Rushmore
4922 Fairmont Avenue
Bethesda, MD 20814-6076
(301) 657-1500
(800) 343-3355
 

December 29, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

          Re:     The Rushmore Fund, Inc.
                     Post-Effective Amendment No. 24 to
                     Registration Statement on Form N-1A
                     File Nos. 2-99388 and 811-4369

Dear Sir or Madam:

          Pursuant to Rule 485(b) under the Securities Act of 1933, as amended, enclosed for filing via EDGAR on behalf of The Rushmore Fund, Inc. (the "Fund"), please find a complete copy of the post-effective amendment no. 24 to the Fund's registration statement on Form N-1A, which copy has been marked to show changes made from post-effective amendment no. 23 to the Fund's registration statement, filed with the Securities and Exchange Commission on December 30, 1998.

          If you have any questions regarding this filing, please contact me at (301) 657-1503.

                                                                                                      Very truly yours,
                                                                                                      /s/ Stephenie E. Adams
                                                                                                      Stephenie E. Adams

Enclosures:

          As stated
cc:        Mr. Timothy N. Coakley
             Mr. Kirk Silva

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FILE NOS. 2-99388 and 811-4369

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                               (X)

Pre-Effective Amendment No.                                                                                                             (   )

Post-Effective Amendment No. 24                                                                                                     (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    (X)

Amendment No. 26                                                                                                                                (X)

The Rushmore Fund, Inc.
(Exact Name of Registrant as Specified in Charter)

4922 Fairmont Avenue, Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)

         301) 657-1500      
(Registrant's Telephone Number, Including Area Code)

(Name and Address of Agent for Service of Process)

Approximate Date of Commencement of the Proposed Public Offering of the Securities:

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

     X  immediately upon filing pursuant to paragraph (b) of rule 485.

          on (date) pursuant to paragraph (b) (1) (v) of rule 485.

          60 days after filing pursuant to paragraph (a) (1) of rule 485.

          on (date) pursuant to paragraph (a) (1) of rule 485.

          75 days after filing pursuant to paragraph (a) (2) of rule 485.

          on (date) pursuant to paragraph (a) (2) of rule 485.

The Rushmore U.S. Government Bond Portfolio (the "Fund") is a no-load portfolio of The Rushmore Fund, Inc. This Prospectus contains important information about the Fund and should be read before investing. Please keep the Prospectus on file for future reference.

In attempting to achieve this objective, the Fund invests principally in United States Treasury notes and bonds and in other U.S. Government securities.

As with any bond fund, the value of your investment in the U.S. Government Bond Portfolio will rise or fall depending on interest rate movements. The market values of the investment securities of the Fund will vary inversely with interest rates; therefore, the per share value of the Fund will also fluctuate as interest rates change. Consequently, because of the fluctuation of per share values, investment in the Fund may not be suitable for investors with short-term investment objectives. Although the Fund seeks to meet its investment objective, it is possible to lose money by investing in the Fund.

The chart and table below show the annual calendar-year returns and the performance of the Fund. The Fund commenced operations on December 18, 1985, and has a fiscal year-end of August 31. The information in the chart and the table provides some indication of the risks of investing in the Fund by showing changes in Fund performance from year to year and by showing how the Fund's average annual returns for 1 year and 5 years compare with the performance of both the Lehman Brothers Intermediate Government Index and the Lehman Brothers Long Treasury Bond Index.

The chart and the tables below assume the reinvestment of dividends and distributions. Please keep in mind that how the Fund has performed in the past does not necessarily indicate how the Fund will perform in the future.

1. The Fund's year-to-date total return for the quarter ended September 30, 1999 was (7.67)%.
2. The Fund's highest quarterly return was 13.73% in the second quarter of 1989; the Fund's lowest quarterly return of (7.55)% occurred in the first quarter of 1996.

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

If your monthly account balance averages $500 or less due to redemptions you may be charged a $5 fee.

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

The Example assumes that you invest $10,000 in the Fund for the time periods indicated below 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 and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

In attempting to achieve its objective, the Fund anticipates investing at least 95% of its total assets in United States Treasury notes and bonds and in other U.S. Government securities. At no time will the Fund invest less than 65% of its total assets in these securities.

