt of Proper Instructions the
Custodian shall make delivery of securities or other investments
which have been sold for account of the Fund, but only against
receipt of payment therefor:

(i)	in cash, by a certified check, bank cashier's check, bank
credit, or bank wire transfer;

(ii)	by credit to the account of the custodian with a clearing
corporation of a national securities exchange;

(iii)	by credit to the account of the Custodian with a
Securities System in accordance with the provision of Section
3.06 hereof; or
(iv)	in accordance with street practice as may be agreed to in
writing from time to time by the parties hereto.

Section 3.09. Loan of Portfolio Securities.  Where the Fund
is permitted to lend its portfolio securities, the Fund and the
Custodian shall agree to establish procedures for delivering
securities for lending purposes, accepting collateral, and
receiving securities upon termination of the loan.

Section 3.10. Collection of Income, Dividends.  The
Custodian shall receive, collect and deposit into the segregated
account maintained for the Fund hereunder, on a timely basis all
income, stock dividends, rights and other payments with respect
to the securities or other Property held hereunder to which such
Fund shall be entitled, and to endorse and deliver any instrument
required to effect such collection. Without limiting the
generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other income items
requiring presentation as and when they become due and shall
collect interest when due on securities or other Property held
hereunder.

Section 3.11. Sale and Redemption of Capital Stock.

(i)	Whenever shares of the Fund are sold, the Fund shall deliver
to the Custodian all monies received from the sale which the
Custodian shall credit to the account of the Fund.

(ii)	Whenever shares of the Fund are redeemed, the Fund shall
furnish to the Custodian Proper Instructions signed by Authorized
Persons specifying the total amount to be paid for the shares
redeemed.

Section 3.12 Payment of Dividends or Other Distributions.
Upon receipt of Proper Instructions and insofar as funds of a
Fund are available the Custodian  shall pay monies equal to
the amount declared by Directors of the Fund as dividends or
distributions held for the account of the Fund to the Fund's
transfer agent for distribution to shareholders of the Fund.

Section 3.13. Bills and Other Disbursements.  Upon receipt
of Proper Instructions, the Custodian will pay or cause to be
paid, insofar as funds of the Fund are made available to the
Custodian for the purpose, all bills, statements, or other
charges, expenses or liabilities incurred by the Fund, including
but not limited to the following payments for each account of the
Fund: interest, taxes, management, accounting, transfer agent and
legal fees, and operating expenses of the Fund.

section 3.14. Available Funds.  The Custodian is not obligated to
effect any transaction or make any payment in connection
therewith unless there are sufficient available funds on deposit
or funds have otherwise been made available to the Custodian to
its satisfaction.  The amount by which payments made by the
Custodian pursuant to Proper Instructions or otherwise
pursuant to this Agreement exceed available funds and result in
an account overdraft shall be deemed a loan for emergency
purposes from the Custodian to the Fund in the amount of such
overdraft, payable on demand and bearing interest at the rate
from time to time agreed in writing.  The Fund confirms
that all such loans shall be based on the Custodian's sole
determination to make the underlying advance in each case.

Section 3.15. Proxies.  The Custodian shall, with respect
to the securities held hereunder, cause to be promptly executed
by the registered holder of such securities, if the securities
are registered otherwise than in the name of the Fund or a
nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly
deliver to the Fund such proxies, all proxy soliciting materials
and all notices relating to such securities.







-9-


RETIREMENT CUSTODIAN AGREEMENT
This Agreement, made and entered into this day of 18th day of
April 1991 by and between Unified Corporation, an Indiana
Corporation and Bruce Fund, Inc. pursuant to which Unified
Management Corporation agrees to serve as custodian of qualified
retirement plans, including Individual Retirement
Accounts.
ARTICLE I. DEFINITION

Section I    Terms Defined.

When used in this Custodian Agreement, the following words and
phrases, when capitalized, have the following meanings:

(a)	"Agreement" means this Custodian Agreement between Unified
and Bruce Fund.

(b)	"Administrator" means the Employer, or the persons or person
named by the Employer to administer the Plan.

(c)	"Beneficiary" means the person or persons designated by the
Participant to receive benefits from the Custodial Account after
Participant's death.

(d)	"Custodial Account" means the custodial account maintained
for a Participant by Unified pursuant to this
Agreement.

(e)	"Employer" means the employer that adopts the Plan.

(f)   "ERISA"    shall mean the Employee Retirement Income
Security Act- of 1974, as amended.

(g)	"IRA" means Individual Retirement Account.

"Participant" means a qualifying individual for whose benefit
the Custodial Account was established.

(h)	"Plan" means the employee benefit plan so established by the
Employer.

(i)	"Plan Year" means the annual accounting period selected by
the Employer.

(j)	"Trustee" means the person or persons appointed by the
Employer to administer the assets of the trust.

(k)	"Unified" means Unified Management Corporation.

(1)	"Valuation Date" means the last day of each calendar quarter
and, if different from the last day of a calendar quarter, the
last day of the Plan Year.

ARTICLE 11, APPOINTMENT, POWERS AND DUTIES OF UNIFIED


Section 1.    Appointment.

Unified is hereby appointed as custodian of Custodial Accounts
established by clients of Bruce Fund, Inc.

Section	2. Powers.

Unified shall exercise as the agent of the Trustees, Participants,
their spouses, or Beneficiaries, any and all powers the Trustee,
Participant, spouse or Beneficiary could exercise as owner of
property held in a custodial Account, including the following
powers:

(a)	to receive, hold and invest contributions made to
the Custodial Account pursuant to this Agreement;
2
(b)	to register any property held by it in its own name,

or in nominee or bearer form that will pass delivery; and
(c)	to make distributions from a Custodial Account in cash,
mutual fund shares or directed investments, pursuant to this
Agreement.

Section 3. Duties.

With respect to the Custodian Accounts of the Agreement, Unified
shall have the following duties:
(a)	to keep accurate and detailed accounts of all receipts,
investments, disbursements, and all other transactions made in a
Custodial Account;
(b)	to file any returns and reports as may be required now or in
the future by law to file; and
(c)	to deliver all proxies, proxy solicitation materials, and
periodic reports o r other communications that it may possess as
custodian of the Custodial Account.

Section 4. Limitation on Duties.
Unified shall have only the duties specifically set forth in this
Agreement. 	Unified shall use ordinary care and reasonable
diligence in
performing its	duties.  Unified shall not be liable for a mistake
in judgement,

for any action	taken in good faith, or for any loss that is not a
result of its
gross negligence or willful misconduct.  Unified shall not be
required to prosecute, defend or respond to any action or any
judicial proceeding relating to Custodial Accounts unless it has
received indemnification satisfactory to it in form and substance.
Unified shall not be required to give bond or security for the
performance of its duties.

ARTICLE III, OUALIFTED RETIREMENT PLANS (Non-IRAs)

Section 1 Establishment of Custodial Account.
Unified shall open and maintain Custodial Accounts under a Plan
provided to Unified by    Unified shall maintain a separate

Custodial Account for each Participant to which shall be credited
the contributions on the Participant's behalf and earnings on
those amounts.

Section 2. Receipt of Contributions.  Unified shall accept and
hold in the Custodial Account contributions of money as it may
receive from time to time from the Trustee of the Plan, or at the
Trustee's written instruction, from the Employer and the
Participants.  The Trustee shall deliver to Unified a
ledger sheet showing the name, type, and amount of all
contributions made on behalf of each Participant, as well as any
other relevant information required by Unified.

Section 3. Investment of Account Assets.

Unified shall invest and reinvest the principal and income of a
Custodial Account in stocks and other securities as each Trustee,
Administrator or Participant shall direct.  If authorized by the
Trustee or Administrator in writing, the Custodian may rely upon
instructions received directly from Participants.  Investment
directions shall be limited to securities obtainable through
Unified, recognized exchanges, or "over-the-counter" markets.
Subject to any rules Unified may reasonably require,
other investments are permitted with the provision that, in each
case, the investment is obtainable through Unified and compatible
with Unified's administrative and operational requirements and
framework.  A Participant may elect to have dividends or capital
gain distributions automatically reinvested in the investments in
the Custodial Account or switch investment options to the extent
permitted by Unified.  Pending the disposition of forfeitures
under a Plan, the Trustee or Administrator may direct Unified to
hold forfeitures in a forfeiture suspense account invested in one
of the money market mutual funds managed by Unified.  In carrying
out a Trustee's, Administrator's or Participant's instructions.
Unified may hold securities in a Custodial Account in "street
name;" and make, sign and deliver any written contracts, waivers,
releases or other documents necessary to carry out such
instructions.  If Unified does not receive such proper
instructions regarding investments, Unified may hold assets of the
Custodial Account in one of the money market funds managed by
Unified until proper instructions are received.

Section 4. Limitation on Unified's Responsibility.  Unified shall
be under no duty to question any investment direction or action of
the Trustee,Administrator or any Participant, to review the stocks
and other securities held in a Custodial Account, or to make any
suggestions to the Trustee, Administrator or any Participant with
respect to the investment of any Custodial Account.  Except as
otherwise provided in ERISA, Unified shall not be liable for the
acts or omissions of the Trustee, Administrator, Employer
or Participant.
Section 5. Allocation and Distribution of Net Income Gain or Loss.

The assets of the Custodial Account shall be valued as of each
Valuation Date.  In addition, as of the last day of each Plan
Year, the Employer shall charge Custodial Accounts with any
forfeitures.  Earnings and losses attributable to the assets held
in each Custodial Account shall be allocated to that custodial
Account.

Section 6. Individual Statement.

As soon as practicable after each Valuation Date within the time
prescribed by ERISA, Unified shall deliver to the Trustee or
Administrator a statement reflecting the condition of the
Custodial Account and other such information required by ERISA.



Section 7. Distributions.

If any portion of a Custodial Account is to be distributed, the
Trustee or Administrator shall, by written notice to Unified,
certify that a benefit is payable to the named payee and the
amount and form of the benefit to be paid.  Unified shall, as soon
as practicable after receipt of the notice, distribute the
benefits to	the payee in accordance wit the Trustee's or
Administrator's

instructions. 	If the distribution is to be make wholly or
partially in cash,

Unified, in	accordance with the Trustee's or Administrator's
instructions, shall
sell or redeem assets of the Custodial Account and distribute the
appropriate amount to the payee. -Any annuity contract distributed
shall be nontransferable.

5

Section 8. Reports of the Custodian and Employer.
Unified shall keep accurate and detailed records of all receipts,
investments, disbursements, and other transactions performed by
it.  Not later than 60 days after the close of each Plan Year (or
after Unified's resignation of removal) Unified shall file with
the Trustee or Administrator a written report or reports
reflecting the receipts, disbursements, and other transaction
effected by it during the Plan Year (or ending with Unified's
resignation or removal) and the assets and liabilities of the
Custodial Fund.  The Trustee or Administrator shall distribute, or
cause to be distributed, to each Participant the reports relating
to the Custodial Account, or open the reports to inspection by the
Participant for a period of 60 days immediately following the date
on which the reports are filed with the Trustee of Administrator.
The Employer shall furnish to Unified, and Unified shall furnish
to the Employer, such information relevant to the
Plan and the custodial Fund as may be required by ERISA or the
Internal Revenue Code.
ARTICLE IV, IRAs

Section 1. Establishment of Accounts.

