Z SEVEN FUND INC
PRE 14A, 1999-11-03
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                               Z-SEVEN FUND, INC.
                               1819 S. DOBSON ROAD
                                    SUITE 109
                                 MESA, AZ  85202
                                 (480) 897-6214

                               ------------------
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD DECEMBER 20, 1999
                               ------------------


To  the  Shareholders  of  the  Z-Seven  Fund,  Inc.:

     Notice  is  hereby given that the Annual Meeting of the Shareholders of the
Z-SEVEN  FUND,  INC.  (the  "Fund"), a Maryland corporation, will be held at the
offices  of KPMG LLP, One Arizona Center, Suite 1100, 400 E. Van Buren, Phoenix,
Arizona  on  December  20,  1999, at 11:00 A.M. (Mountain Standard Time) for the
following  purposes:

     1)  To  consider  and to act upon the election of five Directors for a term
of  one  year  until the next Annual Meeting or until their successors have been
duly  elected  and  qualified;

     2)  To  approve  the  selection  by  the  Board of Directors of KPMG LLP as
independent public auditors for the Fund for the fiscal year ending December 31,
1999;  and,

     3)  To  consider and act upon a proposal to approve the Investment Advisory
Agreement  between  the  Fund  and  TOP  Fund  Management,  Inc.

     4)  To transact such business as may properly come before the meeting or at
any  adjournment  thereof.

     Shareholders  of  record  at the close of business on October 29, 1999, are
entitled  to  notice  of, and to vote at, the meeting, including any adjournment
thereof.  Shareholders  are  urged  to  mark, date, sign and return the enclosed
form of proxy at their earliest convenience so that a quorum will be present and
a  maximum  number  of  shares  may  be  voted.


                                   By  Order  of  the  Board  of  Directors,



                                   Barbara  D.  Perleberg
                                   Secretary

Dated:  November 19, 1999

<PAGE>
                               Z-SEVEN FUND, INC.
                               1819 S. DOBSON ROAD
                                    SUITE 109
                                 MESA, AZ  85202
                                 (480) 897-6214

                               ------------------
                                 PROXY STATEMENT
                               ------------------

                         ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD DECEMBER 20, 1999

     This  statement  is  furnished  in  connection with the solicitation of the
accompanying  proxy  by  the  Z-Seven  Fund,  Inc.  (the  "Fund"),  a  Maryland
corporation,  for  use  at  the Annual Meeting of Shareholders of the Fund to be
held  December 20, 1999, and at any adjournment thereof.  It is anticipated that
this  Proxy Statement and the accompanying form of Proxy will be given or mailed
to  shareholders  on  or  about  November  19,  1999.
     If  the enclosed proxy form is executed properly and returned in time to be
voted  at  the  meeting,  the  shares represented will be voted according to the
instructions  contained  therein.  Executed  proxies  that  are unmarked will be
voted:  (i)  for  the  nominees  of  the  Board  of Directors of the Fund in the
election  of  directors;  (ii)  in  favor  of  the  selection of the independent
auditors  for  the  Fund; and (iii) to approve the Investment Advisory Agreement
between  the  Fund and TOP Fund Management, Inc. Any proxy may be revoked at any
time  prior  to  its  exercise  by  filing  with  the  Fund  a written notice of
revocation,  by  delivering  a  duly  executed proxy bearing a later date, or by
attending  the  meeting  and  voting  in  person.
     The Board of Directors has fixed the close of business on October 29, 1999,
as  the record date for the determination of shareholders entitled to notice of,
and  vote  at,  the meeting or any adjournment thereof, and only shareholders of
record  at  the  close  of  business  on  that  day  will  be  entitled to vote.
     As  of  October 8, 1999, there were issued and outstanding 2,394,531 shares
of  Common Stock.  Each share of Common Stock is entitled to one vote.  There is
no  provision  for  cumulative  voting.  Shares  held by shareholders present in
person  or  represented  by  proxy  at  the Meeting will be counted both for the
purpose  of  determining  the presence of a quorum and for calculating the votes
cast on the issues before the Meeting. An abstention by a shareholder, either by
proxy  or  by  vote  in person at the Meeting, has the same effect as a negative
vote.  Shares  held  by  a  broker  or  other  fiduciary as record owner for the
account  of  the  beneficial owner are counted toward the required quorum if the
beneficial  owner  has  executed and timely delivered the necessary instructions
for  the  broker  to  vote  the  shares  or  if  the  broker  has  and exercises
discretionary  voting  power.  Where  the  broker  or fiduciary does not receive
instructions  from  the  beneficial owner and does not have discretionary voting
power  as  to  one  or more issues before the Meeting, but grants a proxy for or
votes such shares, they will be counted toward the required quorum but will have
the  effect  of a negative vote on any proposals on which it does not vote.   In
accordance  with  Maryland  law,  shares held by two or more persons (whether as
joint  tenants,  cofiduciaries  or otherwise) will be voted as follows: unless a
written  instrument or court order providing to the contrary has been filed with
the  Secretary  of the Fund:  (1) if only one votes, the vote will bind all; (2)
if  more  than one vote, the vote of the majority will bind all; and (3) if more
than  one  vote  and  the  vote  is  evenly divided, the shares will be voted in
accordance  with  the determination of a majority of such persons and any person
appointed  to  act  by  a court of competent jurisdiction, or, in the absence of
such  appointment,  the  vote  will  be  cast  proportionately.
     If, by the time scheduled for the meeting, a quorum is not present, or if a
quorum  is  present  but  sufficient  votes  in  favor  of  any of the proposals
described  in the Proxy Statement are not received, the persons named as proxies
may  propose  one  of  more  adjournments  of  the  meeting  to  permit  further
solicitation  of  proxies.  If  a quorum is present, votes will be taken for the
election  of  directors  and  on any proposal or proposals as to which there are
sufficient  votes  for  approval; and the remaining proposal or proposals may be
considered  at  an  adjourned meeting or meetings.  No adjournment will be for a
period  exceeding  120  days  after  the record date.  Any such adjournment will

<PAGE>
require  the  affirmative  vote  of a majority of shares present in person or by
proxy  at  the  session  of  the  meeting to be adjourned.  The persons named as
proxies  will vote in favor of any such adjournment those proxies which instruct
them  to  vote  in  favor  of  the  proposals  to be considered at the adjourned
meeting, and will vote against any such adjournment those proxies which instruct
them to vote against or to abstain from voting on all proposals to be considered
at  the  adjourned  meeting.
     The  Annual Report of the Fund for the fiscal year ended December 31, 1998,
including audited financial statements and the Semi-Annual Report for the period
ended  June  30,  1999,  were  mailed  to stockholders of record at the close of
business  on  March  1, 1999, and August 27, 1999, respectively.   The Fund will
furnish,  without charge, a copy of the Annual Report and the Semi-Annual Report
to  a  shareholder  upon  request  to  the address or phone number listed above.
     The  cost  of  solicitation  of  proxies will be paid by the Fund.  Persons
holding stock as nominees will be reimbursed, upon request, for their reasonable
expenses in sending or forwarding solicitation material to the principals of the
accounts.  In  addition  to  the  solicitation of proxies by mail, directors and
officers  of  the  Fund  may  solicit  proxies  in  person  or  by  telephone.
     As  of  October  8,  1999,  the  following  persons  owned  of  record,  or
beneficially,  5%  or  more  of  the  outstanding  shares  of  the  Fund:

<TABLE>
<CAPTION>

NAME AND ADDRESS OF BENEFICIAL OWNER  NUMBER OF SHARES  PERCENT OF CLASS
- ------------------------------------  ----------------  -----------------
<S>                                   <C>               <C>
Sir John M. Templeton                          644,728          26.93 (1)
P.O. Box 7759
Lyford Cay, Nassau, Bahamas

Barry Ziskin                                   599,628          25.04 (2)
2302 W. Monterey Circle
Mesa, AZ  85202

Thomas W. Lee                                  163,664           6.92 (3)
130  - 10th Street
San Francisco, CA  94103

William Wood                                   136,000           5.68 (4)
P.O Box 143
Bedford, VA  24523-0143
<FN>

     (1)  Agape  Co.,  S.A.  owns  644,728 shares. Agape Co., S.A. is indirectly
controlled  by Sir John Templeton.  The shares were issued to Agape in a private
placement in December, 1992.  The Fund is obligated to register these shares for
sale  in  the  open  market upon Agape's request.  Previous negotiations for the
repurchase  of  these  shares  by  the  Fund  have  been  discontinued.
     (2  )  The  shares  shown  include  368,002  shares  owned  by Ziskin Asset
Management,  Inc.,  of which Mr. Ziskin is sole shareholder; 53,200 shares owned
by  TOP  Fund  Management,  Inc.,  of  which Mr. Ziskin is sole shareholder; 600
shares  owned  by  The Opportunity Prospector, Ltd., of which Mr. Ziskin is sole
shareholder;  and  93,863  shares  owned by Ziskin Asset Management, Inc. Profit
Sharing  Plan,  of  which  Mr.  Ziskin  is  Trustee.
     (3)  The shares held by Mr. Lee, who is an Officer and Director of Red Cart
Market,  Inc.  and  President  of The San Francisco Advertiser, include:  50,050
shares  owned  by  The San Francisco Advertiser; 43,500 shares owned by Red Cart
Market,  Inc.  Profit  Sharing  Plan;  28,714 shares owned by The Lee Investment
Partnership;  31,000 shares owned by The San Francisco Advertiser Profit Sharing
Plan, of which Mr. Lee is a Trustee; and 3,200 shares owned by Red Cart Market ,
Inc.  D.B.A.  Pet  Club  Profit  Sharing  Plan.
     (4)  The  shares  held by Mr. Wood are registered at Norwest Bank Minnesota
Shareowner  Services  in  record  name.
</TABLE>

<PAGE>
                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

     The Bylaws of the Fund provide that the Board of Directors shall consist of
not less than three nor more than fifteen directors, with the exact number being
set  from  time  to  time  by  the  Board.  The Board currently consists of five
directors, each of whom serves until the next annual meeting of stockholders and
until  his  or  her  successor, if there is to be one, is elected and qualified.
The  individuals  named in the following table have been nominated by the Fund's
Board of Directors for election as directors, each to hold office until the next
Annual  Meeting  of  Shareholders and until his or her successor is duly elected
and  qualified.  All  five of the nominees are currently members of the Board of
Directors.  Each  of the nominees has consented to his or her nomination and has
agreed  to  serve  if  elected.