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In managing its portfolio, the Fund considers economic conditions and interest rate trends in determining what securities to purchase. The Fund will invest only in securities issued or guaranteed by the U.S. Government, federal agencies and government-sponsored enterprises, and in securities and certificates evidencing ownership of future interest and principal payments on the above securities (e.g., zero coupon securities). The Fund also may purchase U.S. Government securities under repurchase agreements from member banks of the Federal Reserve system or primary dealers of U.S. Government securities and may lend portfolio securities for the purpose of earning additional income. The Fund may invest in securities of any maturity. The Fund's average weighted maturity varies, but as of November 30, 1999 the Fund's average weighted maturity was approximately 21.8 years.
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Fluctuation in the market value of the securities of the Fund will occur due to interest rate movements. The market values of the investment securities of the Fund will vary inversely with interest rate movements and, therefore, the per share value of the Fund will also fluctuate as interest rates change. Furthermore, debt securities with longer maturities generally experience greater price movement compared to shorter-term securities as interest rates fluctuate. Interest rate uncertainty is related to various factors. Among these factors are swings in money growth, uncertainty about the policies of the Federal Reserve Board, and inflationary expectations. Considering these risks, there is a risk you could lose as well as make money by investing in the Fund. As with any fund, there is no guarantee that the Fund's performance will be positive over any period of time, either short-term or long-term.

The U.S. Government Bond Portfolio invests primarily in the ten- and thirty-year Treasury issues. Our objective is to provide high current income as well as maintain safety of principal. For the fiscal year ended August 31, 1999, the total return of the Portfolio was (5.51)%. The Portfolio had an annualized net investment income of 4.57% of net assets for the year ended August 31, 1999, and an average maturity of 21.6 years.

The past year in the bond market has been one of increasing market yields as the U.S. economy continues to be a cause for concern to investors worried about rising inflation. Almost one year after the yield on the benchmark thirty-year Treasury bond fell to 4.69%, it climbed back up to a 52 week high of 6.27% in August of this year before ending that month yielding 6.07%. The slowdown in the U.S. economy that many market watchers had predicted would happen in 1999 did not emerge, due in part to continued strong consumer demand as well as recovering global economies. Sustained low levels of unemployment and highly valued equity markets have also contributed to the renewed concern over rising inflation. The Federal Reserve has reacted to these fears of an overheating economy with two Federal funds rate increases of 25 basis points, leaving the Fed funds rate at 5.25%. If the U.S. economy threatens to overheat in the first quarter of 2000, the Federal Reserve will possibly increase the funds rate once more.

Assuming a $10,000 initial investment, the following graph compares the Fund's total return to the performance of the Lehman Brothers Intermediate Government Index and the Lehman Brothers Long Treasury Bond Index since the Fund began operating on December 18, 1985. Please remember that past performance does not necessarily reflect how the Fund may perform in the future.

• the name of the Fund and account number you are redeeming from;
• your name(s) and address as it appears on your account;
• the dollar amount or number of shares you wish to redeem;
• your signature(s) as it appears on your account; and
• a daytime telephone number.

• There are no fees charged for redemptions.
• You may receive redemption proceeds by bank wire, check, or through the Automated Clearing House System (ACH). When the amount to be redeemed is at least $5,000, we will, upon instruction, wire transfer the amount to your commercial bank or brokerage account specified in your account application. For amounts less than $5,000, you may have redemption proceeds deposited directly into an account specified on the account application or request that a redemption check be delivered by mail to your address of record.
• If you request payment of redemptions to a third party or to a location other than an address on record, the request must be in writing and your signature must be guaranteed by an eligible institution (eligible institutions generally include banking institutions, securities exchanges, associations, agencies or broker/dealers, and "STAMP" program participants).
• Normally, payment for all shares redeemed will be issued within one business day. However, withdrawal requests on investments that have been made by check may be delayed up to ten calendar days following the investment or until the check clears, whichever occurs first. This delay is necessary to assure us that investments made by check are good funds. You will receive redemption proceeds promptly upon confirmation of receipt of good funds.
• If your monthly Fund account balance averages less than $500 you may be charged a $5 fee. The fee will not be imposed on tax-sheltered retirement plans or accounts established under the Uniform Gifts or Transfers to Minors Acts. Additionally, we reserve the right to involuntarily redeem accounts which fall below $500 after providing 60 days written notice.
• The right of redemption may be suspended, or the date of payment postponed during the following periods: (a) periods during which the New York Stock Exchange (NYSE) is closed (other than customary weekend or holiday closings); (b) periods when trading on the NYSE is restricted, or an emergency exists, as determined by the Securities and Exchange Commission, so that disposal of the Fund's investments or determination of net asset value is not reasonably practicable; or (c) for such other periods as the Commission, by order, may permit for protection of the Fund's investors.