An individual may establish an IRA Custodial Account for himself
or for his spouse by making either a direct contribution or a
rollover contribution to Unified.

Section 2 Individual Account.

An individual may make cash contributions to an IRA Custodial
Account for the taxable year up to the maximum amount which is
allowable pursuant to the Internal Revenue Code.

Section 3. Spousal Account.

An individual may make cash contributions to an IRA Custodial
Account established for a spouse for a taxable year of the
individual for which a joint return of the Participant and the
spouse is filed, for which the spouse has no compensation, and
during which the spouse is a Qualifying Individual.  The amount
contributed shall not exceed the maximum amount allowable pursuant
to the Internal Revenue Code.

6

Section 4.  Rollover account.

A Participant may make a rollover contributions at any time and in
any amount, in cash or in other property acceptable to Unified.

Section 5. Employee Account.

If an IRA Custodial Account is a simplified employee pension
within the meaning of the Internal Revenue Code, the Participant's
Employer may make cash contributions to the Custodial Account for
any taxable year of the Participant in any amount not to exceed
the maximum amount allowable pursuant to the Internal Revenue
Code.

Section 6 Limitation on Unified's Obligation.

Unified shall have no obligation to determine the amount an
individual may contribute to an IRA Custodial Account and may rely
solely on a Participant's representations that the amounts
contributed satisfy the requirements of the Internal Revenue Code.

Section 7. Investment of Account Assets.

The Participant shall direct Unified with respect to the
investments of the contributions to the IRA Custodial Account.  If
a Participant does not direct Unified as to the investment of
contributions, Unified shall invest the contributions in a money
market mutual fund selected by Unified.  No part of the IRA
Custodial Account may be invested in life insurance
contracts, in collectables as defined by the Internal Revenue
Code, or in investments that are not compatible with Unified's
operational and administrative requirements and framework.

Section 8. Distributions.

Distributions of the assets on an IRA Custodial Account shall be
made in accordance with regulations prescribed by the Secretary of
the Treasury, the Internal Revenue Service and any other
regulatory body having jurisdiction.  As soon as practicable after
it receives written Participant all or any part of the IRA
Custodial Account.  Distributions from the Custodial Account may
be in a single payment sum; . in equal monthly, quarterly or
annual payments over the maximum period permissible under the
Internal Revenue code; or in an
annuity contract purchased from an insurance company.  If
Participant seeks
7

distribution before attaining age 59 1/2, the notice must specify
the reason for the distribution.  If Participant dies before the
assets of the IRA Custodial Account con be distributed to
Participant, Unified shall distribute the Beneficiary the balance
of the IRA Custodial Account under the method of distribution in
effect as of the date of Participant's death, unless the
Beneficiary directs Unified to distribute the balance in a
different manner.
ARTICLE V. FEES AND EXPENSES
Unified, in consideration of its services, shall receive the fees
and reimbursement of expenses as provided in its fee schedule
provided at the time the Custodial Account is established, or from
time to time thereafter.  Fees and commissions for brokerage
services shall be in accordance with
Unified's then current rates. 	Unified may change its fee schedule
by giving notice of the change at least	30 days prior to the
effective date of the change.  The fee

schedule also	may be changed at any time by mutual agreement
between the parties.  If the Administrator, Trustee or Participant
does not timely pay the fees and expenses, Unified is authorized
to liquidate assets of the Custodial Account and pay fees and
expenses from the assets.

ARTICLE VI, INDEMNMCATION.

Unified shall not be responsible in any way for the collection of
contributions for the Custodial accounts, the purpose or propriety
of any distribution make to Participants, or any other action or
omission taken pursuant to the directions of the Trustee,
Administrator, Employer, or a Participant or Beneficiary.  The
Trustee, Administrator, Employer and
Participant shall at all times fully indemnify and save harmless
Unified, its successors and assigns, from any liability arising
from distributions made or actions taken and from any and all
other liability whatsoever which may arise in connection with
Custodial Accounts, except liability arising
from Unified's gross negligence or willful misconduct.  Except as
provided in ERISA, Unified shall be under no duty to take any
action other than as specified with respect to the Custodial
Account unless the Trustee, Administrator, Employer or the
Participant furnish Unified with instructions
in proper form, and Unified

specifically agrees to those instructions in writing; or to defend
or engage in
8

any suit with respect to the Custodial Account unless Unified
first agrees in writing to do so and is indemnified to Unified's
satisfaction.  Unified may conclusively rely upon and shall be
protected in acting upon any written
order from the Trustee, Administrator, Employer or the
Participant, or any other notice, request direction, consent,
certificate, or other instruments or paper believed by it to be
genuine and to have been properly executed,
and , so long as it acts in good faith, in taking or omitting to
any other action.  No amendment to any Plan shall place any
greater burden on Unified without its written consent.  Unified
shall not be liable for interest on any cash or cash balances
maintained in a Custodial Account.

ARTICLE VII, REMOVAL AND RESIGNATION OF LWIFIED,

Unified may resign at any time upon 30 days notice in writing, and
may be removed as custodian upon 30 days notice in writing.  Upon
resignation or removal, a successor custodian shall be appointed
by the Trustee,Administrator or Participant.  If a successor
custodian is not so appointed, then Unified will appoint such
sucessor custodian.  Upon receipt by Unified
of written appointment of a successor custodian, or upon
appointment by Unified of such successor custodian, Unified shall
transfer and pay over to the successor the assets ofthe Custodial
Accounts and all records pertaining to the Custodial Accounts,
provided that any successor custodian shall agree not to dispose
of any records of the pertaining to the Custodial Accounts without
the consent of Unified.  Unified may reserve the sum of money or
property, as it may deem advisable, for payment of all its fees,
compensation, costs and expenses, or for the payment of any other
liabilities constituting a change on or against the assets of the
Custodial Accounts, with any balance of the reserve remaining
after payment of all items to be paid over to the successor
custodian.


ARTICLE VIII, ACCOUNTING,

As soon as practicable after December 31 of each year, Unified
shall submit	to each Trustee, Administrator or to the Custodial
Account during that year. 	Unless objected to in writing within
60 days of receipt, the report will be deemed to have been
accepted and Unified shall be forever released and
discharged with respect to all matters included in the report.

ARTILCE IX, AMENDMENTS AND TERMINATION


Section 1. Amendments.

Unified may amend all or any part of this Agreement, prospectively
or retroactively, upon written notice in any manner not
inconsistent with applicable provisions of the Internal Revenue
Code.  Unified may amend its established fee and expense schedule
from time to time on prior written notice.

Section 2. Termination.

A Participant or a Trustee or Administrator acting on behalf of a
Participant may in writing terminate the Custodial Account at any
time.  Upon termination, all assets of the Custodial Account shall
be distributed in accordance with this agreement.  Upon completion
of such distribution, Unified shall be relieved from all further
liability with respect to all amounts so paid.

ARTICLE X. MISCELLANEOUS

Section 1.  Governing Law.

This Agreement shall be governed by the laws of the State of
Indiana.

Section 2 Writing Controls.

It is agreed that Unified has not made any statement, promises or
agreement or taken upon itself any engagement whatsoever verbally
or in writing in conflict with the terms of this Agreement and
that in any way modifies, varies, alters, enlarges, or invalidates
any of its provisions and that no obligations of Unified shall be
implied in additions to the obligations of Unified shall beimplied
in additions to the obligations
herein stated.



Section 3.  Severability.

I 0

The invalidity or unenforceability of any particular provision of
this Agreement, in whole or in part, shall not affect the other
provisions of this Agreement and in such event, this Agreement
shall be constructed in all other aspects as if the invalid or
unenforceable provisions or part thereof was omitted.

Section 4.  Binding Effect.

This Agreement shall be binding upon being duly executed by both
the President of Unified and either its Chief Financial Officer or
General Counsel.



IN WITNESS WHEREOF, the parties hereto have caused this Custodian
Agreement to be signed by their respective duly authorized
officers and their corporate seals hereunto duly affixed and
attested, as of the day and year written.

	Fund Bruce Fund, Inc.
	By. R. Jeffrey Bruce    	Date April 18, 1991
	Attest Robert B. Bruce
	UNIFIED CORPORTATION
	By. Kimberlee F. Wilson	Date	4-19-91
	By D. Bogart	Date 4-18-91
	Attest Debra Yingling








1 2


Section 3.16. Communications Relating to Fund Portfolio
Securities.
The Custodian shall transmit promptly to the Fund all written
information (including, without limitation, pendency of calls and
maturities of securities and expiration of rights in connection
therewith) received by the Custodian from issuers of the
securities being held for the Fund.  With
respect to tender or exchange offers, the Custodian shall transmit
promptly to the Fund all written information received by the
Custodian from issuers of the securities whose tender or exchange
is sought and from the party making the tender or exchange offer.
If the Fund desires to take action with respect to any tender
offer, the Fund shall notify the Custodian at
least three days prior to the date on which the Custodian is to
take action.

Section 3.17. Actions Permitted Without Proper Instructions.  The
Custodian may in its discretion, without Proper Instructions from
the Fund:

(i)	make payments to itself or others for minor expenses of
handling securities or other similar items relating to its duties
under this Agreement; provided, that all such payments shall be
accounted for to the Fund;

(ii)	surrender securities in temporary form for securities in
definitive form;

(iii)	endorse for collection, in the name of the Fund,
checks, drafts, and other negotiable instruments; and

(iv)	in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and Property of
the Fund except as otherwise directed by the Directors of the
Fund.

Section 3.18. Accounting.  The Custodian shall furnish the Fund on
each day the Fund is open with a statement summarizing all
transactions and entries for the account of the Fund; and it
shall, at least monthly and from time to time upon request by an
Authorized Person, render a detailed statement of the securities
and other Property held for the Fund under this
Agreement.  The Custodian shall send the Fund confirmation of any
purchase or sale of securities or in the name of the Custodian or
shown on the books of a Securities System.






-10-

Section 3.19. Limitations of Custodian's Duties.  Without limiting
the generality of the foregoing, the Custodian shall be under no
obligation to inquire into, and shall not be liable for:

(i)	the validity of the issue of any securities, including
covered calls, purchased by the Fund, the legality of the purchase
thereof, or the propriety of the amount paid thereof;

(ii)	the legality of the sale of securities, including covered
calls, by or for the Fund, or the propriety of the amount for
which the same is sold;

(iii)	the legality of the issue or sale of any shares of the
capital stock of the Fund, or the sufficiency of the amount to be
received therefor;

(iv)	the legality of the declaration of any dividend by the Fund,
or the legality of the issue of any shares of the capital stock of
the Fund in payment of any stock dividend.