IF  THE  PROXY  CARD IS PROPERLY EXECUTED BUT UNMARKED, IT WILL BE VOTED FOR ALL
THE  NOMINEES.  If  for  any  reason,  any  nominee  should not be available for
election  or able to serve as a director, the proxies will exercise their voting
power in favor of such substitute nominees, if any, as the Board of Directors of
the  Fund  may  designate.  The  Fund  has  no reason to believe that it will be
necessary to designate a substitute nominee.  The Directors will be elected by a
plurality  of  all  votes  cast  at  the  meeting.

<TABLE>
<CAPTION>
                                                                                                Shares of
                                                                                               Common Stock
                           Positions Held            Principal Occupation             Director  Beneficially
Name (age)                   With Fund                During Past 5 Years              Since       Owned      % of Class
- -------------------------  --------------  -----------------------------------------  --------  ------------  -----------
<S>                        <C>             <C>                                        <C>       <C>           <C>
Maria De Los Santos (37)   Director        Controller, DDC-I, Inc. (1994-present);    12/11/98  N/A                   **
809 Baylor Lane                            Secretary/ Treasurer, Z-Seven Fund,
Chandler, AZ 85225                         Inc., TOP Fund Management, Inc., and
                                           Ziskin Asset Management, Inc.
                                                                         (1988-1994)

Albert I. Feldman (72)     Director        Retired, CFO, The San Francisco             11/6/98        81,050     3.38 (1)
184 Amber Dr.                              Advertiser (1970-1998)
San Francisco, CA  94131

Dr. Jeffrey Shuster (47)   Director        President & CEO,                            3/16/86           600          **
32 East Ridge Court                        Jeffrey Shuster, DDS, PC
Cheshire, CT 06410                         A Professional Corporation
                                                                      (1981-present)

Barry Ziskin* (47) (2)     Director,       President, Ziskin Asset                     9/16/83       599,628    25.04 (3)
2302 W. Monterey Circle    President       Management, Inc. (1975-present);
Mesa, AZ  85202                            President, TOP Fund Management,
                                           Inc. (1983-present)

Rochelle Ziskin* (45) (4)  Director        Asst. Professor, Univ. of Missouri-         4/08/85        17,600          **
5119 Wyandotte, #3 South                   Kansas City (1994-present); J.P.
Kansas City, MO 64112                      Getty Fellow, (1993-94); Visiting
                                           Asst. Professor, Univ. of Oregon (1993);
                                           Ph.D., Harvard Univ. (1985-1992)
<FN>

**   Less  than  1%
*    Nominees  considered  "Interested  Persons"  of  the  Fund
(1)  These  shares  include 50,050 shares owned by the San Francisco Advertiser, of which Mr. Feldman was CFO until 1998,
     and 31,000  owned  by  the  San  Francisco Advertiser Profit Sharing Plan, of which Mr. Feldman is Trustee with shared
     voting  power.
(2)  Mr.  Ziskin  is  the  principal  executive  officer  and  only  director  of  the  Fund's  Investment  Advisor.
(3)  Please  see  table  of  5%  or  more  Beneficial  Owners,  Footnote  2.
(4)  Ms.  Ziskin  is  the  sister  of  Barry  Ziskin.
</TABLE>

<PAGE>
     Directors  of  the Fund as a group own beneficially 698,878 shares (29.19%)
of  the  outstanding  shares.  Mr.  Ziskin  beneficially  owns  25.04%  of  the
outstanding  shares,  as  follows:  Mr. Ziskin is the sole shareholder of Ziskin
Asset Management, Inc. which owns approximately 15.4% of the outstanding shares;
Mr.  Ziskin  is  the  sole  shareholder of TOP Fund Management, Inc., the Fund's
investment Advisor, which owns 2.2% of the outstanding shares; Mr. Ziskin is the
sole  shareholder of The Opportunity Prospector, Ltd. which owns less than 1% of
the  outstanding shares; Mr. Ziskin is Trustee for Ziskin Asset Management, Inc.
Profit Sharing Plan which owns approximately 3.9% of the outstanding shares; and
Mr.  Ziskin  personally  owns approximately 3.3% of the outstanding shares.  Mr.
Feldman  shares beneficial ownership of the following percentages of outstanding
shares:  the  San  Francisco  Advertiser owns 2.1%; The San Francisco Advertiser
Profit  Sharing  Plan, of which Mr. Feldman is a Trustee and shares voting power
in,  owns  1.3%.  Other  directors  each  own  less  than 1% of the total shares
outstanding.
     Under  an  agreement  dated  December 29, 1983, between the Fund and Ziskin
Asset  Management,  Inc.,  Mr.  Ziskin must vote all shares of the Fund's Common
Stock, which Ziskin Asset Management owns directly or indirectly, on each matter
presented  to  the  shareholders  for their vote, in the same proportion for and
against  such  matters  as all outstanding shares owned by other shareholders of
the  Fund  are  voted  on  such  matters.
     The Board of Directors of the Fund has a standing Audit Committee which was
established  on  August  4,  1988.  Members of the Audit Committee are currently
Jeffrey  Shuster,  Albert Feldman, and Maria De Los Santos.  None of the current
members  of  the  Audit Committee are interested persons of the Fund.  The Audit
Committee  has responsibility for overseeing the independent auditors, approving
annual financial statements and assisting the Board of Directors with respect to
the  review  of  the  adequacy  and  effectiveness  of the Fund's accounting and
operating  controls.  The  Board  does  not  have  nominating  or  compensation
committees.
     During  the fiscal year ended December 31, 1998, directors' fees, at a rate
of  $500  per Board and Committee meeting, and expenses aggregating $18,653 were
paid  to directors by the Fund.  Barry Ziskin, as director of the Fund, receives
no  remuneration  from the Fund, and is also an officer of the Fund's investment
Advisor.  Since  the last Annual Meeting of Shareholders, the Board of Directors
have  held five meetings.  All members of the Board of Directors attended 75% or
more  of  all  Board  and  Committee  meetings  combined.

                                   PROPOSAL 2
                                    APPROVAL
                                       OF
                              INDEPENDENT AUDITORS

     The  Board  of  Directors  has  directed  that  there  be  submitted to the
shareholders  for  approval the selection of KPMG LLP as independent auditors to
report  on  the  Financial  Statements  of  the  Fund for the fiscal year ending
December  31,  1999.  No member of KPMG LLP has any direct or indirect financial
interest  in  the  Fund.
     A  representative  of  KPMG LLP is expected to attend the Annual Meeting of
Shareholders,  and  such  representative will be given the opportunity to make a
statement,  and is expected to be available to respond to appropriate questions.
The  affirmative  vote  of  a  majority  of the outstanding stock is required to
approve  the  selection  of  independent  auditors.

                                   PROPOSAL 3
                  APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

     Investment  management  services  are  furnished  to  the  Fund by TOP Fund
Management,  Inc.  (the  "Advisor") pursuant to an Investment Advisory Agreement
dated  February  17,  1987  (the  "Agreement").  TOP  Fund
Management,  Inc.  has  its  principal place of business at 1819 S. Dobson Road,
Suite  109,  Mesa, AZ  85202.  The Board of Directors of the Fund last submitted
the  Agreement  to  the  shareholders for approval on January 11, 1988, as a new
Investment  Advisory  Agreement  (on terms substantially similar to the existing
advisory  agreement  at  that  time,  except  for initial and renewal terms).  A
majority  of  the  outstanding shares of the Fund approved the Agreement at that
meeting.  The  Board  of  Directors  has,  in  accordance  with the terms of the
Agreement,  approved  the  continuance  of the Agreement on an annual basis each
year since, most recently on December 11, 1998 when the Board, including all the
directors  who  are  not  interested  persons  of the Fund or the Advisor, voted
unanimously  to  approve  the  continuance of the Agreement through December 31,
1999.