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You may exchange shares of the Fund, without cost, for shares of any of the following Rushmore Funds: Fund for Government Investors, Fund for Tax-Free Investors, Inc., or American Gas Index Fund, Inc. You may also exchange shares of the Fund for shares of the Cappiello-Rushmore Emerging Growth, Growth and Utility Income Funds. The fund you are exchanging into must be available for sale in your state and the registration for both accounts must be identical. You should obtain a current prospectus for the fund into which you are exchanging by calling 1-800-343-3355. Exchanges will be effected at the respective net asset values of the Funds involved as next determined after receipt of the exchange request. The Fund may change or cancel their exchange policies at any time, upon 60 days' notice to shareholders.

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The price of the Fund's shares is its net asset value per share. This figure is computed by dividing the total market value of the Fund's investments and other assets, less any liabilities, by the number of Fund shares outstanding. The net asset value per share of the Fund is determined as of 4:00 P.M. Eastern time on days when the New York Stock Exchange is open for business. Orders accepted by the Fund directly or by an authorized third party will be priced at the Fund's net asset value next computed after orders are received. This means that if you place a purchase or redemption order after 4:00 P.M. ET, it will be effected at the next calculation of net asset value, normally 4:00 P.M. the next business day.

The Fund values its portfolio securities based on their market value. Each security held by the Fund is valued at the last quoted sale price for a given day, or if a sale is not reported for that date, at the mean between the most recent quoted bid and asked prices. Price information on each listed security is taken from the exchange where the security is primarily traded. Unlisted securities for which market quotations are readily available are valued at the closing sales prices. The value of assets for which no quotations are readily available, including any restricted securities, are valued at fair value in good faith by the Board of Directors or at the direction of the Directors.

Dividends of the Fund are declared daily. All dividends and capital gain distributions of the Fund will be reinvested in additional shares (including fractional shares where necessary) at net asset value, unless you elect on your application form or in writing, not less than five full business days prior to the record date for a particular dividend or distribution, to receive such dividend or distribution in cash. If you elect to receive distributions in cash, your election will be effective until you give other written instructions. Dividends paid in cash to those investors so electing will be mailed on the second business day of the following month. Statements of account showing dividends paid will be mailed to shareholders monthly. Although the timing and amount of all dividends and distributions are subject to the discretion of the Board of Directors, the Fund intends to distribute long-term capital gains, if any, on an annual basis in November or December.

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Subject to the general supervision of the Board of Directors of the Fund, the Adviser manages the investment and reinvestment of the assets of the Fund and is responsible for the overall management of the Fund's business affairs. An Adviser Group makes investment decisions; therefore, no one person is primarily responsible for making investment decisions. For the advisory services performed, the Adviser received 0.50% of the average net assets of the Fund for the fiscal year ended August 31, 1999.

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On October 20, 1999, the Adviser and Rushmore Trust and Savings, FSB, a majority-owned subsidiary of the Adviser and the Fund's transfer agent, dividend-disbursing and shareholder servicing agent, reached a definitive agreement to be acquired by Friedman Billings Ramsey Group, Inc. The transaction is subject to various regulatory approvals, including the approval of the Fund's shareholders.

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The day-to-day operations of the Fund are dependent upon the Fund's service providers, principally the Adviser, Money Management Associates, Rushmore Trust and Savings, FSB, and Rushmore Services, Inc. (collectively, the "Servicers"), and upon the smooth functioning of the computer systems they utilize. Like other mutual funds and financial and business organizations around the world, the Fund could be adversely affected if the computer systems used by these Servicers, and their vendors, do not properly process and calculate date-related information and data on and after January 1, 2000. In preparation for the millennium, the Servicers have evaluated the impact that the year 2000 issue may have on the computer systems they utilize and have made appropriate modifications to these systems (the cost of any system replacement or modification was not paid directly by the Fund). Additionally, the Servicers have worked with their outside vendors to obtain satisfactory assurances regarding the year 2000 issue and have established contingency plans in the event that there are systems interruptions in the New Year. A toll-free recorded hotline (877-728-1935) has been established to keep all shareholders informed of the year 2000 readiness of the Servicers in the unlikely event that the Fund's regular shareholder services number (800-622-1386) is temporarily not in service.

Although, at this time, there can be no assurance that the actions taken by the Servicers in preparation for the year 2000 will be sufficient, the Servicers do not anticipate that the transition to the 21st century will have a material impact on their ability to continue to service the Trust at current levels.

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The following financial highlights table is intended to help you understand the Fund's financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, whose report, along with the Fund's financial statements, is included in the annual report, which is available upon request.