(v)	the legality of any loan of portfolio securities pursuant to
Article III of this Agreement, or the adequacy of any collateral
received by the Fund.

(vi)	determining whether any securities delivered to or held by
the Custodian for the account of the Fund are such as may properly
be held by the Fund under the provisions of the Fund's Articles of
Incorporation.

Section 3.20. Appointment of Sub-Custodian.  Securities, cash and
other Property of the Fund may be held by a SubCustodian appointed
by the Custodian, only in accordance with this Section 3.20. The
Custodian may, at any time and from time to time, appoint any
bank, trust company or other entity (meeting the requirements of a
custodian under the 1940 Act) to act as Sub-Custodian for the
Custodian to carry out such provisions of this
Agreement as the Custodian may from time to time direct; provided
further, that the appointment of any SubCustodian shall not
relieve the Custodian of its responsibilities and liabilities
hereunder.

ARTICLE IV.  OPERATIONS OF THE FUND

Section 4.01. Authorized Persons.  The Fund shall deliver to the
Custodian, duly certified as appropriate by a Secretary of the
Fund, the names, signatures and scope of authority of all persons
authorized to give Proper Instructions or any other such notice,
request, direction, instruction, certificate or instrument on
behalf of the Fund.  Such certificate may be accepted as
conclusive evidence of the facts set forth
therein and may be considered in full force and effect until
receipt by the Custodian of a similar certificate to the contrary.

Section 4.02. Proper Instructions.  The Custodian may rely on
Proper Instructions received and may assume, unless and until
notified in writing by Authorized Persons to the contrary, that
Proper Instructions received by it are not in conflict with or in
any way contrary to any provisions of the
Fund's Articles of Incorporation or By-Laws, resolutions of the
shareholders or Directors of the Fund, or the Fund's then-
effective registration statement on file with the Commission.

Any instructions which are not consistent with the terms and
conditions of this Agreement shall not be Proper Instructions
hereunder. oral instructions will be confirmed by the Fund, by
telex or in writing as set forth in Article I, but the lack of
such confirmation shall in no way affect
any action taken by the Custodian prior to its receipt of written
instructions in reliance upon such oral instructions.  In absence
of a written understanding to the contrary, Proper Instructions
must carry the signature of two Authorized Persons for
disbursements and withdrawals, and the signature of one Authorized
Person for trade execution orders.

Section 4.03. Additional Funds.  In the event that the Fund
establishes one or more subsequent series of shares with respect
to which it desires to have the Custodian render services as
custodian under the terms hereof, it
shall so notify the Custodian in writing, and if the Custodian
agrees in writing to provide such services, such series of shares
shall become a Fund hereunder.

Section 4.04. Person Having Access to Property of the Fund.








-12-

(i)	No Director, officer, or employee of the Fund shall have
physical
access to the Property of the Fund held by the Custodian or be
authorized or permitted to withdraw any Property of the Fund, nor
shall the Custodian deliver any Property of the Fund to any such
person.  No officer, director, or employee of the Custodian who
holds a similar position with the Fund or the Funds' investment
adviser or sub-advisers shall have physical access to the Property
of the Fund.

(ii)	Only duly authorized officers, employees,
representatives or agents of the Custodian, or other such persons
or entities for whose actions the Custodian shall be responsible
to the extent permitted hereunder, or the Fund's independent
accountant shall have physical access to the Property of the Fund
held hereunder.

(iii)	The Commission through its agents and employees shall,
at all times, have access to inspect all assets of the Fund.


ARTICLE V. RESPONSIBILITY OF THE CUSTODIAN

Section 5.01. Standard of Care.  In the performance of its duties
hereunder, the Custodian shall be obligated to exercise reasonable
care and diligence and to act in good faith and to use its best
efforts to assure the accuracy and completeness of all services
performed hereunder; provided, that the Custodian shall not be
liable for any loss or damage including reasonable attorneys fees
resulting from its actions or omission to act or otherwise
hereunder, except for any such loss or damage arising out of its
own bad faith, negligence, willful misconduct or other failure to
act in accordance with the standards of care set forth herein.
The Custodian may, with respect to questions of law, apply for and
obtain the advice and opinion of legal counsel to the Fund or of
its own counsel, at the expense of the Fund, and shall be fully
protected with respect to anything done or omitted by it in good
faith in conformity with such advice or opinion.  The
Custodian shall be liable to the Fund for any loss or damage
resulting from the use of a Securities System arising by reason of
any failure to act in accordance with the standards of care







-13-

set forth herein on the part of the Custodian or any of its
employees or agents.

The Custodian shall be liable to the Fund for any and all loss,
damage or expense to the Fund caused by or resulting from (i) the
acts or omissions of any Sub-Custodian or (ii) any failure of the
Custodian to enforce effectively such rights as it may have
against such Sub-Custodian or a Securities System.

Section 5.02. Compliance with Governmental Rules and Regulations.
The Custodian undertakes to comply with all applicable
requirements of the Securities Act of 1933, the 1934 Act, the 1940
Act and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to
the duties and obligations to be performed by the Custodian
hereunder.

Section 5.03. Indemnification.  The Fund agrees to indemnify and
hold harmless the Custodian from all claims and liabilities
(including reasonable attorneys fees) incurred by it or assessed
against it by any third party (other than the Fund or any
SubCustodian) in connection with the performance
of this Agreement, except as such may arise from the Custodian's
own bad faith, negligent action or inaction, misfeasance,
misconduct or other failure to act in accordance with the
standards of care set forth in this Agreement or breach of the
terms of this Agreement.


ARTICLE VI.  FEES AND EXPENSES

In consideration of its services, the Custodian shall receive the
fees and reimbursement of reasonable expenses as provided in its
fee schedule at the time this Agreement is executed (attached
hereto as Exhibit A), or from time to time thereafter.  Fees and
expenses shall be in accordance with the Custodian's current
schedule and shall be billed to the Fund in such a
manner as to permit payment by a direct cash payment to the
Custodian.  The Custodian may change its fee schedule by giving
notice of the change at least 30 days prior to the effective date
of the change.


ARTICLE VII.  TERMINATION






-14-

This Agreement shall continue in full force and effect until
terminated by either party by an instrument in writing delivered
or mailed to the other party, such termination to take effect not
sooner than 60 days after the date of such delivery or mailing.
In the event of termination, the Custodian shall be entitled to
receive prior to delivery of the securities, cash and other
Propertyheld by it, all accrued fees and unreimbursed expenses.
The Fund shall designate by a copy of a resolution
certified by the Secretary a successor custodian to accept
delivery of all of the Property of the Fund.

In the event that no certified copy of a vote of the Directors
shall have been delivered to the Custodian on or before the date
when such termination shall become effective, then the Custodian
shall have the right to deliver to a bank or trust company, which
is a "bank" as defined in the 1940 Act, doing business in
Indianapolis, Indiana, of its own selection, having an aggregate
net capital of not less than $25,000,000, all securities, cash and
other Property held by the Custodian and all instruments held by
the Custodian relative thereto and all other Property
held by it under this Agreement.  Thereafter, such bank or trust
company shall be the successor of the Custodian under this
Agreement.

In the event that securities, cash and other Property remain in
the possession of the Custodian after the date of the termination
hereof owing to the failure of the Fund to procure the certified
copy of vote referred to or of the Directors to appoint a
successor custodian, the Custodian shall be entitled to fair
compensation for its services during such period as the Custodian
retains possession of such securities, cash or other
Property and the provisions of this Agreement relating to the
duties and obligations of the Custodian shall remain in full force
and effect.

ARTICLE VIII.  MISCELLANEOUS

Section 8.01. Governing Law.  The provisions of this Agreement
shall be governed by and construed in accordance with the laws of
the State of Indiana.








-15-

Section 8.02. Binding Effect.  This Agreement shall be binding
upon being duly executed by an Authorized Person of the Fund and
by two designated officers of the Custodian.

Section 8.03. Writing Controls.  It is agreed that the Custodian
has not made any statement, promises or agreement or taken upon
itself any engagement whatsoever verbally or in writing in
conflict with the terms of this Agreement or that in any way
modifies, varies, alters, enlarges or invalidates any of its
provisions and that no obligations of the Custodian
shall be implied in addition to the obligations herein stated.

Section 8.04. Assignment.  Neither party hereto may assign this
Agreement or any of its rights or obligations hereunder without
the express written consent of the other party.

Section 8.05. Severability.  The invalidity or
enforceability of any particular provision of this Agreement, in
whole or in part, shall not affect the other provisions of this
Agreement and in such event, this Agreement shall be construed in
all other aspects as if the invalid or unenforceable provisions or
part thereof was omitted.








-16-



IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and behalf as of the date
first 4bove written.

	UNIFIED	BRUCE FUND, INC.
	CORPORATION


	BY: Margaret R. Buhner	BY: R. Jeffrey Bruce


	ITS: Manager Custody Services	ITS: Secretary


	BY: D. Bogart


	ITS: President








-17-


Unified Corporation



AGREEMENT FOR SPECIFIED ACCOUNTING SERVICES

This Agreement, made this llth day of
April, 1991, to be effective as of the 13th
day of May, 1991
	between the Bruce Fund		(the
"Fund"), an open-end investment company
duly organized and existing under the laws
of the State of Maryland and Unified (the
"Service Agent") duly organized under the
laws of the State of Indiana.

The Fund hereby appoints Unified as tne
agent to provide the following specified
services:

 Unified will report the Fund's
net asset value per share to NASDAQ
each day by the required deadline.

 Unified will process
disbursement checks for the payment
of Fund expenses, only as authorized
by designated Fund personnel, on a
weekly basis.

Unified will rely on the net asset value
quoted to them by the Fund's own fund
accounting agent for entering it into
NASDAQ, and assume that it will be provided
to them before the cutoff time for NASDAQ
reporting.  Unified will also rely on the
information provide to them and authorized
by the designated Fund personnel.  Unified
can not be held liable for errors which may
occur as a result of incorrect information
being provided to them.

For providing these services, Unified will
charge the Fund $2 per expense check
processed to be paid monthly.  No charge
will be made for reporting the Fund's net
asset value to NASDAQ.

This Agreement shall remain effective until
terminated by either party.



Fund Bruce Fund, Inc.

By R. Jeffrey Bruce

Attest Robert B. Bruce

UNIFIED ADVISERS

By Debra Yingling

By D. Bogart

Attest Margaret Buhner



429 NORTH PENNSYLVANIA STREET,
INDIANAPOLIS, IN 46204-1897
(317)	634-3301
FAX (317) 634-3412






TRANSFER AGENT AGREEMENT



This Agreement, made this   18th        day of    April
19 91 be effective as of May 13, 1991, by and between Bruce Fund,
Inc.

(the "Fund"), an open-end investment company duly organized and
existing under the laws of the State of Maryland and Unified (the
"Transfer Agent"), which is a duly-registered transfer agent.
The Transfer Agent is duly organized and existing under the laws
of the State of Indiana.

Article 1.