<PAGE>
     On  August  23,  1999,  the Fund's Board of Directors, including all of the
directors who are not interested persons of the Fund or the Advisor, unanimously
resolved  to  submit  to  the  shareholders  of  the Fund for their approval the
Investment  Advisory  Agreement.  In  making  its  determination,  the  Board
considered several factors, including in particular (i) that it has been over 10
years  since  the  shareholders last approved the Investment Advisory Agreement;
and  (ii) the desire of some shareholders that the Investment Advisory Agreement
be  submitted  to  the  shareholders  for  approval  at  this  time.


                                CURRENT AGREEMENT

     Under  the Current Agreement, the Advisor furnishes advice to the Fund with
respect  to investing in, purchasing and selling securities, stock index futures
contracts  and  options  thereon.
     The  Current  Agreement  expressly  provides  that  the  Advisor  is  not
responsible  for providing the Fund with office space, equipment or supplies, or
persons  to  perform administrative, clerical or bookkeeping functions on behalf
of  the  Fund.  All  expenses  not  assumed by the Advisor are paid by the Fund.
Although  the Advisor is responsible for compensation of officers and directors,
the  Current Agreement provides that the Fund is responsible for compensation of
such  persons  who  are  not  regular members of the Advisor's staff.  The Board
reviews on an annual basis any expenses the Fund shares with the Advisor and its
affiliates.  The  Board of Directors has approved allocating such expenses based
generally  upon  the  ratio  of assets-under-management between the Fund and the
Advisor's  affiliates,  subject  to  annual  review  by  the Board and a maximum
allocation  of  any particular shared expense to the Fund of 75%.  Based on this
formula,  for  the fiscal year ended December 31, 1998, the Fund paid $52,088 in
office  expenses  (including  rent,  office  equipment, and miscellaneous office
expenses),  which  was  approximately 75% of the total incurred by the Fund, the
Advisor  and its affiliates, and $138,194 in employee compensation and benefits,
which  was  approximately  54%  of  the  total incurred for employees performing
services  for  the  Fund,  the  Advisor,  and  the  Advisor's  affiliates.
                                                                         -
     The  Current Agreement provides that the Advisor, at its own expense, shall
maintain  Key  Man  Insurance  covering Barry Ziskin, in an amount not less than
$2,000,000.  The  policy  designates  the  Fund  as  beneficiary.  The  Current
Agreement further provides that the Advisor will not pay or declare dividends on
its  stock,  redeem,  purchase  or  acquire  any  share  of  its  stock  or make
distribution or disposition of its assets if its tangible net worth plus that of
Ziskin  Asset  Management, Inc., which guarantees the obligations of the Advisor
under the Current Agreement, would be less than the greater of (i) $1,500,000 or
(ii)  10%  of the net assets of the Fund as of the last day of the last calendar
quarter,  but  not  more  than  $2,700,000.
     The  Current  Agreement  provides  that  the  Advisor  will  receive a base
advisory fee at the rate of .3125% of the Fund's average daily net assets during
each  calendar  quarter  (equivalent to 1.25% per annum).  The Current Agreement
also  provides  that the Advisor will receive a bonus or pay the Fund a penalty,
depending  upon performance relative to the Standard & Poor's Composite Index of
500  Stocks  (the "S&P 500").  In general, when the Fund outperforms the S&P 500
by  10%  or  more,  then  the  Fund  pays the Advisor a bonus based on a formula
described  in the Agreement.  Similarly, when the Fund underperforms the S&P 500
by  10%  or  more,  then  the  Advisor pays the Fund a penalty based on the same
formula. The bonus or penalty is payable at the end of each calendar quarter and
will  not  exceed  2.5%  of  the Fund's average daily net assets in any calendar
quarter.  Additional  details  regarding  this  bonus/penalty  performance
arrangement  may  be  found  in  the  Investment  Advisory Agreement attached as
Exhibit  A  on  pages  A2-A4.
     During  the  fiscal  years ended December 31, 1998, 1997 and 1996, the base
advisory  fees  paid  to  the  Advisor  were  $258,381,  $306,656, and $326,831,
respectively.  During  the  fiscal years ended December 31, 1998, 1997, and 1996
the  Advisor  paid  the  Fund a penalty equal to $476,146, $500,990 and $65,366,
respectively.  Therefore, the Advisor's payment of penalties under the Agreement
offset  the  Fund's  payment of fees to the Advisor so that the net effect was a
net  payment  by  the  Advisor  to  the Fund of $217,765 and $194,334 during the
fiscal  years  ended  December  31, 1998 and 1997, respectively.  For the fiscal
year  ended December 31, 1996, the net effect of the penalty paid by the Advisor
to  the  Fund  was  to reduce the Fund's net payment to the Advisor to $261,465.
     Under an Agreement dated December 29, 1983, the Advisor also reimburses the
Fund  to  the  extent  that  the Fund's aggregate annual expenses (including the
advisory fee but excluding bonus or penalty payments, interest, taxes, brokerage
commissions  and  expenses  related to litigation or indemnification of officers
and  directors)  exceeds

<PAGE>
3  1/2%  of the Fund's average daily net assets up to $20,000,000 plus 1 1/2% of
average  daily  net  assets  in  excess  of  $20,000,000.
     The  Current  Agreement  runs  for a term ending on December 31, 1999.  The
Current  Agreement  may  be continued in effect from year to year, in accordance
with its terms, so long as such continuance is approved at least annually by the
Board  of  Directors  of the Fund, including a majority of the directors who are
not  parties to the Current Agreement or "Interested Parties" (as defined in the
Investment  Company  Act  of 1940) of the Advisor or the Fund, or by a vote of a
majority  of  the  outstanding  voting  shares  of  the  Fund.
     The  Advisory  Agreement  may be terminated at any time, without payment of
any  penalty,  by the Board of Directors of the Fund or by vote of a majority of
the  outstanding  voting  shares  of  the  Fund.

     A  copy  of  the  Financial  Statements of TOP Fund Management, Inc. and of
Ziskin  Asset Management, Inc. are included as exhibits to this Proxy Statement.

                               PROPOSED AGREEMENT


     The terms of the Proposed Agreement are identical to the Current Agreement,
except  for its initial and termination dates.  If approved by the shareholders,
the  Proposed  Agreement would be effective on the date of approval and would be
continued  in effect from year to year thereafter, in accordance with its terms,
so  long  as  such  continuance  is  approved  at least annually by the Board of
Directors of the Fund, including a majority of the directors who are not parties
to  the  Current Agreement or "Interested Parties" (as defined in the Investment
Company  Act  of 1940) of the Advisor or the Fund, or by a vote of a majority of
the  outstanding voting shares of the Fund.  A copy of the Proposed Agreement is
attached  hereto  as  Exhibit  A.

  BOARD RECOMMENDATION AND VOTE REQUIRED FOR APPROVAL OF THE PROPOSED AGREEMENT

     The  Board  reviewed  various  material  factors  in  its evaluation of the
Advisor  and  the  Advisory  Agreement,  including,  without  limitation,  the
performance, services and costs of the Advisor in comparison to other closed-end
funds  of  similar  size and nature.  The Board of Directors has also considered
that the Fund's investment philosophy centers on the seven criteria developed by
the  Advisor  and its affiliates, and that the Advisor's years of experience and
research  with  respect  to  the  seven criteria make the Advisor the investment
manager most capable of applying these principles to manage the Fund.  The Board
has  also  reviewed  the  Advisor's  commitment to the Fund, as evidenced by the
substantial  significant  portion of the Advisor's and its affiliates' net worth
invested  in  the  Fund.
     THEREFORE,  THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
INVESTMENT  ADVISORY  AGREEMENT.
     Approval  of  the  Proposed  Agreement  requires  the affirmative vote of a
majority  of  the  outstanding  voting shares of the Fund.  Under the Investment
Company  Act of 1940, the vote of a majority of the outstanding shares means the
lesser  of  (a) more than 50% of the outstanding shares; or (b) if more than 50%
of the outstanding shares are present at the meeting in person or by proxy, then
67% or more of the shares present.  In the event that a quorum is present at the
meeting  but  sufficient  votes in favor of the Proposed Agreement have not been
received,  the  persons named as proxies may propose one or more adjournments of
the  meeting  to  permit  further solicitation of proxies.  Any such adjournment
will  require the affirmative vote by a majority of the shares present in person
or  by proxy at the meeting.  The persons named as proxies will vote in favor of
such  adjournment  those  proxies which are required to be voted in favor of the
Proposed  Agreement.  They  will  vote  against  such  adjournment those proxies
required  to  be  voted  against  the  Proposed  Agreement.
     If  the  shareholders approve the Proposed Agreement, the Current Agreement
will be terminated at the same time as the Proposed Agreement becomes effective.
If  the  Proposed  Agreement is not approved by the shareholders at the Meeting,
the  Current  Agreement  will continue in effect and the Board of Directors will
consider  such  alternative  management arrangements as it deems appropriate and
will  submit  its  recommendations  to  the  Fund's  shareholders.

<PAGE>
                               FURTHER INFORMATION

     The  sole  director of the Advisor is Barry Ziskin.  Mr. Ziskin's principal
occupation  is  President  of  TOP  Fund  Management,  Inc.  and  Ziskin  Asset
Management,  Inc.  The officers of the Advisor are:  Barry Ziskin, President and
Treasurer;  and Barbara D. Perleberg, Secretary.  An affiliate of the Advisor is
Ziskin Asset Management, Inc., which owns 14.2% of the Fund's voting securities.
Mr.  Ziskin  is  the  sole  stockholder  of  Ziskin  Asset  Management,  Inc.

                              PORTFOLIO INFORMATION

     The  Advisor  is  responsible for making recommendations to the Fund to buy
and sell portfolio securities, to hold assets in cash, to invest in all types of
securities  and  to  enter  into  options  on stock indexes, stock index futures
contracts  and  options  thereon,  and  foreign  exchange  contracts in whatever
amounts  or  proportions  the  Advisor  believes  best  suited  to  current  and
anticipated  economic  and  market  conditions  consistent  with  the investment
policies  and  restrictions  of  the  Fund.  The Advisor is also responsible for
placing  orders.
     There  is  no  set formula for allocation of brokerage.  The Fund's primary
objective  in  selecting  broker-dealers  through  which the Advisor will effect
securities transactions is to obtain the most favorable net results, taking into
account  various  factors,  including  size  and  difficulty  of  the order, the
reliability,  integrity,  financial condition, general execution and operational
capabilities  of competing broker-dealers, the best net price available, and the
brokerage  and  research  services  they  are  expected  to  provide  the  Fund.
     The Fund may allocate orders to the broker-dealers who provide brokerage or
research  services to the Fund (as such services are defined in section 28(e) of
the  Securities  and  Exchange  Act  of 1934), and may pay such broker-dealers a
commission  that  is in excess of the commission another qualified broker-dealer
would  have  received  if  it is determined that the commission is reasonable in
relation  to  the  value  of  the  services  provided.
     The Fund pays for investment advisory publications or other research, other
than  advisory  fees  paid to the Advisor under the terms of the Agreement, with
"soft"  (i.e.  commission  )  dollars.  The research obtained through the Fund's
brokerage allocations, whether or not directly useful to the Fund, may be useful
to  the Advisor in connection with services rendered to the Fund and/or to other
accounts  managed by the Advisor or by Ziskin Asset Management, Inc.  Similarly,
research  obtained  by  the  Advisor  may  be  useful to the Fund.  The Board of
Directors,  in  considering the reasonableness of the brokerage commissions paid
by  the  Fund,  will not attempt to allocate, or require the Advisor to allocate
the  relative  cost  or  benefits  to  the  Fund.
     Futures  transactions  generally  will  be  effected  through those futures
commissions  merchants ("FCMs") the Fund believes will obtain the most favorable
net  results.  The Fund may allocate futures contract orders to FCMs who provide
commodity  brokerage research services.  The normal operation of the commodities
marketplace  will  require  that  the  FCM  have  a  beneficial  interest in any
Sub-Custodial  account  created  for  the  benefit  of  the  Fund.
     For  the  years  1998,  1997, and 1996, the aggregate amount of commissions
paid  by  the  Fund  were  $76,814,  $172,425,  and  $238,062,  respectively.
Commissions  expressed  as  a  percentage  of  average  daily  net assets are as
follows:  1998:  0.372%;  1997:  0.703%;  and  1996:  0.910%.
     The portfolio turnover rate of the Fund in each of the last three years has
been  as  follows:  1998:  73.1%;  1997:  111.3%;  and  1996:  66.4%.

                  SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING

     If  a  shareholder wishes to present a proposal to be included in the Proxy
Statement  for  the  2000  Annual  Meeting  of  Shareholders, which the Board of
Directors  anticipates will be held on or about  December 8, 2000, such proposal
must  be  submitted  in  writing  and received at the Fund's principal executive
office  not  less  than  120  days  in  advance  of  November  10,  2000.

      COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section  16(a)  of  the Securities Exchange Act of 1934 requires the Fund's
directors  and  officers  and  persons  who  beneficially own more than 10% of a
registered  class  of  the  Fund's equity securities, to file initial reports of
ownership  and  reports of changes in ownership with the Securities and Exchange
Commission.  Copies  of all Section 16(a) forms filed by directors, officers and
10%  shareholders  are  required  to  be  provided  to  the Fund.  To the Fund's

<PAGE>
knowledge, based solely on review of the copies of such reports furnished to the
Fund and written representations that no other reports were required, during the
most  recently  completed  fiscal  year  ended December 31, 1998, all directors,
officers,  and  10% stockholders complied with Section 16(a) filing requirements
with  the  following  exception: Ms. Barbara Perleberg, Secretary, inadvertently
filed  Form  3  late  and  reported  no  holdings  in  the  Fund.

                                  OTHER MATTERS

     The  Board of Directors knows of no matters as of this date to be presented
at  the  meeting other than those specified in the Proxy Statement.  However, if
any  other  matters come before the meeting it is intended that the proxies will
vote  thereon  in  their  discretion.
     All  shareholders  are  urged  to  execute,  date  and  return promptly the
enclosed  Form  of  Proxy in the enclosed return envelope, regardless of whether
they  intend  to  be  present  in  person  at  the  Annual  Meeting.

                                    By  Order  of  the  Board  of  Directors,




                                    Barbara  D.  Perleberg
                                    Secretary

Dated: November 19, 1999
Mesa,  Arizona

<PAGE>
<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT


Board  of  Directors
TOP  Fund  Management,  Inc.
Mesa,  Arizona

We  have  audited the accompanying balance sheet of TOP Fund Management, Inc. (a
New  York corporation) as of December 31, 1998.  This financial statement is the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  this  financial  statement  based  on  our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about whether the balance sheet is free of material misstatement.  An
audit  includes  examining, on a test basis, evidence supporting the amounts and
disclosures  in  the  balance  sheet.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation.  We believe that our audit
of  the  balance  sheet  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the  balance sheet  referred to above presents fairly, in all
material  respects,  the  financial  position of TOP Fund Management, Inc. as of
December  31, 1998, in conformity with generally accepted accounting principles.







March  15,  1999

<PAGE>
<TABLE>
<CAPTION>
                            TOP FUND MANAGEMENT, INC.
                                  Balance Sheet
                                December 31, 1998

                                     ASSETS


<S>                                                          <C>
Current assets:
    Cash and cash equivalents (Note A). . . . . . . . . . .  $  74,162
    Dividend receivable (Notes A and C) . . . . . . . . . .      6,524
                                                             ----------

         Total current assets . . . . . . . . . . . . . . .     80,686

Investments (Notes A and C) . . . . . . . . . . . . . . . .    425,600
                                                             ----------

Total assets. . . . . . . . . . . . . . . . . . . . . . . .  $ 506,286
                                                             ==========


LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
    Due to affiliates (Note B). . . . . . . . . . . . . . .  $  70,800
    Accrued expenses. . . . . . . . . . . . . . . . . . . .      7,200
                                                             ----------

         Total current liabilities. . . . . . . . . . . . .     78,000

Note payable to affiliate (Note B). . . . . . . . . . . . .     36,974
                                                             ----------

         Total liabilities. . . . . . . . . . . . . . . . .    114,974
                                                             ----------

Shareholder's equity:
    Common shares, no par value; 200 shares authorized, 10
      shares issued and outstanding (Note D). . . . . . . .    809,100
    Retained deficit (Note D) . . . . . . . . . . . . . . .   (282,203)
    Accumulated other comprehensive loss (Notes A, C and D)   (135,585)
                                                             ----------

         Total shareholder's equity . . . . . . . . . . . .    391,312
                                                             ----------

Total liabilities and shareholder's equity. . . . . . . . .  $ 506,286
                                                             ==========

Commitments and contingencies (Note B)
</TABLE>

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

<PAGE>
                            TOP FUND MANAGEMENT, INC.
                             Notes to Balance Sheet
                                December 31, 1998


NOTE  A  -  NATURE  OF  BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES

NATUREOFBUSINESS
- ----------------

TOP  Fund  Management,  Inc. (TFM), organized under the laws of the state of New
York,  is  a  registered  investment  advisor which manages the portfolio of the
Z-Seven  Fund,  Inc. (the Fund), a registered investment company.  The objective
of  the  Fund is long-term capital appreciation through investment, primarily in
common stocks and securities immediately convertible into common stock, believed
by  TFM  to  have  significant  growth potential.  TFM at no time has custody or
possession of the Fund's portfolio, but rather is authorized by the Fund to make
trades  on  its  behalf  in  the  Fund's  account.

USE  OF  ESTIMATES
- ------------------

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

INVESTMENTS
- -----------

The  Company  classifies its marketable equity securities as available for sale.
These  securities  are  carried  in  the  financial  statements  at  fair value.
Realized  gains  and  losses  are included in earnings, and unrealized gains and
losses are reported as a separate component of shareholder's equity, see Note D.
Dividend  income  is  recorded  on  the  ex-dividend  date.

INCOME  TAXES
- -------------

The  Company has elected to be taxed under the provisions of Subchapter S of the
Internal  Revenue  Code.  Under  those provisions, the shareholder is liable for
individual federal and state income taxes on the Company's taxable income.  As a
result,  no  provision  or  liability for federal or state income taxes has been
included  in  the  financial  statements.