Section 1. The Fund hereby appoints the Transfer Agent as its
Transfer, Registrar, Redemption Agent and Dividend Disbursing
Agent, and the Transfer Agent accepts such appointments and
agrees to act in such capacities upon the terms set forth in this
Agreement.

Section 2. The Transfer Agent agrees to comply with all relevant
provisions of the Investment Company Act of 1940 (the "Act"), the
Internal Revenue Code, other applicable laws and all applicable
rules and regulations thereunder.

Section 3. If the Fund is a series company for purposes of Rule
18f-2 under the Act, the term "Fund" as used in this Agreement
and Fee Schedule shall be deemed to refer to each such series as
a separate portfolio unless the context otherwise requires.  In
performing its functions hereunder, the Transfer Agent shall in
all cases comply with the procedures and conditions
set forth in the Fund's then current Prospectus and Statement of
Additional Information ("SAI"), as provided to the Transfer Agent
by the Fund.  To the extent that the Prospectus and SAI cover
procedures and duties of the Transfer Agent, agreement as to such
matters must have been reached between
the Transfer Agent and the Fund 30 days prior to the
effectiveness of the Prospectus.

Article II.  ISSUANCE OF SHARES

Section 1. The Transfer Agent shall make original issues of
shares of the Fund ("Shares") in accordance with Sections 3 and 4
below and with the Fund's then currently
effective Prospectus upon being furnished with (i) a certified
copy of a resolution or resolutions of
Unifiedthe Board of Directors of the Fund authorizing such issue
and (ii) necessary funds for the payment of any original issue
tax applicable to such additional Shares.  If requested, a copy
of the opinion of counsel as
to the validity of such additional Shares shall be furnished to
the Transfer Agent upon the Fund's filing of its Rule 24f-2
Notice under the Act with the Securities and Exchange Commission.
The Transfer Agent will maintain mutual fund account records in
the usual form in which, among other details, it will note the
issuance, transfer and redemption of Shares, whether certificated
or not.  The Transfer Agent will keep account records, in which
it will note the names and registered addresses of shareholders
of the Fund ("Shareholders") and
the number of full and fractional Shares owned by them.
I

Section 2. In case of any request or demand for the inspection of
the share records of the Fund, the Transfer Agent shall endeavor
to notify the Fund and to secure instructions as to permitting or
refusing such inspection.  However, the Transfer Agent may
exhibit such records to any person in any case where it is
advised by its counsel that it may be held
liable for failure to do so, unless indemnified against such
liability by the Fund.

Section 3. For the purposes of this Section, the Fund hereby
instructs the Transfer Agent to consider Shareholder payments as
available for investment in accordance with the policies and
procedures set forth in
the Fund's then current Prospectus and SAI.  Immediately after
the time or times and on each day on which the Fund's then
current Prospectus or SAI
states that its net asset value per share shall be determined,
the Transfer Agent shall obtain from the Fund or its designated
agent a quotation of the net asset value per share determined as
of such time on such day.  The Transfer Agent reserves the right
to charge the Fund its reasonable costs
of making corrections to Shareholder records if it is later
determined that the Fund, or it's agent(s) supplied an inaccurate
net asset value.

The Transfer Agent shall, on the same business day on which any
order for the purchase of Shares is received and utilizing the
net asset value per share next determined after the receipt of
such order, determine the amount to be invested and the number of
Shares and fractional Shares (rounded to three decimal places) to
be purchased.  The Transfer Agent
shall thereupon as agent for the Shareholders place a purchase
order with the Fund for the proper number of Shares and
fractional Shares to be purchased and confirmed such number to
the Fund in writing.  The Transfer Agent shall total the amount
available for investment in Shares at the net
asset value determined by the Fund or its designated agent at
each Fund pricing time.

Unified                                         2

The Transfer Agent shall pay over to the Custodian Bank the net
asset value of Shares and fractional Shares purchased immediately
upon receipt of the consideration therefor.
In the event that any check or other order for the payment of
money is returned u- ;)aid for any reason, the Transfer Agent
shall give prompt notification to the Fund of the non-payment of
said check and take such action as the Fund may authorize by
written instructions.
Any profit on the liquidation of unpaid Shares accrues to the
Fund.  In the event of a loss upon the liquidation of unpaid
shares, other than as a result of an error or mistake of the
Transfer Agent, the Transfer Agent will charge the purchaser's
account for the amount of such loss.  If the
loss can't be recovered from the Shareholder, the Fund will be
liable for the loss.  In the event of a loss or gain due to an
incorrect adjustment to the Shareholder's account by the Fund's
agent(s), the loss or gain will be
netted on the books of the Fund and settled annually.
Section 4. The Transfer Agent, in making the calculations
provided for in Section 3, of this Article II shall rely on its
record of available investment funds.  The proper number of
Shares and fractional Shares shall then be issued daily and
credited by the Transfer Agent to the shareholder
accounts.  The Transfer Agent shall furnish each Shareholder with
a confirmation of each purchase of Fund Shares.  For equity
funds, the Transfer Agent shall mail to each Shareholder a
confirmation of each purchase (if provided for under the
provisions of the Shareholder's account) with copies to one
interested party if requested.  For Money
Funds, such confirmations will, among other details, show the
prior Share balance, the new Share balance, the dollar value, the
Shares for which stock certificates are outstanding (if any), the
amount invested and the price paid for the newly-purchased
Shares.  In addition, The Transfer Agent
can supply the Shareholder with purchase confirmations for Money
Funds, by the aforementioned procedure, or with a monthly
statement.The Transfer Agent shall send a copy of the Fund's then
current Prospectus with the confirmation of the first purchase by
any new account opened through an exchange without an
application.The Fund agrees to provide the Transfer Agent with an
adequate supply of its Prospectus, as in effect from time to
time, to fulfill its obligations
under this Section.
The Transfer Agent shall provide the Fund with the total number
of shares issued by the Fund each day.

Unified                                        3
Article M. REDEMPTIONS

Section 6. The Transfer Agent shall process all requests from
Shareholders to redeem Shares and determine the number of Shares
required to be redeemed to make monthly payments, automatic
payments or the like and advise the Fund, on the same business
day that the request for redemption
was received, of the total number of Shares and fractional Shares
(rounded to three decimal places) to be redeemed.  The Fund or
its designated agent shall then quote to the Transfer Agent the
applicable net asset value; whereupon the Transfer Agent shall
furnish the Fund with an appropriate
confirmation of the redemption and process the redemption, at the
net asset value per share next computed after receipt of the
order for redemption, by filing with the Custodian Bank an
appropriate statement and making the
proper distribution and application of the redemption proceeds in
accordance with the Fund's Prospectus or SAI.  The stock registry
books recording outstanding Shares and the individual account of
the Shareholder shall be properly debited.  If provided for under
the provisions of the shareholder's account, the Transfer Agent
shall mail to each Shareholder a confirmation of
each redemption with a copy to an interested person if requested.
Such confirmation shall among other details show the prior Share
balance, the new Share balance and total dollar value thereof,
the Shares for which stock certificates are outstanding (if any),
the amount redeemed and the price received for the redeemed
Shares.

Section 2. The proceeds of redemption shall be remitted by the
Transfer Agent, in each case by check or other instrument drawn
against funds held by the Fund in the Custodian Bank, in
accordance with the Fund's then currently effective Prospectus or
SAI as follows:

(a)	By check drawn to the order of and mailed to the Shareholder
at the address of record not later than the fifth business day
after the redemption request is received.

(b)	By wire to a previously designated bank or broker upon
telephone request, without signature guarantee, if such
redemption procedure has been elected by the Shareholder.

(c)	By Automated Clearing House transfers payable to the
Shareholder of record and transmitted for deposit to the bank
account previously designated in the application form or by
written authorization, in the case of an expedited telephone
redemption.




Unified                                         4

(d)	In accordance with the order of the Shareholder in the case
of redemptions by draft or use of a debit or ATM card.
(e)	To a person other than the Shareholder or to an address
other than the Shareholder's registered address only if
instructions are received in writing with signature guaranteed in
accordance with the Fund's Prospectus.  Planholders transferring
to another custodian are not required to obtain written signature
guarantees but are required to obtain the
written acceptance of the new custodian.
(f)	If in accordance with the Fund's policies, the Transfer
Agent will accept facsimile requests.
(g)	By other procedures commonly followed by mutual funds and
mutually agreed upon by the Fund and the Transfer Agent prior to
the request(s).Any change in the designated bank or brokerage
account or registered address will be accepted by the Transfer
Agent only if made in writing by
the Shareholder, with signature guaranteed, unless a different
procedure is agreed to in writing by the Fund and the Transfer
Agent.If required by the Fund's then current Prospectus or SAI,
the request and stock

certificates, if any, for Shares being redeemed, must have the
owner's signature guaranteed by a domestic commercial bank or
trust company or a member firm of a national securities exchange
or the National Association
of Security Dealers ("NASD").  If share certificates have not
been issued to the redeeming Shareholder, the signature of the
Shareholder on the redemption request mut be similarly
guaranteed.  If the Fund authorizes
the Transfer Agent by written instructions to waive the signature
guarantee in certain instances, the Fund holds the Transfer Agent
harmless in the event that an unauthorized person withdraws
funds.

For the purposes of redemption of Shares which have been
purchased by check within 15 calendar days of a receipt of the
redemption request for such shares, the Fund shall provide the
Transfer Agent, from time to time,
with written instructions concerning the time within which such
requests may be honored.  The Transfer Agent will rely on the
last written instruction received.  The Transfer Agent has no
responsibility to determine if any investment payment will be
reversed for any reason and is
not responsible in any way for the failure of any investment to
be collected.

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The authority of the Transfer Agent to perform its
responsibilities under Article VI, Sections 4 and 5 shall be
suspended upon the Transfer
Agent's receipt of notification of the suspension of the
determination of the Fund's net asset value.

Article IV.  DIEVIDENDS

Section 1 . Upon the declaration of each dividend and each
capital gains distribution by the Board of Directors of the Fund,
the Fund shall notify the Transfer Agent by written instructions
within sufficient time of
the date of such declaration, the amount payable per share, the
sources from which such dividend or distribution is made, and,
unless such dividend is a
regular daily or monthly dividend payable by a money market or
other fund, the record date for determining the Shareholders
entitled to payment.  The
ex-date and payment date shall always be the next determination
of net asset value after the record date.  The Transfer Agent
shall withhold such sums as
may be required to be withheld under applicable income tax laws,
rules and regulations.

Section 2. Upon the payment date of a dividend or distribution
declared by the Fund's Board of Directors, the Fund or its agent
will cause the Custodian Bank to transfer to the disbursement
account maintained by the Custodian Bank in the name of the Fund
the total amount of such dividends or
distributions payable in cash to those Shareholders electing to
receive such dividends or distributions in cash.  On payment
date, the Transfer Agent
shall prepare a check in the appropriate amount and mail it not
later than the fifth business day after the payment date to such
Shareholder at his address of record or to such other address as
the Shareholder may have designated.  At the Shareholder's
option, payment may be made via Automated
Clearing House transfer to a bank account specified by the
Shareholder in writing.