CONCENTRATIONS  OF  CREDIT  RISK
- --------------------------------

The  Company  occasionally  maintains  deposits  in  excess of federally insured
limits.  Statement  of  Financial  Accounting Standards No. 105 identifies these
items  as a concentration of credit risk requiring disclosure, regardless of the
degree of risk.  The risk is managed by maintaining all deposits in high quality
financial  institutions.

IMPLEMENTATION  OF  NEW  FINANCIAL  ACCOUNTING  PRONOUNCEMENTS
- --------------------------------------------------------------

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  (SFAS)  130.  Statement 130 requires that unrealized gains and losses
on  the  Company's  available-for-sale  securities, which prior to adoption were
reported  separately  in  shareholder's  equity,  now  be  included  in  other
comprehensive income.  As a consequence of this change, unrealized income (loss)
on  available-for-sale investments is now classified in the equity section under
accumulated  other  comprehensive  income.

<PAGE>
                            TOP FUND MANAGEMENT, INC.
                             Notes to Balance Sheet
                                December 31, 1998
                                   (Continued)


NOTE  B  -  RELATED  PARTY  TRANSACTIONS

INVESTMENT  ADVISORY  AGREEMENT
- -------------------------------

TFM  has  entered into an Investment Advisory Agreement (the Agreement) with the
Fund.  The  Agreement  provides  for  a  base management fee equal to .3125% per
quarter  (equivalent  to 1.25% per annum) of the average daily net assets of the
Fund.

In  addition  to  such  base  management  fee,  TFM  will  receive  a  bonus for
extraordinary performance (change in net asset value) or pay a penalty for under
performance.  The  bonus/penalty  performance  arrangement uses the S&P Index of
500  Composite  Stocks (S&P 500 Index) as a measure of performance against which
the  performance  of the Fund will be measured.  The bonus or penalty is payable
at  the  end  of  each  calendar quarter and will not exceed 2.5% of the average
daily net assets in the calendar quarter. The performance penalty fee can exceed
the  base  management  fee.  Furthermore, the bonus/penalty arrangement will not
become  operative  unless the performance of the Fund exceeds, either positively
or  negatively,  the  S&P  500 Index percentage change during the same period of
time  by more than 10.0%.  At December 31, 1998, TFM owes the Fund a net $70,800
comprised  of  $129,190  owed  to  the  Fund  in  penalties as determined by the
bonus/penalty  arrangement  and  $58,390  due  to  TFM  in base management fees.

The  Agreement  also  provides  that  if  the Fund's expenses on an annual basis
(including the base management fee, but excluding any bonus or penalty payments,
taxes,  interest,  brokerage  commission and certain litigation expenses) exceed
3.5%  of the average daily net assets of the Fund up to $20 million plus 1.5% of
the  average  daily net assets in excess of $20 million, TFM shall reimburse the
Fund  annually  for  any  such excess expenses up to the aggregate amount of the
basic  advisory fee.  For the year ended December 31, 1998, there were no excess
expenses  required  to  be  reimbursed.

Ziskin  Asset  Management,  Inc. (ZAM), an affiliated company has guaranteed and
pledged stock to the Fund to cover any penalty or expenses incurred by TFM under
the  Agreement  with the Fund. In addition, the Agreement has several covenants,
among  them,  that ZAM and TFM agree not to declare or pay any dividends or make
any  other  distribution  of their common stock unless the combined tangible net
worth  of  the  companies is not less than the greater of (i) $1,500,000 or (ii)
10% of the net assets of the Fund, as of the last day of the most recently ended
fiscal  quarter,  but  not  more than $2,700,000.  At December 31, 1998, the net
assets  of  the  Fund  were  approximately  $19,855,000.  TFM  and  ZAM  were in
compliance  with  all  covenants  at  December  31,  1998.

AFFILIATES
- ----------

At  December  31,  1998,  TFM  has  an  8% note payable totaling $36,974 to ZAM.

The  sole  shareholder  of TFM is also a Director and the President of the Fund,
and  sole shareholder of ZAM.  The Company and ZAM have co-guaranteed a $400,000
personal  loan  on  behalf  of  their  sole  shareholder.  The  note  is further
collateralized  by  367,202 shares of the Fund, of which 29,200 shares are owned
by  TFM  and  338,002  shares  are  owned  by  ZAM.

<PAGE>
                            TOP FUND MANAGEMENT, INC.
                             Notes to Balance Sheet
                                December 31, 1998
                                   (Continued)

NOTE  C  -  INVESTMENTS

The  Company  owns  53,200  shares  of  Z-Seven Fund, Inc.  These shares have an
original  cost  of  $561,185 and a fair market value of $425,600 at December 31,
1998.  The unrealized loss for these equity securities at December 31, 1998, was
$135,585. In December 1998, the Fund declared dividends payable totaling $0.1744
per  share  to  the  shareholders  of record at December 21, 1998, to be paid on
December  30,  1998,  of  which  $6,524  was  received in 1999.  The Company has
pledged  29,200 shares as collateral for a personal loan of the sole shareholder
of  the  Company  as  described  in  Note  B.

NOTE  D  -  COMMON  STOCK,  RETAINED DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE
INCOME

Changes  in  common  stock  for  1998  are  as  follows:

<TABLE>
<CAPTION>
<S>                         <C>
Balance, beginning of year  $   1,100

Capital contributions. . .    808,000
                            ---------

Balance, end of year . . .  $ 809,100
                            =========
</TABLE>

Changes  in  retained  deficit  for  1998  are  as  follows:

<TABLE>
<CAPTION>
<S>                         <C>
Balance, beginning of year  $ (17,391)

Net loss . . . . . . . . .   (264,812)
                            ----------

Balance, end of year . . .  $(282,203)
                            ==========
</TABLE>

Changes  in  accumulated  other  comprehensive  income  (loss)  resulting  from
unrealized  gain  (loss)  on  investments  for  1998  are  as  follows:

<TABLE>
<CAPTION>
<S>                         <C>
Balance, beginning of year  $  24,015

Unrealized loss incurred .   (159,600)
                            ----------

Balance, end of year . . .  $(135,585)
                            ==========
</TABLE>

<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT


Board  of  Directors
Ziskin  Asset  Management,  Inc.
Mesa,  Arizona

We have audited the accompanying balance sheet of Ziskin Asset  Management, Inc.
(a  New  York corporation) as of December 31, 1998.  This financial statement is
the  responsibility  of  the  Company's  management.  Our  responsibility  is to
express  an  opinion  on  this  financial  statement  based  on  our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about whether the balance sheet is free of material misstatement.  An
audit  includes  examining, on a test basis, evidence supporting the amounts and
disclosures  in  the  balance  sheet.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation.  We believe that our audit
of  the  balance  sheet  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the  balance  sheet referred to above presents fairly, in all
material respects, the financial position of Ziskin Asset Management, Inc. as of
December  31, 1998, in conformity with generally accepted accounting principles.








March  15,  1999


<PAGE>
<TABLE>
<CAPTION>
                          ZISKIN ASSET MANAGEMENT, INC.
                                  Balance Sheet
                                December 31, 1998

                                    ASSETS
<S>                                                            <C>
Current assets:
    Cash and cash equivalents (Note A). . . . . . . . . . . .  $   41,379
    Accounts receivable (Note A). . . . . . . . . . . . . . .      17,645
    Dividend receivable (Notes A and C) . . . . . . . . . . .      63,976
    Prepaid income taxes (Note A) . . . . . . . . . . . . . .     266,112
    Other . . . . . . . . . . . . . . . . . . . . . . . . . .       1,976
                                                               ----------

         Total current assets . . . . . . . . . . . . . . . .     391,088

Deferred income tax assets (Notes A and D). . . . . . . . . .     497,000
Note receivable from affiliate (Note B) . . . . . . . . . . .      36,974
Investments (Notes A, B and C). . . . . . . . . . . . . . . .   2,944,016
                                                               ----------

Total assets. . . . . . . . . . . . . . . . . . . . . . . . .  $3,869,078
                                                               ==========
LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
    Accounts payable  and accrued expenses. . . . . . . . . .  $  122,721
    Unearned portfolio fees (Note A). . . . . . . . . . . . .      39,036
                                                               ----------

         Total current liabilities. . . . . . . . . . . . . .     161,757

Unearned subscription revenues (Note A) . . . . . . . . . . .      62,000
                                                               ----------

         Total liabilities. . . . . . . . . . . . . . . . . .     223,757
                                                               ----------

Shareholder's equity:
    Common shares, no par value;  200 shares authorized,
        100 shares issued and outstanding . . . . . . . . . .       1,500
    Additional paid in capital. . . . . . . . . . . . . . . .       6,191
    Retained earnings (Note E). . . . . . . . . . . . . . . .   3,309,527
    Accumulated other comprehensive income (Notes A, C and E)     328,103
                                                               ----------

         Total shareholder's equity . . . . . . . . . . . . .   3,645,321
                                                               ----------

Total liabilities and shareholder's equity. . . . . . . . . .  $3,869,078
                                                               ==========

Commitments and contingencies (Note B)
</TABLE>

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

<PAGE>
                          ZISKIN ASSET MANAGEMENT, INC.
                             Notes to Balance Sheet
                                December 31, 1998


NOTE  A  -  NATURE  OF  BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES

NATUREOFBUSINESS
- ----------------

Ziskin  Asset  Management,  Inc. (ZAM), organized under the laws of the state of
New  York, is a registered investment advisor which manages accounts for various
individuals  and institutions on a discretionary basis for a fee.  The objective
of such accounts is long-term capital appreciation through investment, primarily
in  common  stocks  and  securities  immediately  convertible into common stock,
believed  by  ZAM  to  have  significant  growth  potential.  ZAM at no time has
custody  or  possession  of the clients' funds or securities, except for prepaid
investment  management  fees,  but  rather  is authorized by the clients to make
investments  on  their  behalf  in  their  accounts.