With regard to Shareholders not electing to receive such
dividends or distributions in cash, the Transfer Agent will
automatically reinvest all
dividends and other such distributions in additional shares at
the net asset value per share on payment date.  When provided by
the provisions of the Shareholder's account, the Transfer Agent
will promptly mail to each
shareholder at his address of record or such other address as the
Shareholder may have designated a statement showing the number of
full and fractional shares (rounded to three decimal places)
currently owned by the Shareholder and the net asset value of the
shares so credited to the
Shareholder's account.
Unified                                        6

The Transfer Agent's dividend statement meets the requirements of
the Act and Rule 19a-1 thereunder for notification as to the
source(s) of dividend payment(s).

Article V. CERTIFICATES

Section 1. The Fund shall furnish to the Transfer Agent a
sufficient supply of blank share certificates and from time to
time will renew such supply upon the request of the Transfer
Agent.  Such blank share
certificates shall be signed manually or by facsimile signatures
of officers of the Fund authorized by law or the by-laws of the
Fund to sign share certificates and, if required, shall bear the
Fund's seal or facsimile
thereof.  In case any officer of the Fund who shall have signed
manually or whose facsimile signature shall have been affixed to
blank share certificates shall die, resign or be removed prior to
the issuance of such share certificates, the Transfer Agent may
issue or register such share certificates as the share
certificates of the Fund notwithstanding such
death, resignation or removal until otherwise directed by the
Fund; and the Fund shall file promptly with the Transfer Agent
such approval, adoption or ratification as may be required by
law.

Section 2. The Transfer Agent shall issue share certificates for
Shares only upon receipt of a written request from a Shareholder
or from a dealer except money market funds.  In all other cases,
the Transfer Agent shall dispense with the issuance and
countersignature of share certificates
whenever Shares are purchased.  The Transfer Agent shall process
purchase and redemption transactions by making appropriate
entries in the Fund's
account records.  The Transfer Agent may issue new full share
certificates in place of share certificates represented to have
been lost, destroyed or stolen, upon receiving indemnity
satisfactory to the Transfer Agent and the
Fund and may issue new share certificates in exchange for, and
upon surrender of, mutilated share certificates.  Prior to the
replacement of a lost or stolen certificate, a surety bond is
required and is at the shareholder's expense.  When mail is used
for delivery of share certificates
the Transfer Agent shall forward share certificates in "non-
negotiable" form by first-class mail, and share certificates in
"negotiable" form by registered mail, return receipt requested.
The Transfer Agent is not liable for certificates which were
received negotiable but not certified.

Whenever a Shareholder deposits Shares represented by share
certificates in an account, the Transfer Agent, upon receipt of
the share certificates registered in the name of the


Unified                                         7

Shareholder (or if not so registered, in proper form for
transfer), shall cancel such share certificates and make
appropriate entries in its stock
transfer records.The Transfer Agent shall retain all cancelled
certificates for redemption or transfer for a period of time as
set by SEC regulations promulgated by the Securities and Exchange
Commission ("SEC") during which time it shall be able to produce
said certificates upon appropriate notice
from the Fund.
Article VI.  GENERAL PROVISIONS

Section 1. The Transfer Agent will furnish balance services via
toll-free telephone, equity fund account confirmations with each
transaction, money fund account cofirmations with each
transaction or monthly (as desired by the investor), and account
confirmation statements as of December
31 of each year which include a listing of all transactions in
the account during the calendaryear then ended, plus income tax
reporting information.  The Transfer Agent may provide to the
Shareholders 24-hour account
transaction services and agency consolidated statements.

Section 2. The Transfer Agent shall report daily the sales and
redemptions in each state in a manner suitable for state "blue-
sky" reporting by the Fund.  The Transfer Agent has no further
responsibility as to controlling sales of Shares of the Fund or
maintaining the various registrations required under state "blue
sky" laws and regulations.  The Fund is responsible for updating
the system and halting Share sales in all states where the Fund's
registration is not effective.  Maintaining current
registration information on-line is the responsibility of the
Fund, or its designated agent.

Section 3. The Transfer Agent shall maintain records (which may
be part of the stock transfer records) in connection with the
issuance and redemption of Shares and dividend reinvestments, in
which will be noted the transactions effected for each
Shareholder and the number of Shares and
fractional Shares (rounded to three decimal places) owned by each
for which no share certificates are outstanding.  The Transfer
Agent shall create and maintain all necessary records including,
but not limited to, records required by Section 31(a) of the Act
and Section 17(A) of the Securities and
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.  The Transfer Agent agrees to make
available upon request and to preserve for the periods prescrbed
in Section 31(a) under the Act and
Section 17(A) of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder, any

Unified                                         8

records relating to services provided under this Agreement or
maintained by it on behalf of the Fund.  All such records shall
be the property of the
Fund.The Transfer Agent shall also maintain the following records
for each Shareholder's account: name, address, and tax
identification number; number of Shares held and specific form of
holding, including numbers and denominations of certificates, if
any; historical information regarding the
account of each Shareholder, including dividends paid,
distributions made and date and price for all transactions in a
Shareholder's account; any stop or restraining order placed
against a Shareholder's account; any
dividend reinvestment order, dividend address and correspondence
relating to the maintenance of a Shareholder's account; all tax
and withholding information relating to a Shareholder's account;
information with respect to withholding on foreign accounts.
The Transfer Agent shall maintain records for all accounts opened
by entities assigned an institution number (i.e. "different
distributors") so that where required the aggregate average daily
value of all of an institution's accounts can be determined and a
record of such values maintained, and so that duplicate
statements for the accounts can be
prepared and sent to each institution.  A representative file is
available for each institution.  It is the responsibility of the
Fund to update and maintain information in such file.
In the event either party is unable to perform its obligations
under the terms of this Agreement because of equipment or
transmission failure or damage beyond its control, acts of God,
or other causes reasonably beyond its control, such party will
not be liable to the other for any damages
resulting from such failure to perform or otherwise from such
causes.Section 4. The Transfer Agent shall cooperate with the
Fund's independent public acountants and shall take all
reasonable action in the performance of its obligations under
this Agreement to assure that the necessary information is made
available to such accountants for the expression of their
opinion, including but not limited to the opinion
included in the Fund's annual or semi-annual reports on Form N-
SAR, or of any successor annual report required by the Act or
rules thereunder to be filed by the Fund.
Section 5. In addition to the services as Transfer Agent and as
above set forth, the Transfer Agent will perform other services
for the Fund as agreed from time to time, including but not
limited to, preparation of
filing with the Internal Revenue Service and mailing to
Shareholders such federal tax information forms as are required
to be so prepared, filed and
Unified                                       9
n-tailed by applicable laws, rules and regulations, mailing
periodic reports of the Fund, and mailing initial notices of
Shareholders' meetings, pro)des, proxy statements, and
preparation of proxy voting reports for the
Fund.The Transfer Agent agrees to follow-up on missing TINs by
sending a letter and Form W-9 to the Shareholder.  If the
Transfer Agent does not receive TIN verification witin 60 davs of
the acknowledgement of the missing TINS, back-up withholding will
begin.  Upon receipt of a B-Notice
from the IRS, the Transfer Agent will research the accounts and
send out additional Form W-9's as necessary.  The Transfer Agent
will not be held liable for any penalties associated with B-
Notices served where a
shareholder has failed to return a TIN or signed W-9.  If B-
Notices are not
promptly delivered to the Transfer Agent once received by the
Fund, the Transfer Agent will not be held liable for any
penalties associated with
late processing.The Transfer Agent will provide the fund with a
list of all accounts
subject to back-up withholding annually.
The Transfer Agent shall answer telephone calls and
correspondence from Shareholders relating to their share accounts
during the Transfer Agent's normal business hours.  The Transfer
Agent shall respond to all
telephonic or written inquiries from Shareholders relating to the
administration of their accounts within three (3) business days.
Copies of all correspondence from Shareholders involving
complaints about the management of the Fund, the services
provided by or for the Fund, the
Transfer Agent or others, or concerning complaints relating to
the Fund shall be sent immediately to the Fund.  Summaries of any
similar matters conveyed by a Shareholder by telephone shall be
prepared by the Transfer
Agent and sent to the Fund within three (3) business days.
Telephone calls and correspondence on other matters will be
referred to the Fund.
The Transfer Agent shall keep records of Shareholder substantive
telephone calls and correspondence and replies thereto, and of
the lapse of time between receipt of such substantive telephone
calls and correspondence and the making of replies.  The Transfer
Agent shall make and retain for a reasonable time (not to exceed
3 months) tape recordings of all telephone
calls from Shareholders.
The Transfer Agent can provide the Fund with monthly standard
Director's Reports.



Unified                                         1 0

Section 6. Nothing contained in this Agreement is intended to or
shall require the Transfer Agent in any capacity hereunder to
perform any functions or duties on any day identified in the
Prospectus and/or SAI on which the Fund is closed.  Functions or
duties normally scheduled to be performed on such days shall be
performed on, and as of, the next business day on which the
Transfer Agent is open, except when the Transfer Agent is closed
to observe a legal emergency when the Fund is open and the Fund
has received purchases or redemption requests, such purchases and
redemptions shall be priced and executed "as of' such date on the
business day next following such day.

Section 7. The Fund agrees to pay the Transfer Agent compensation
for its services and to reimburse it for expenses, as set forth
in Schedule A attached hereto, or as shall be set forth in
amendments to such Schedule approved by the Fund and the Transfer
Agent.  All such payments and reimbursements are to be received
no later than five (5) days following the mailing of the
respective notice and shall be charged to and paid by the
Fund on a monthly basis.  It is understood that the Fund may, in
the future, undertake to perform certain of the services herein
contemplated to be performed by the Transfer Agent.  To the
extent, if any, the Fund undertakes such duties, the Transfer
Agent shall be relieved of such obligation, and the Fund and the
Transfer Agent shall mutually agree upon an appropriate
reduction, if any, in the fees set forth in Schedule A.

Section 8. The Transfer Agent shall not be liable hereunder for
any non-negligent action taken in good faith and reasonably
believed to be within the powers onferred upon it by this
Agreement.  The Fund shall indemnify the Transfer Agent and hold
it harmless from any and against any and all actions, suits and
claims, whether groundless or otherwise, arising
directly or indirectly out of or in connection with its
performance under this Agreement including but not limited to its
performance as Transfer Agent from and against any and all
losses, damages, costs, charges, counsel
fees, payments,. expenses and liabilities incurred by the
Transfer Agent in connection with any suh action, suit, or claim,
except such as shall result from its own negligent act or willful
misconduct.  The Transfer Agent shall
not be under any obligation to prosecute or to defend any action,
suit or claim arising out of or in connection with its
performance under this Agreement as Transfer Agent, which, in the
opinion of its counsel, may involve it in expense or liability.
At its option and upon request of the
Transfer Agent, the Fund may assume the entire defense of any
action, suit, or claim subject to the foregoing indemnity.  The
Transfer Agent shall give the Fund notice, and reasonable
opportunity to defend, any such action, suit, or claim, in the
name of the Fund or the Transfer Agent or both.  In
the event the Fund assumes the defense, the Transfer Agent shall
not be responsible for its own legal fees and expenses from the
date the Fund

Unified

so assumes the defense, except for such fees and expenses
incurred at the request of the Fund.  The Fund and the Transfer
Agent shall cooperate fully in the defense of any action, suit or
claim.The Transfer Agent at its expense will make corrections and
adjustments as may be required, where the Transfer Agent, its
officers, agents, employees or delegates are the cause of any
error made in rendering the services described in this agreement.

Without limitation of the foregoing:

(a)	The Transfer Agent may rely upon and shall not be liable to
the Fund for the advice furnished to it by the Fund, or for
statements made by accountants, brokers and other persons
believed by it in good faith to be expert in the matters about
which they are consulted and for any actions
taken in good faith upon such statements.

(b)	The Transfer Agent shall not be liable for any action
reasonably taken in good faith reliance upon any written
instructions or certified copy
of any resolution of the Board of Directors of the Fund,
provided, however, that upon receipt of a written instruction
from the Fund countermanding a
prior instruction which has been fully executed by the Transfer
Agent, the Transfer Agent shall attempt to honor to the extent
then possible, such later instructions and rely upon the
genuineness of any such document or correspondence reasonably
believed in good faith to have been validly
executed.

(c)	The Transfer Agent may rely and shall be protected in acting
upon any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report,
notice, consent, order, or other paper or document reasonably
believed by it to be genuine and to have been signed or presented
by the Shareholder, Fund or
other proper party or parties.

Section 9. The Fund shall promptly cause to be turned over to the
Transfer Agent (i) an accurate list of Shareholders of the Fund
showing the proper registered address and number of Shares owned
and whether such shares
are represented by outstanding Share Certificates or by non-
certificated share accounts, (ii) all records relating to
retirement plans, including
original applications signed by the planholders and original plan
accounts recording payments, contributions, deductions,
reinvestments, withdrawals
and liquidations, and (iii) all Shareholder records, files, and
other materials necessary or appropriate for proper performance
of the functions assumed by the Transfer Agent under this
Agreement (hereinafter called
"Materials").  The Fund agrees to indemnify and hold the Transfer
Agent, its successors and

Unified                                           1 2

assigns, harmless of and from any and all expenses, damages,
claims, suits, liabilities, actions, demand and losses of third
parties arising out of or in connection with any error, omission,
inaccuracy or other deficiency of such Materials, or out of the
failure of the Fund to provide any portion of
such Materials or to provide any information needed by the
Transfer Agent to perform knowledgeably its functions.  The Fund
agrees to pay reasonable compensation to the Transfer Agent to
cover the Transfer Agent's expenses in correcting any such error,
omission, inaccuracy or other deficiency of
the Materials.
Section 10.  The Transfer Agent acknowledges and agrees that all
books and records maintained for the Fund in any capacity under
this Agreement are the property of the Fund and may be inspected
by the Fund at any reasonable time.  Such books and records will
be shipped immediately to any successor transfer agent at the
Fund's cost.

The Transfer Agent agrees to regard and preserve as confidential
all records and other information relative to the Fund, and will
not without written authority of the Fund disclose to others,
during the ten-n of this Agreement or thereafter, any such
records or other information.

Section 11.  The following shall be a list of procedures to be
taken by the Transfer Agent should mail be returned to the Agent
undeliverable:
1.	The mail will be opened and the contents examined.  The
returned envelope will be stapled to the back of the paperwork.

2.	Using the name and social security number on the account, a
system search will be done to check for any other accounts which
may have a "deliverable" address.  If a different address is
found, the account with the bad address will be corrected and the
mail will be forwarded to the new address.

3.	If the account search is unsuccessful, the Agent will call
the AT&T dirctory in their city of residence to see if a new
number is available for this shareholder.  If there is a number,
the Agent will call to verify whether or not this is their
account and then send a letter to the new address asking them to
verify their social security number, new address and telephone
number.

4.	If unable to find a new listing in the AT&T directory, the
account will be coded as lost and the returned mail will be
placed in an alphabetically indexed file.

Unified                                       1 3

5.	A listing is available of all accounts coded as lost.  The
Fund's management can utilize this list if they wish to research
these accounts further.
6.	On June 30 of each year the Transfer Agency will provide a
listing of all accounts that are lost.  This listing will be
distributed to Fund management for escheatment purposes.
Section 12.  The Transfer Agent shall make available to the Fund,
the sales representative file program and access to persons
designated by the Fund.  The Fund is resonsible for all data
entry and its accuracy.

Article VII.  TERMS AND TERMINATION

Section 1. This Agreement shall remain effective until terminated
by either party.  Either the Fund or the Transfer Agent may give
90 days written notice to the other of the termination of this
Agreement, such termination to take effect at the time specified
in the notice; provided, however, the obligations set forth in
Sections 8, 10 and 11 of Article VI and Sections 6 and 7 of
Article VII, for the fiscal year of the Fund in which termination
occurs, Section 4 of Article VI, shall survive such
termination, unless satisfied.

Section 2. Should the Fund exercise its right to terminate this
Agreement pursuant to Section I of this Article VH, all out-of-
pocket expenses incurred by the Transfer Agent in connection with
the retrieval, compilation and movement of books, records and
material will be borne by the Fund.  Additionally, the Transfer
Agent reserves the right to charge for any other reasonable
expenses associated with such termination and/or a
charge equivalent to the average of three (3) months' fees.

Upon the termination of this Agreement for any reason, the
Transfer Agent agrees to provide the Fund with complete and
accurate records and to assist the Fund in the orderly transfer
of accounts and records.  Without limiting the generality of the
foregoing, the Transfer Agent agrees upon
termination of this Agreement:

(a)	to deliver to the Fund computer tapes containing the Fund's
accounts and records together with such record layouts and
additional information as may be necessary to enable the Fund to
utilize the information therein;


Unified                                       1 4

(b)	to cooperate with the Fund and any successor transfer agent
in the interpretation of the Fund's accounts and records; and
(c)	to forward all Shareholder calls to the new Transfer Agent
upon de-conversion.

(d)	to act in good faith, to make the conversion as smooth as
possible for the Fund.Section 3. The Transfer Agent shall
maintain a standard stockbroker's blanket bond on all its
employees, providing fidelity insurance as required
by rules of the NASD.  All employees at the time of employment
will have fingerprints made and checked by the FBI under
procedures established as standard for stock brokerage employees
by the NASD, as well as for transfer agency employees by the SEC.
Section 4. The practices and procedures of the Transfer Agent and
the Fund set forth in the Agreement, or any other terms or
conditions of this Agreement, may be altered or modified from
time to time as may be mutually agreed by the parties to this
Agreement.  In special cases the parties hereto may adopt in
writing such procedures as may be appropriate or
practical under the circumstances, and the Transfer Agent may
conclusively rely on the detrmination of the Fund that any
special procedure which has been approved by the Fund doesnot
conflict with or violate any requirements
of its Articles of Incorporation, By-Laws or Prospectus, or any
rule, regulation or requirement of any regulatory body.
Section S. This Agreement may be amended from time to time by a
supplemental agreement executed by the Fund and the Transfer
Agent.Section 6. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be
in writing and shall be delivered in person or sent by first
class mail, postage prepaid, to the respective parties as
follows:

If to the Fund:
           Bruce Fund, Inc.
           Suite 2414
           20 North Wacker Drive
           Chicago, IL  60606
---------------------------------

If to the Transfer Agent:

Unified
Unified Corporation

Attention: President

429 N. Pennsylvania Street

Indianapolis, Indiana 46204-1897

Section 7. The Transfer Agent and the Fund each represent and
warrant to the other as to itself that all actions required by
their respective Directors or Shareholders has been taken to
authorize the execution and delivery of this Agreement and the
consummation of the transactions
contemplated hereby; the execution and delivery of this Agreement
and consummation of the transactions contemplated hereby do not
contravene any provision of their respective charter or by-laws
or of any laws, regulations or orders of any government or agency
thereof to which it is subject; do not constitute the violation
or breach of any agreement or understanding to
which it is a party or by which it is bound; and upon its
execution and delivery, this Agreement shall be binding and
enforceable against it in accordance with its terms.

Section 8. The Transfer Agent may from time to time, with the
written consent of the Fund, delegate some or all of its duties
hereunder to others, who shall perform such functions as the
agent of the Transfer Agent.  To the
extent of such delegation, the term "the Transfer Agent" in this
Agreement shall be deemed to refer to both the Transfer Agent and
to its designee or to either of them, as the context may
indicate.  In each provision of this Agreement fixing or limiting
the liabilities or the delegations of the
Transfer Agent, or providing for the liability indemnification or
protection of the Transfer Agent, the term "the Transfer Agent"
shall include the Transfer Agents designee.  The Transfer Agent
shall not be relieved of any liabilities or obligation under the
Agreement in connection with such delegation of duties, shall be
responsible to supervise and assure that any such designee
properly performs the duties delegated to it, and shall be
responsible for the performance of the designee as though the
Transfer Agent had, itself, performed the duties so delegated.

Section 9. This Agreement may be executed in two or more
counterparts,each of which when so executed shall be deemed to be
an original, but such counterparts shall together constitute but
one and the same instrument, which is only effective if three
signatures are executed.

Section 10.  This Agreement shall extend to and shall be binding
upon the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Transfer Agent or by the Transfer

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Agent without the written consent of the Fund, authorized or
approved by a resolution of its Board of Directors.

Section 11.  This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements or
understandings between the parties.
Section 12.  Whenever pronouns are used herein, they shall be
interpreted in the neuter, masculine, feminine, singular or
plural as the context may require.
Section 13.  Except where specific time limits are herein
provided, no delay on the part of any party hereto in exercising
any power or right hereunder shall operate as a waiver thereof;
nor shall any single or partial
exercise of any power or right hereunder preclude other or
further exercise thereof or the exercise of any other power or
right.  No waiver shall be enforceable against any party hereto
unless in writing, signed by the party
against whom such waiver is claimed, and shall be limited solely
to the one event.
Section 14.  This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Indiana,
without giving effect to the principles of conflicts of law.

Article VIII.  DEFAULT

The following events shall be a default ("Default") of the Fund
under this Agreement:

(a)	Fund neglects or fails, in whole or in part, to observe any
of its obligations to the Transfer Agent to make any payments due
under this Agreement; or

(b)	Fund neglects or fails in whole or part to observe any of
its obligations to Transfer Agent stated herein; or

(c)	Fund assigns this Agreement or any of its rights hereunder
without the prior written consent of Transfer Agent.

Upon the occurrence of a Default, Transfer Agent may terminate
delivery of the services provided hereunder and recover from the
Fund:


Unified                                         1 7

(a)	Any payments due hereunder; and

(b)	All costs and expenses of collection, including reasonable
attorneys' fees; and

(c) Any and all damages available under law.