USE  OF  ESTIMATES
- ------------------

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

ACCOUNTS  RECEIVABLE
- --------------------

The  Company  uses  the  allowance method to provide a reserve for uncollectible
accounts  receivable.  Uncollectible  accounts  are  charged  to  the  allowance
account  when incurred.  Management believes the allowance is sufficient for any
uncollectible  amounts. The allowance for doubtful accounts at December 31, 1998
was  $0.

REVENUE  RECOGNITION
- --------------------

Investment management fees are recognized as the related services are performed.

INVESTMENTS
- -----------

The  Company  classifies its marketable equity securities as available for sale.
These  securities  are  carried  in  the  financial  statements  at  fair value.
Realized  gains  and  losses  are included in earnings, and unrealized gains and
losses,  net  of  income  taxes,  are  reported  as  a  separate  component  of
shareholder's  equity,  see  Note  E.  Dividend  income  is  recorded  on  the
ex-dividend  date.

UNEARNED  PORTFOLIO  FEES
- -------------------------

Unearned  portfolio  fees represents annual advance fees paid by clients.  These
fees  are recognized as revenue based on the annual account performance when the
clients'  investment portfolios increase in value.  If the investment portfolios
decrease  in  value,  the  unearned  advance  fees are carried forward to future
periods  or  are  refunded.

<PAGE>
                          ZISKIN ASSET MANAGEMENT, INC.
                             Notes to Balance Sheet
                                December 31, 1998
                                   (Continued)


NOTE  A  -  NATURE  OF  BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

UNEARNED  SUBSCRIPTION  REVENUES
- --------------------------------

In  prior years, the Company published and distributed, for a fee, an investment
newsletter.  The  newsletter  was  discontinued  and the amounts shown represent
unearned revenues.  The Company is currently negotiating with these subscribers,
with  the possibility of offering other services in satisfaction of the revenues
collected.

INCOME  TAXES
- -------------

Income  taxes  are  provided for the tax effects of transactions reported in the
financial  statements  and  consist  of taxes currently due plus deferred taxes.
Deferred  taxes  are  recognized for differences between the basis of assets and
liabilities  for  financial  statement and income tax purposes.  The differences
relate  primarily  to unrealized gains on investments (not recognized for income
tax  purposes  until  the investments are disposed) and certain accrued expenses
(not deductible for income tax purposes until paid). The deferred tax assets and
liabilities  represent  the  future tax consequences of these differences, which
will  either  be  taxable  or  deductible  when  the  assets and liabilities are
recovered  or  settled.

PROFIT  SHARING  PLAN
- ---------------------

The  Company  maintains  a  profit  sharing plan covering all eligible full time
employees.  Contributions  to  the  plan  are  at the discretion of the Board of
Directors. As of December 31, 1998 all contributions to the plan have been fully
funded.

CONCENTRATION  OF  CREDIT  RISK
- -------------------------------

The  Company  occasionally  maintains  deposits  in  excess of federally insured
limits.  Statement  of  Financial  Accounting Standards No. 105 identifies these
items  as a concentration of credit risk requiring disclosure, regardless of the
degree of risk.  The risk is managed by maintaining all deposits in high quality
financial  institutions.

IMPLEMENTATION  OF  NEW  FINANCIAL  ACCOUNT  PRONOUNCEMENTS
- -----------------------------------------------------------

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  (SFAS)  130.  Statement 130 requires that unrealized gains and losses
on  the  Company's  available-for-sale  securities, which prior to adoption were
reported  separately  in  shareholder's  equity,  now  be  included  in  other
comprehensive income.  As a consequence of this change, unrealized income (loss)
on  available-for-sale investments is now classified in the equity section under
accumulated  other  comprehensive  income.

NOTE  B  -  RELATED  PARTY  TRANSACTIONS

Under  the  Guarantee  and Pledge Agreement (the Guarantee) that the Company has
with  the Z-Seven Fund, Inc. (the Fund), ZAM has guaranteed to pay any penalties
and expenses incurred by TOP Fund Management, Inc. (TFM), an affiliated company,
which  could  be  created  under  TFM's  advisory  agreement  with  the  Fund.
Additionally,  the  Company has pledged marketable equity securities (Note C) as
collateral  under  the  Guarantee.

<PAGE>
                          ZISKIN ASSET MANAGEMENT, INC.
                             Notes to Balance Sheet
                                December 31, 1998
                                   (Continued)


NOTE  B  -  RELATED  PARTY  TRANSACTIONS  (CONTNUED)

The  Guarantee  has several covenants, among them, that ZAM and TFM agree not to
declare  or  pay  any  dividends  or make any other distribution of their common
stock  unless  the combined tangible net worth of the companies is not less than
the  greater  of (i) $1,500,000 or (ii) 10% of the net assets of the Fund, as of
the  last  day  of  the  most  recently  ended fiscal quarter, but not more than
$2,700,000.  At December 31, 1998, the net assets of the Fund were approximately
$19,855,000.  ZAM  and TFM were in compliance with all covenants at December 31,
1998.

At  December  31,  1998, the Company has an 8% note receivable from TFM totaling
$36,974.

The  Company  subleases  office  space  from the Fund on a month to month basis.

The  sole  shareholder  of ZAM is also a Director and the President of the Fund,
and  sole shareholder of TFM.  The Company and TFM have co-guaranteed a $400,000
personal  bank  loan  on  behalf of their sole shareholder.  The note is further
collateralized  by 367,202 shares of the Fund, of which 338,002 shares are owned
by  ZAM  and  29,200  shares  are  owned  by  TFM.

NOTE  C  -  INVESTMENTS

The  Company  owns  368,002  shares  of  Z-Seven Fund, Inc. These shares have an
original  cost  of  $3,064,358 and a fair market value of $2,944,016 at December
31,  1998.  The  unrealized gain, net of deferred income taxes, for these equity
securities at December 31, 1998, was $328,103.  ZAM has pledged 21,900 shares as
collateral  under  a  guarantee agreement with the Fund, as described in Note B.
In December 1998, the Fund declared dividends payable totaling $0.1744 per share
to  the  shareholders of record at December 21, 1998, to be paid on December 30,
1998,  of  which  $63,976  was  received  in  1999.

NOTE  D  -  INCOME  TAXES

The  Company's  total  deferred  tax  assets  and  liabilities  are  as follows:

<TABLE>
<CAPTION>
<S>                                   <C>
Total deferred tax assets, long-term  $   497,000

Less valuation allowance . . . . . .            -

Total deferred tax liabilities . . .            -
                                      -----------

Net deferred tax assets. . . . . . .  $   497,000
                                      ===========
</TABLE>

As of December 31, 1998, loss carrybacks of approximately $300,000 are available
to  offset  prior  years'  federal  income  taxes.  The  tax benefit of the loss
carryback is approximately $91,000.  In addition, $300,000 of loss carryforwards
are  available  to  offset  future  state  income  taxes.  If  not  used,  the
carryforwards  expire  in  2003.  The  tax  benefit  of the loss carryforward is
approximately  $24,000.

<PAGE>
                          ZISKIN ASSET MANAGEMENT, INC.
                             Notes to Balance Sheet
                                December 31, 1998
                                   (Continued)


NOTE  E  -  RETAINED  EARNINGS  AND  ACCUMULATED  OTHER  COMPREHENSIVE  INCOME

Changes  in  retained  earnings  for  1998  are  as  follows:

<TABLE>
<CAPTION>
<S>                         <C>
Balance, beginning of year  $3,473,483

Net loss . . . . . . . . .    (163,956)
                            -----------

Balance, end of year . . .  $3,309,527
                            ===========
</TABLE>

Changes  in  accumulated  other  comprehensive  income,  net  are  as  follows:

<TABLE>
<CAPTION>
<S>                                                     <C>
Balance, beginning of year . . . . . . . . . . . . . .  $   957,109

Unrealized loss incurred, net of deferred income taxes     (629,006)
                                                        ------------

Balance, end of year . . . . . . . . . . . . . . . . .  $   328,103
                                                        ============
</TABLE>

<PAGE>
                                                                EXHIBIT  A

                          INVESTMENT ADVISORY AGREEMENT

     THIS INVESTMENT ADVISORY AGREEMENT, dated_____________, made and __________
entered  into  by  and  between  Z-Seven  Fund,  Inc.,  a  Maryland  corporation
(hereinafter  called  the  Investment Company") and TOP Fund Management, Inc., a
New  York  Corporation  (hereinafter  called  "The  Advisor").