Article IX.  ARBITRATION

Section 1. In the event of a dispute between the parties under
this Agreement, the parties shall first seek to resolve such
dispute through good-faith, face-to-face negotiations between the
respective principals.  If negotiations are not successful, then
the dispute shall be referred to arbitration and such arbitration
shall be conducted in accordance with the rules of the American
Arbitration Association.

Section 2. The decision rendered through arbitration shall be
final and binding upon the parties hereto, and judgment shall be
entered in accordance with applicable law in any court having
jurisdiction thereof.  In rendering a decision, the arbitrators
shall be governed by the terms of this Agreement.








Unified                                       1 8

IN WITNESS WHEREOF, the parties hereto have caused this Transfer
Agent Agreement to be signed by their respective duly authorized
officers and their corporate seals, hereunto duly affixed and
attested, as of the day and year first above written.
Fund Bruce Fund, Inc.

B y R. Jeffrey Bruce

Attest Robert B. Bruce

UNIFIED CORPORATION

By Kimberlee F. Wilson

By D. Bogart

Attest Debra Yingling








Unified                                     1 9
SERVICES AGREEMENT


THIS AGREEMENT, effective as of  May 20,   1991 by
and between THE FIFTH THIRD BANK (the "Bank"), an Ohio state
chartered bank, and UNIFIED MANAGEMENT CORPORATION ("Unified"),
an Indiana corporation.

WITNESSETH THAT:


WHEREAS, Bruce Fund, Inc., a Maryland Corporation (the "Fund"),
is an open-end, diversified, management investment company
registered under the Investment Company Act of 1940, as amended
(the "194011 Act"); and,

WHEREAS, the Fund has appointed Unified as the Fund's Custodian
under an agreement dated April 18, 1991 (the "Custody
Agreement"); and

WHEREAS, Unified desires to hire Bank to assist in providing
custody of securities of the Fund, as set forth under the Custody
Agreement, and Bank is willing to perform such services upon the
terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto, intending
to be legally bound, hereby agree as follows:



ARTICLE I - APPOINTMENT AND DUTIES

1.	1 Appointment.  Unified, being duly authorized, hereby
hires Bank as its agent, to perform as a sub-custodian, those
services described in the Custody Agreement, a copy of which is
attached hereto and incorporated herein.  Subject to the
direction and control of Unified, Bank shall perform all the
obligations and duties thereof upon the terms and
conditions hereinafter set forth.  Bank shall provide sub-
custodian services to the Fund and agrees to be responsible to
Unified to the same extent as Unified is to the Fund under the
Custody Agreement.

1.	2 Services.  Bank shall perform all duties which shall
include but are not limited to those duties of a Company which is
a member of a National Securities Exchange, as defined in the
Securities Exchange Act of 1934, to safely keep all securities,
cash and other property of the Fund that has been delivered to
the Bank, and other such items necessary to carry out the Custody
Agreement in accordance with Rule 17(f)l of the 1940 Act.


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ARTICLE II - FEES

2.1	Compensation.  For the performance of its obligations
under this Agreement, Unified shall pay Bank a fee with respect
to each series of the Fund in accordance with the schedule
attached hereto as Schedule A. Unified shall reimburse Bank for
any reasonable out-of-pocket expenses and advances including, but
not-limited to, costs and expenses for postage, envelopes,
checks, drafts, reports, communications, statements and
other materials, telephone, and any and all assessments, taxes or
levies assessed on Bank for services provided under this Services
Agreement.  All fees and advances will be billed by Bank at the
end of each month.  Payment by Unified will be due within fifteen
days of receipt of the invoice.



ARTICLE III - CONCERNING THE BANK

3.1	Standard of Care.  The Bank shall be held to the exercise
of reasonable care in carrying out its obligations under this
Agreement, and shall be without liability to Unified for any
loss, damage, cost, expense (including attorneys' fees and
expenses), liability or claim unless such loss, damages, cost,
expenses, liability or claim arises from negligence, bad faith or
willful misconduct on its part or on the part of
any agent appointed.  The Bank shall be entitled to rely on and
may act upon advice of counsel on all matters, and shall be
without liability for any action reasonably taken or omitted
pursuant to such advice.  The Bank shall promptly notify Unified
of any action taken or omitted pursuant to advice of counsel.
The Bank shall not be under any obligation at any time
to ascertain whether the Fund is in compliance with the 1940 Act,
the regulations thereunder, the provisions of the Fund's charter
documents of By-laws, or its investment objectives and policies
as then in effect.

3.2	Actual Collection Required.  The Bank shall not be liable
for, or considered to be the custodian of, any cash belonging to
the Fund or any money represented by a check, draft or other
instrument for the payment of money, until the Bank or its agents
actually receive such cash or collect on such instrument.

3.3	No Responsibility for Title, etc.  So long as and to the
extent that it is in the exercise of reasonable care, the Bank
shall not be responsible for the title, validity or genuineness
of any property or evidence of title thereto received or
delivered by it pursuant to this Agreement.

3.4	Limitation on Duty to Collect.  Bank shall not be required
to enforce collection, by legal means or otherwise, of any money
or property due and payable with respect to securities held


-2-

for the Fund if such securities are in default or payment is not
made after due demand or presentation.

3.5	Reliance Upon Documents and Instructions.  The Bank shall
be entitled to rely upon any certificate, notice or other
instrument in writing received by it and reasonably believed by
it to be genuine.  The Bank shall be entitled to rely upon any
Proper Instructions actually received by it pursuant to this
Agreement.

3.6	Express Duties Only.  Neither the Bank nor Unified shall
have any duties or obligations whatsoever except such duties and
obligations as are specifically set forth in this Agreement, and
no covenant or obligation shall be implied in this Agreement
against the Bank.

3.7	Direction to Bank.  Bank is subject to Unified's
'direction and control with respect to Bank performing its
obligations under this Agreement.  Bank agrees to communicate
solely with Unified concerning the performance of its obligations
under this Agreement and shall not communicate with the Fund
without express approval from Unified.



ARTICLE IV - INDEMNIFICATION

4.1	Indemnification.  Unified shall indemnify and hold
harmless the Bank and any agent appointed and nominee of the Bank
or of such agent from and against any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability
(including, without limitation, liability arising under the
Securities Act of 1933, the 1934 Act, the 1940 Act, and
any state or foreign securities and/or banking laws) or claim
arising directly or indirectly (a) from the fact that Securities
are registered in the name of any such nominee, or (b) from any
action or inaction by the Bank (i) at the request or direction of
or in reliance on the advice of Unified, or (ii) upon Proper
Instructions, or (c) generally, from the performance of
its obligations under this Agreement, provided that the Bank
shall not be indemnified and held harmless from and against any
such loss, damage, cost, expense, liability or claim arising from
the Bank's failure to act in accordance with the standard of
reasonable car-e and any higher standard which may be applicable
pursuant to this Agreement.

 .4.2	Indemnity to be Provided.  If Unified requests the Bank to
take any action with respect to Securities, which may, in the
opinion of the Bank, result in the Bank or its nominee becoming
liable for the payment of money or incurring liability of some
other form, the Bank shall not be required to take such action
until the Custodian shall have provided indemnity therefor to the
Bank in an amount and form satisfactory to the Bank.

-3-

4.3	Security.  If the Bank advances cash or securities to the
Fund for any purpose, at Unified's request or as otherwise
contemplated in this Agreement, or in the event that the Bank or
its nominee incurs, in connection with this performance under
this Agreement, any losses, damage, cost expense (including
attorneys' fees and disbursements), liability or claim (except
such as may arise from its or its nominee's gross negligence,
bad faith or willful misconduct), then, in any such event, any
property at any time held for the account of the Fund shall be
security therefore and should the Fund fail promptly to repay or
indemnify the Bank, the Bank shall be entitled to utilize
available cash of the Fund and to dispose of other
assets of the Fund to the extent necessary to obtain
reimbursement or indemnification.



ARTICLE V - FORCE MAJEURE

5.1	Neither the Bank nor Unified shall be liable for any
failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without
limitation, acts of God; earthquakes; fires; floods; wars; civil
or military disturbances; sabotage; strikes; epidemics; riots;
power failures; computer failure and any such circumstances
beyond its reasonable control as may cause interruption, loss
or malfunction of utility, transportation, computer (hardware or
software) or telephoe communication service; accidents; labor
disputes; acts of civil or military authority; govrnmental
actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Bank, in
the event of failure or delay (1) shall not discriminate against
the Funds in favor of any other customer of the Bank in making
computer time and personnel available to input or process the
transactions contemplated by this Agreement and (ii) shall use
its best efforts to ameliorate the effects
of any such failure or delay.


ARTICLE VI - TERMINATION

6.1	This Agreement may be terminated by either party upon
sixty (60) days' written notice to the other party.  Upon the
termination of this Agreement, Unified shall pay Bank such
compensation as may be payable for the period prior to the
effective-date of such termination.

ARTICLE VII - MISCELLANEOUS.

7.1 Each party agrees to perform such
further acts as are necessary to effectuate the purposes hereof.
-4-
7 . 2 This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Ohio.

7.3	The captions in this Agreement are included for
convenience or reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
or effect.

IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the day and year first above written.

THE FIFTH THIRD BANK


By: Amanda Grimes
Trust Officer

UNIFIED MANAGEMENT CORPORATION




By:      D. Bogart
By:    Charles H. Field










-5-



CUSTODIAL FEE SCHEDULE

	Standard-Fee		Eml2loyer	Particil2ant

	Individual Retirement Plans
	IRA's	Annual fee of $10.00/participant/Plan
	SEP IRA	Annual fee of $10.00/participant/Plan
	403(b)	Annual fee of $10.00/participant/Plan

	Oualified Retirement Plans
	Profit Sharing and/or	Start-up fee of $100.00
	Money Purchase	Annual fee of $10.00/participant
	401K	Start-up fee of $100.00
		Annual fee of $10.00/participant

	Standard Services Provided

	-W-2P Reports
	-1099-R Reports
	-Year-end Statements
	-5498 Reports (*For MNs only)

	Additional Service Fees (Qualified Plans Only)
	OPTIONS
ELECTED

	-Summary Plan Description and Filing with	$250
	the Department of Labor

	-Revised/Modified Summary Plan Description	$ 100
	and Filing Revised Summary Plan Description
	with the Department of Labor

	-Annual Report of Employee Benefit Plan
	-Form SSW (required annually for plans with
	$10/Participant	F7
	100 or more participants)
	-Form 5500C (file for initial, final and every
	$10/Participant	7

third year plans with fewer than 100 participants)Minimum of $150
	-Form 530OR (alternate years file for plans with
	$10/Participant	7
	fewer than 100 participants)	Minimum of $100
	-Form SSW EZ (one participant and spouse plan)
	$10/Participant	7
		Minimum of $100

	-Summary Annual Report (posted at work site)	$100	7

-Consolidated Plan Reports (for 3rd party administrators)
-Annual Fee for Quarterly reports                      $150
-Plan Yearend report                                   $100

Termination and Transfer Fees

-Qualified Plans
$25/Participant
Minimum of $100



IN WITNESS WHEREOF, the parties hereto have caused this Pricing
Agreement to be signed by their respective duly authorized
officers and their corporate seals hereunto duly affixed and
attested, as of the day and year written.

Fund Bruce Fund, Inc.




	By R. Jeffrey Bruce	Date 4-19-91








	Attest Robert B. Bruce








	UNIFIED CORPORATION







	By Kimberlee F. Wilson	Date 4-22-91







		Date 4-22-91
	By D. Bogart






	Attest Margaret R. Buhner








2

TRANSFER AGENT FEE SCHEDULE

The prices contained herein are effective for twelve months from
the execution date of this contract.

This pricing structure assumes the Fund is using Unified for Fund
Accounting.  If not, additional fees will be negotiated.

Standard Fee

Basic Fee is $1.35 for money market funds and $1.15 for
equity/bond funds
per active Shareholder Account (for funds paying dividends no
more than quarterly) per month with a minimum fee of $10,000 per
year per portfolio.  An Active Shareholder Account is any
Shareholder Account existing on the Transfer Agent's computerized
files with a non-zero share balance, or with a zero share balance
and a history of dividend payments for the current calendar year,
as determined on the last day of each month.

The basic fee includes all telephone calls to/from the Transfer
Agent by Shareholders as well as all other incidentals except
for: cost of forms, statements, envelopes, postage, shipping and
statement microfiche copies. These are billed at cost.

For an additional fee of $0.20 per month per account, Unified
supports receivables accounting, 12b-1 fund reporting, back-end
sales load recapture accounting, and/or detailed dealer and
representative load commission accounting and reporting.  Funds
paying dividends more frequently than once per quarter
(generally, money market funds) are charged an additional $0.30
per month per account.

Standard Services Provided

-Opening new accounts
-Maintaining shareholder accounts
Includes:
-Maintaining certificate records -Changing addresses
-Daily reports on number of shares, accounts -Preparation of
shareholder federal tax information -Withhold taxes on U.S.
resident
and non-resident alien accounts
-Reply to shareholder calls and correspondence other than that
for
Fund information and

related inquiries
-Processing purchase of shares
-Issuing /Canceling of certificates (Excessive use may be subject
to additional charges) -Processing partial and complete
redemptions -
Regular and legal transfer of accounts -Mail processing of semi-
annual and annual reports -Processing dividends and distributions
-Prepare shareholder meeting lists -Initial proxy mailing -
Receiving and
tabulating of proxies -Confirmation of all transactions as
provided by the terms of each shareholder's account
-Provide a system which will enable Fund to monitor the total
number of shares sold in each
state.  System has capability to halt sales and warn of potential
oversell. (Blue Sky Reports) -Determination/Identification of
lost shareholder accounts -Consolidated 1099 reporting

20



Standard Reports Provided

-Daily Fund summary reports activity and accounts -Daily summary
of largest act

-New account report
-Daily Blue Sky sales/registration information report -Monthly
Fund activity summary -
Daily receivable listing (if applicable) -Daily shareholder
adjustment report -
Employee activitv audit report -Daily Fund performance report

Optional Services Available
21



IN WITNESS WHEREOF, the parties hereto have caused this Pricing
Agreement to
be signed by their respective duly authorized officers and their
corporate seals
hereunto duly affixed and attested, as of the day and year
written.
Fund- Bruce Fund, Inc
	By R. Jeffrey Bruce	date
4-24-91	Attest Robert B. Bruce
	UNIFIED CORPORATION
	By Kimberlee F. Wilson	Date 4-30-91
	By- D. Bogart	Date 4-30-91
	Attest Margaret R. Buhner



SCHEDULE A






UNIFIED CORPORATION
CUSTODY SERVICES FEE SCHEDULE
MARCH 1991



	Base Fee

	Asset Value Fee	1 Basis Point

	Minimum	$2,500.00


	Transaction Fees

	DTC Eligible Transactions	$12.00

	FED Eligible Transactions	$12.00

	Money Market Transactions	$44.00
	(includes purchase & maturity)

	Repurchase Agreements (5/3 Bank)	N/C

	Repurchase Agreements (Others)	$20.00
	(includes purchase & maturity)

	Third Party Repurchase Agreements	$18.00
	(includes purchase & maturity)

	Physical Transactions	$22.00

	Amortized Security Transactions	$45.00

	Options	$35.00

	Principal & Interest Paydowns	$6.00

	Wires & Check Disbursements	$8.00



IN WITNESS WHEREOF, each of the parties hereto has caused
	this Pricing Agreement to be executed	in its name and
behalf as
	of the date and year written.

	UNIFIED MANAGEMENT CORPORATION	BRUCE FUND, INC.

	BY: Margaret Buhner	BY: R. Jeffrey Bruce

	ITS: Manager, Custody Services	ITS: Secretary

	BY: D. Bogart	DATE: 4-19-91

	ITS: President

	DATE: 4-22-91




EXHIBIT 23(p)

CODE OF ETHICS

BRUCE FUND, INC.


Statement of General Policy

The basic principle which should govern all officers, directors
and employees of the Bruce Fund, Inc. (the "Fund") is that the
functions of the Fund should be carried on with loyalty to the
interest of its shareholders.  An investment company must be
operated exclusively for the benefit of its shareholders.

In adhering to the foregoing basic principle of loyalty, it is
recognized that directors, officers and employees must not profit,
directly or indirectly, due to their position or capacity in
relation to the Fund to the detriment or at the expense of
shareholders.  No person shall take for his own advantage any
corporate opportunity for profit, which that person learns about
due to such person's position.

1.	Definition of Terms Used

(a)	The term "person" means any officer, director or employee
of the Fund or investment adviser to the Fund.

  (b)  The term "beneficial ownership" includes any security held
in the name of a spouse, minor child, relative or relative of a
spouse sharing the same household, and any security in which, by
reason of any contract, understanding, relationship, agreement or
other arrangement a person obtains present or future benefits
substantially equivalent to ownership.

(c)	The term "security" includes without limitation any and all
stocks, bonds, notes, bills, debentures and any interest commonly
known as a security including any interests which might be
selected for, or be included in, the Fund's portfolio and
including puts, calls and other options or rights in such
securities.

2.	Transactions With The Clients

No person shall sell to, or purchase from, the Fund any security
or other property (except merchandise in the ordinary course of
business), in which such person has a beneficial
interest, unless such purchase or sale involves solely publicly
issued securities of the Fund.

3.	Disclosure of Information

(a)	No person shall discuss with or otherwise inform others of
any actual or contemplated security transaction by the Fund or its
advisers except in the performance of employment duties or in an
official capacity and then only for the benefit of the Fund or an
adviser, as appropriate, and in no event for personal gain or for
the benefit of others.

(b)	No person shall release information to dealers or brokers or
otherwise (except to those concerned with the transaction) as to
any investment portfolio changes, proposed or in
process, except (i) upon the completion of such changes, or (ii)
when the disclosure results from the publication of a prospectus,
or (iii)	in conjunction with a regular report to shareholders or
to any governmental authority resulting in such information
becoming public knowledge, or (iv) in connection
with any report to which shareholders are entitled by reason of
provisions of the articles of incorporation, by-laws, rules and
regulations, or similar documents governing the operation of the
Fund's accounts.

4.	Preferential Treatment

No person shall seek or accept favors, preferential treatment,
special benefits or other consideration due to their association
with the Fund or an adviser, except those usual and normal
benefits directly provided by the Fund or an adviser.

5.	Conflicts of Interest

If any person is aware of a personal interest which is, or might
be, in conflict with those of the Fund, that person should
disclose the situation or transaction and the nature
of the conflict to the Board of Directors of the Fund for
appropriate consideration.

6.	Personal Security Transactions

It is in the best interest of the Fund that no person knowingly
takes advantage of a corporate opportunity for personal benefit or
takes action inconsistent with such person's obligations to the
Fund.  To that end, therefore, no person shall purchase or sell
for such person's own account or for any relative or associate,
any security (except nonvolitional purchases and sales, such
as dividend reinvestment programs or "calls" or redemptions of
securities) which he or she knew or should have known the Fund or
adviser is in the process of purchasing or selling, or which is
under consideration for purchase or sale by the Fund.  Under
unusual circumstances, such as a personal financial emergency,
application for an exception may be made to the Board of
Directors, which application may be granted or denied.  This
Paragraph shall not apply to transactions involving U.S.
Government securities, bankers' acceptances, bank certificates of
deposit, commercial paper and shares of registered open-end
investment companies.

7.	Procedures

To ensure that the required records are maintained to implement
the policies set forth in this Code of Ethics,

(a)	Each person shall report to the Board of Directors the
ownership, purchase or sale of any security in which such person
has or acquires a beneficial interest of 1/2 of 1% or more
of the amount of such security outstanding.

-2-

(b)	Any person who in connection with regular functions or
duties, makes, participates in or obtains information regarding
the purchase or sale of securities or whose functions relates to
the making of any recommendation with respect to purchase or sales
for the Fund, shall report to the Board of Directors all purchases
or sales of any security in which such person has, or by virtue of
such transaction acquires, any beneficial interest; provided that
a "disinterested" member of the Board of Directors need not report
security purchases and sales, except where such director knew, or
should have known at the time of the transaction that, during a
15-day period immediately preceding or after the date of a
transaction in a security by such person, such security is to be,
or was, purchased or sold by the Fund or such purchase or sale is
or was considered by the Fund or the adviser for inclusion in the
Fund's portfolio.  This paragraph 7(b) shall not apply to (i) non-
volitional purchases and sales, such as dividend reinvestment
programs or "calls" or redemptions or(ii)	transactions
involving U.S. Government securities, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of registered
open-end investment companies.

(c)	All such reports shall be in writing, shall be made within
ten days after the close of the calendar quarter in which such
purchase or sale was effected, and shall set forth the title of
the security, the date and nature of the transaction, the amount
of securities involved, the purchase or sale price, the
broker/dealer or bank through whom the transaction was effected
and the extent of such person's interest in the transaction.

(d)	Board of Directors will take whatever action it deems
necessary with respect to any officer or employee of an adviser or
the Fund who violates any provision of this Code of Ethics.

8.	Research Reports

The fact that a security has been the subject of a formal or in-
formal research report shall not, in and of itself, indicate that
the security is under consideration for purchase or sale.  No
person shall be considered as knowing, nor be said to be in a
position of knowing, that a security was under consideration for
purchase or sale or that such security had been purchased or sold
solely on the basis of receipt of a research report thereon.

9.	Condition of Employment or Service

All persons shall conduct themselves at all times in the best
interests of the Fund.  Compliance with the foregoing rules shall
be a condition of employment or continued affiliation with the
Fund and adviser and conduct not in accordance with constitute
grounds for actions including termination of employment or removal
from office.



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