                                   WITNESSETH:

     The  parties  agree  as  follows:

     1.     INVESTMENT  SERVICES.  The  Advisor  shall  furnish  advice  to  the
Investment  Company  with  respect  to  investing  in and purchasing and selling
securities  and  stock index futures contracts and related options thereon, and,
subject  to  the  control  of  the Board of Directors of the Investment Company,
shall  determine  what  securities and stock index futures contracts and related
options  thereon  shall be purchased or sold by the Investment Company and shall
effect  such  purchases  and  sales.  The  Advisor  shall  attempt to effect the
purchase  and  sale  of  such  securities  and stock index futures contracts and
related  options  thereon  with  and  through  such  broker-dealers  or  futures
commissions  merchants,  as the case may be, as the Invest-ment Company directs.
In  the  case  of  any transactions where the Investment Company determines that
more  than  one  broker-dealer  would  provide the best price and execution, the
Advisor  may  in  its discretion, effect such transaction with or through any of
such  broker-dealers or futures commission merchants, as the case may be, on the
basis  of  the  furnishing  of  research,  statistical or other services by such
broker-dealers  or  futures  commissions  merchants,  as the case may be, to the
Advisor  or Investment Company, or on such other reasonable basis as the Advisor
or  the  Investment Company determines. Any such sales, statistical, research or
other services rendered by broker-dealers or futures commissions merchants shall
not  in  any  way  offset  or  reduce the compensation to be paid to the Advisor
hereunder.

     2.     ADDITIONAL SERVICES. The Advisor shall furnish at the request of the
Board  of Directors of the Investment Company, without expense to the Investment
Company,  the  services  of  all  persons, including all directors, officers and
employees  of  the  Advisor  (such  persons to be satisfactory to the Investment
Com-pany's  Board  of  Directors),  to  serve  as  directors and officers of the
Investment  Company,  if  any  of  such persons are elected or appointed to such
capacities  The  Advisor  shall  pay the compensation and travel expenses of all
persons  acting  as  directors  or  officers of the Investment Company, and they
shall  serve  without  additional  compensation  of any kind from the Investment
Company.  No  other  employee  of  the Investment Company shall receive from the
Investment Company any salary or other compensation there-fore while such person
is at the same time a director, officer or employee of the Advisor or any of its
affili-ates.  The  foregoing  prohibitions on the payment of compensation by the
Investment  Company shall not apply to consultants and other persons who are not
regular  members  of  the  Advisor's  staff  and  who are directors, officers or
employees of the Investment Company. The Advisor shall have no responsibility to
provide  the  Investment  Company  with  office space or any office equipment or
supplies,  or  persons  to  per-form  administrative,  clerical  or  bookkeeping
functions  on  behalf  of  the  Investment  Company.
     The  Advisor  shall  supply  the  Board  of  Directors  and officers of the
Investment  Company with all statistical information reasonably required by them
and  reasonably  available  to  the  Advisor.


                                      A-1
<PAGE>
3.     INFORMATION  TO  BE  SUPPLIED  BY  THE INVESTMENT COMPANY. The Investment
Company  shall  at  all times keep the Advisor fully informed with regard to the
securities  owned  by  it,  its  funds  available  or  to  become  available for
investment,  and  generally as to the condition of its affairs. It shall furnish
the  Advisor  with a copy of all financial statements certified by its financial
officer,  and  a  signed  copy  of  each  report  prepared  by  certified public
accountants  with  respect to it, and with such other information with regard to
its  affairs,  as  the  Advisor  may  from  time  to  time  reasonably  request.

     4.     EXPENSES  OF  THE  INVESTMENT COMPANY.  The Investment Company shall
pay  all  its  expenses  not  assumed  by  the  Advisor as provided herein. Such
expenses  shall  include,  but  shall  not be limited to, custodian, depository,
registrar,  stock  transfer  and dividend disbursing fees and expenses; costs of
the  designing, printing and mailing of reports, proxy statements and notices to
its  shareholders;  expenses  and  fees  of  listing  the  Investment  Company's
securities on an exchange; interest; taxes; expenses of the issu-ance or sale of
shares  of  the  Investment  Company  (including  registration and qualification
expenses  and  the  cost  of  stock  certificates); legal and auditing expenses;
telephone  and  telegraph  expenses; the expenses of office space, equipment and
supplies;  compensation,  fees  and  expenses paid to the directors, officers or
employees  of  the  Advisor or any of its affiliates; association dues; costs of
stationery  and forms prepared exclusively for the Investment Company; and costs
of  data transmissions. In the event that any employee of the Investment Company
performs  services  for the Advisor, there shall be charged to the Advisor a pro
rata  share of the costs (allocated on the basis of working hours devoted to the
Advisor's  affairs)  associated with the employment of such employee incurred by
the  Investment  Company  including, without limita-tion, salary expense, social
security  and  other  employee  taxes  and  health  insurance  and  other fringe
benefits.

     5.     COMPENSATION  OF  THE  ADVISOR.  The Investment Company shall pay to
the Advisor on or before the tenth (10th) day following the end of each calendar
quarter,  as  compensation  for  the services rendered by the Advisor under this
Agreement  during such calendar quarter, a base advisory fee (hereinafter called
the  "Base  Advisory Fee") in an amount equal to .3125% of the average daily net
asset  value of the Invest-ment Company during such calendar quarter, determined
on  the  last  day  of  such  calendar quarter; provided, however, that the Base
Advisory  Fee  for  the period from the effective date hereof to the last day of
the  calendar  quarter  in  which  such  effective date occurs shall be prorated
according  to  the  proportion  which  such  period  bears  to the full calendar
quarter, and provided, further, that upon any termination of this Agreement on a
day other than the last day of a calendar quarter, the Base Advisory Fee for the
period from the beginning of the calendar quarter in which termination occurs to
the date of termination shall be prorated according to the proportion which such
period  bears  to  the  full  calendar  quarter.

     In  addition  to the Base Advisory Fee, the Investment Company shall pay to
the  Advisor  a  bonus  or  the  Advisor  shall  pay to the Investment Company a
penalty,  in  each  case  on  a  quarterly basis, depending upon the performance
relative  to  the  Standard  & Poor's Index of 500 Composite Stocks (hereinafter
called the "Index"). The quarterly bonus or penalty, if any, shall be calculated
and  paid  as  follows:

     (a)     The  net  asset value of the Investment Company at the beginning of
the  fourth  full  calendar  quarter  preceding  the  date of determination (the
"Beginning  NAV") shall be subtracted from the sum of the net asset value of the
Investment  Company at the end of the calendar quarter immediately preceding the
date of determination plus the value of any distributions made by the Investment
Com-pany  to  its shareholders during any of the four calendar quarters that are
the  subject  of  the  determina-tion.  The  difference  shall be divided by the
Beginning  NAV  and the quotient shall be expressed as a percentage (hereinafter
called  the  "Net  Asset  Value  Percentage  Change").


                                      A-2
<PAGE>
 (b)     The  level  of  the  Index at the beginning of the fourth full calendar
quarter  preceding  the  date  of determination (the "Beginning Index") shall be
subtracted  from  the  level  of  the  Index  at the end of the calendar quarter
immediately  preceding  the  date  of  determination.  Adjustments  for  each
distribu-tions,  if  any, paid on the stocks included in the Index shall be made
in the same manner as provided in subparagraph (a) for adjusting net asset value
of  the  Investment  Company.  The  difference shall be divided by the Beginning
Index  and  the  quotient shall be expressed as a percentage (hereinafter called
the  "Index  Percentage  Change").

     (c)     The  Index  Percentage Change shall then be subtracted from the Net
Asset  Value  Percentage  Change,  and  the difference is hereinafter called the
"Performance  Differential".  It  is  understood  that at any time the Net Asset
Value  Percentage  Change,  the  Index  Percentage  Change  and the Perfor-mance
Differential, or any of them, could be a negative figure. To the extent that the
Performance  Differential,  whether  positive  or  negative,  exceeds  nine  and
nine-tenths  (9.9)  percentage  points,  there  shall be payable, subject to the
second  proviso  of  subparagraph  (e)  below,  a bonus or penalty, depending on
whether  the  performance  was positive or negative, equal to the product of (x)
the  average  daily  net  asset  of the Investment Company for the four calendar
quarters  that  are  utilized  in the determina-tion times (y) 25% of the annual
bonus/penalty  rate  computed  in  accordance  with  the  following  table:

<TABLE>
<CAPTION>
                                                 BONUS OR PENALTY
                                                (ANNUAL PERCENTAGE
                                                 RATE APPLIED TO
                                                  AVERAGE DAILY
PERFORMANCE DIFFERENTIAL                           NET ASSETS)
- -----------------------------                     --------------
<S>                                               <C>
10 to 14.9 percentage points.                               1.0%
15 to 19.9 percentage points.                               1.5%
20 to 24.9 percentage points.                               2.0%
25 to 29.9 percentage points.                               2.5%
30 to 34.9 percentage points.                               3.0%
35 to 39.9 percentage points.                               3.5%
40 to 44.9 percentage points.                               4.0%
45 to 49.9 percentage points.                               4.5%
50 to 54.9 percentage points.                               5.0%
55 to 59.9 percentage points.                               5.5%
60 to 64.9 percentage points.                               6.0%
65 to 69.9 percentage points.                               6.5%
70 to 74.9 percentage points.                               7.0%
75 to 79.9 percentage points.                               7.5%
80 to 84.9 percentage points.                               8.0%
85 to 89.9 percentage points.                               8.5%
90 to 94.9 percentage points.                               9.0%
95 to 99.9 percentage points.                               9.5%
100 or more percentage points                              10.0%
</TABLE>

                                      A-3
<PAGE>
     (d)     The  bonus  or  penalty  payable in respect of any calendar quarter
shall  not  exceed  2.5%  of the average daily net asset value of the Investment
Company for the four calendar quarters that are utilized in the determination of
the  bonus  or  penalty.

     (e)     The  bonus  or  penalty  earned  or payable by the Advisor shall be
determined and paid within 10 days following the close of each calendar quarter;
provided,  however, that no bonus or penalty was paid in respect of the calendar
quarter  in  which the Investment Company commenced doing business; and provided
further  that  the bonus or penalty that would have been paid at the end of each
of  the  first four full calendar quarters during the first year of business was
computed  at the end of the fourth such quarter and the bonus or penalty, as the
case may be, was computed for such four calendar quarter periods on the basis of
the  full  annual  rate  set forth in the table included as part of subparagraph
(c),  and  the  bonus and penalty so computed was paid within ten days following
the  close  of  the  fourth  such quarter. Any such payment made within ten days
after  the  close  of  a  calendar  quarter shall be considered for all purposes
hereunder  as having been paid within said calendar quarter but no such payment,
whether  to or by the Advisor, shall be deemed to increase or decrease Net Asset
Value  for  purposes of com-puting the Base Advisory Fee or the bonus or penalty
payment  for  such  period.

     (f)     If  this  agreement terminates on a date other than at the end of a
calendar  quarter, or if there is any other short fiscal period resulting from a
change  of  the  Investment  Company's  fiscal  year or otherwise, the incentive
adjustment  for such period shall be computed as follows: (1) the effective date
or  other  commencement of the short fiscal period shall be deemed the beginning
of  a  calendar quarter, and the termination date or other end of a short fiscal
period  shall  be  deemed  the end of a calendar quarter; (2) in determining the
annual  rate of the bonus or penalty applicable to any Perfor-mance Differential
for  any  four calendar quarters including such short fiscal period, each of the
per-centage  figures  set forth in the column labeled "Performance Differential"
in  the  table  included  as  part  of  subparagraph (c) shall be changed to the
fraction  of  such  percentage  point  which 270 plus the number of days in such
short  fiscal  period bears to 360; and (3) the maximum limitation of 2.5% which
the  number  of  days  in  such  short  fiscal  period  bears  to  90.

     (g)     Payments  described  herein shall be accompanied by a report of the
Investment  Company  prepared either by the Investment Company or by a reputable
firm  of independent accountants which shall show the amount properly payable to
the  Advisor under this agreement and the detail or com-putation thereof. If the
Advisor does not dispute such report within 30 days from the receipt thereof, it
shall  be  deemed  binding  and  conclusive  on  the  parties  hereto.

     6.     ADVISOR'S  RESPONSIBILITY.  The  Advisor  assumes  no responsibility
other  than to render the ser-vices called for hereunder and to make the penalty
payments,  if  any,  prescribed  in paragraph 5 above. The Advisor shall have no
liability  to  the  Investment Company, or to its shareholders or creditors, for
any  error  in  judgment,  mistake  of  law,  or for any loss arising out of any
investment,  or  for  any  other  act  of  omission  in  the  performance of its
obligations to the Investment Company, except for liability to which it would be
subject  by  reason  of  willful  misfeasance,  bad  faith,  gross negligence or
reckless  disregard  of  its  duties  and  obligations  hereunder.

     7.     NO LIMITATIONS ON OTHER EMPLOYMENT.  Nothing in this Agreement shall
limit  or restrict the right of any director, officer or employee of the Advisor
who  may  also  be  a director, officer or employee of the Investment Company to
engage  in  any  other  business,  whether  of  a similar nature or a dissimilar
nature,  however,  the  Advisor shall not act as an investment advisor to anyone
but  the  Investment  Company.

                                      A-4
<PAGE>
8.     COVENANTS  OF  THE  ADVISOR. (a) Key Man Insurance.  The Advisor shall at
its expense cause to be maintained Key Man Insurance covering Barry Ziskin in an
amount  not less than $2 million (and, to the extent any such insurance consists
of  a  whole  life or similar type policy, not make any borrowings in connection
therewith  which  would cause the benefits payable thereunder to be less than $2
million).  The  Advisor  shall  further  cause the Investment Company to be duly
designated,  by  means  in  form  and  substance  satisfactory to the Investment
Company,  a  beneficiary  on policies of Key Man Insurance covering Barry Ziskin
owned  by the Advisor. Upon request of the Investment Company, the Advisor shall
fur-nish  the Investment Company, with copies of all such insurance policies and
such  other evidence as to com-pliance with the foregoing, and as the Investment
Company  may  reasonably  request.

     (b)     Dividend  Restriction.  The  Advisor  covenants and agrees that, so
long  as  this  Agreement is in effect, the Advisor, unless the Advisor receives
written  consent of the Investment Company allowing ac-tions or omissions to the
contrary,  will  not  pay  or decree any dividend on its stock or make any other
distribu-tion  on account of its stock or redeem, purchase or otherwise acquire,
directly  or  indirectly,  any  share  of  its  stock,  or  otherwise  make  any
distribution  or other disposition of any of its assets whether in the or-dinary
course  of  business or otherwise, if after and giving effect to such action the
sum  of  the  tangible  net  worth  (being the excess of total assets over total
liabilities,  excluding  from  total  assets all assets classified as intangible
assets  under  generally accepted accounting principles) of the Advisor plus the
tangible  net  worth  of Ziskin Asset Management, Inc., which has guaranteed the
obligations  of  the  Advisor  hereunder,  would be less than the greater of (i)
$1,500,000  or  (ii)  10%  of the net assets of the Investment Company as of the
last day of the most recently ended fiscal quarter of the Investment Company but
not  more  than  $2,700,000.

     9.     TERMINATION.  Subject  to  the next sentence of this paragraph, this
Agreement  shall  be  in effect until the close of business on December 31, 2000
and  shall  continue in effect from year to year thereafter, but only so long as
such  continuance  shall be specifically approved at least annually by the Board
of  Direc-tors  of the Investment Company, including a majority of the directors
who  are not parties to this Agreement or interested persons (within the meaning
of  the  Investment  Company  Act  of  1940) of the Advisor or of the Investment
Company,  cast  in  person at a meeting called for the purpose of voting on such
approval, or by vote of a majority (within the meaning of the Investment Company
Act  of  1940)  of  the  outstanding  voting  shares  of the Investment Company.
Notwithstanding  anything  herein  to  the  contrary,  this  Agree-ment  may  be
terminated  at  any  time,  without  payment  of  any  penalty,  by the Board of
Directors of the Investment Company or by vote of a majority (within the meaning
of  the  Investment Company Act of 1940) of the outstanding voting shares of the
Investment  Company,  on  sixty  (60)  days'  written  notice  to  the  Advisor.

     10.     NON-ASSIGNABILITY.  This  agreement  shall  not  be  assignable  by
either  party  hereto, and in the event of assignment (within the meaning of the
Investment  Company  Act  of  1940)  by  the  Advisor,  this  agreement  shall
automatically  be  terminated  forthwith.

     11.     APPROVAL  OF THIS AGREEMENT AND AMENDMENTS.  This Agreement and any
amendments made hereto shall be approved by vote of the holders of a majority of
the  outstanding  shares  of the Investment Company. Thereafter; no amendment to
this Agreement shall become effective until approved by vote of the holders of a
majority  of the outstanding shares of the Investment Company. In the event that
this  agreement is not ratified by shareholders of the Investment Company at the
Annual Meeting in 1999, the Investment Company and the Advisor shall continue to
be  bound  by  the  Investment Advisory Agreement in effect immediately prior to
said  Annual  Meeting.

                                      A-5
<PAGE>
     12.     NOTICES.  Any  notices  required  hereunder shall be in writing and
shall  be  deemed  given  when  delivered  in person or when sent by first-class
registered  or certified mail to the parties at the following address or at such
addresses  as either party may from time to time specify by notice to the other:

              If  to  the  Investment  Company  at:
                   Z-Seven  Fund,  Inc.
                   1819  S.  Dobson  Road
                   Suite  #109
                   Mesa,  AZ  85202

              If  to  the  Advisor  at:
                   TOP  Fund  Management,  Inc.
                   1819  S.  Dobson  Road
                   Suite  #109
                   Mesa,  AZ  85202


     13.     GOVERNING  LAW.  This  Agreement shall be governed by and construed
in  accordance  with  the  law  of  the  State  of  New  York.

     IN  WITNESS  WHEREOF the parties hereto have executed these presents on the
date  first  above  mentioned.



                                        Z-SEVEN  FUND,  INC.


                                             By
                                             -----------------------------------
                                                                       President

                                        TOP  FUND  MANAGEMENT,  INC.


                                             By
                                             -----------------------------------
                                                                       President

                                      A-6
<PAGE>


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