For the Year Ended August 31,

In addition to this prospectus, the following information is available to assist you in making an investment decision:

There are a variety of ways to receive the above information and make other inquiries of the Fund. You may contact the The Rushmore Fund, Inc. directly by telephone 1-800-343-3355, visit our internet site at http://www.rushmorefunds.com, or you may send a written request to the Fund's offices at 4922 Fairmont Avenue, Bethesda, Maryland 20814. Additional information about the Fund can also be reviewed and copied at the Securities and Exchange Commission's Public Reference Room in Washington D.C. (for hours of operation please call the Commission at 1-800-SEC-0330). You may also obtain copies of the information by visiting the Commission's internet site at http://www.sec.gov, or, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549.

4922 Fairmont Avenue, Bethesda, Maryland 20814
(800) 343-3355
(301) 657-1500

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This Statement of Additional Information is not a Prospectus. It should be read in conjunction with the Fund's Prospectus, dated January 1, 2000. A copy of the Fund's Prospectus may be obtained without charge by writing or telephoning the Fund at the above address or telephone numbers.

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The Rushmore U.S. Government Bond Portfolio (the "Fund") is an open-end, diversified management investment company incorporated in the State of Maryland on July 24, 1985.

1. the borrower must pledge and maintain with the Fund collateral consisting of cash, a letter of credit issued by a domestic U.S. bank, or securities issued or guaranteed by the federal government having at least equal the value of the securities loaned;
2. the borrower must add to the collateral whenever the price of the securities loaned rises;
3. the Fund must be able to terminate the loan at any time; borrowed securities must be returned when the loan is terminated.
4. the Fund should receive reasonable interest on the loan (which may include the Fund's investing any cash collateral in portfolio securities, thereby earning additional income), any distribution on the loaned securities, and any increase in the market value of the loaned securities; and,
5. the Fund will not lend its portfolio securities if such loans are not permitted by the laws or regulations of any state in which the Fund's shares are qualified for sale, and the Fund will not lend more than 33-1/3% of the value of the Fund's total assets.

1. borrow money except as a temporary measure to facilitate redemptions. Such borrowing may be in an amount not to exceed 30% of the Fund's total assets, taken at current value, before such borrowing. The Fund may not purchase an investment security if a borrowing by the Fund is outstanding;
2. make loans except through repurchase agreements and through the lending of portfolio securities provided the borrower maintains collateral equal to at least 100% of the value of the borrowed security, and marked to market daily;
3. underwrite securities of any other issuer;
4. purchase or sell real estate, including limited partnership interests;
5. purchase or sell restricted securities or warrants, nor may it issue senior securities;
6. purchase any security whereby it would account for more than 10% of any issuer's outstanding shares;
7. purchase securities of any issuer if, as a result of such a purchase, such securities would account for more than 5%, (as defined by Section 5 (b)(1) of the Investment Company Act of 1940), of the Fund's assets. There is no limitation, however, as to investments issued or guaranteed by the United States Government, its agencies or government sponsored enterprises, or in obligations of the United States Government, its agencies or instrumentalities;
8. purchase or sell commodities or commodities contracts;
9. concentrate more than 25% of its assets in any one industry;

1. invest in companies for the purpose of exercising management or control;
2. purchase more than 10% of the voting securities of any one issuer, or more than 10% of the securities of any class of any one issuer;
3. purchase or hold the securities of any issuer if those officers or directors of the Fund, or of Money Management Associates, who individually own beneficially more than 0.5% of the outstanding securities of the issuer, together own beneficially more than 5% of those securities;
4. invest in securities of other investment companies, except at customary brokerage commission rates or in connection with mergers, consolidations or offers of exchange;
5. purchase the securities of companies which, including predecessors, have a record of less than three years continuous operation if, as a result, more than 5% of the market value of the Fund's assets would be invested in such companies ;
6. invest more than 10% of their assets in illiquid securities;
7. invest in oil, gas or other mineral leases;
8. issue shares for other than cash;
9. purchase put or call options;
10. sell securities short.

1. Securities of the U.S. Government Bond Portfolio are valued on the basis of the average of quoted bid and ask prices when market quotations are available. If market quotations are not readily available, the Board of Directors will value the portfolio's securities in good faith.
2. Security transactions are recorded on the trade date (the date the order to buy or sell is executed). Interest income is accrued on a daily basis. Realized gain and loss from security transactions are computed on an identified cost basis.
3. Net investment income is computed and dividends are declared daily in the U.S. Government Bond Portfolio. Income dividends in this portfolio are paid monthly. Dividends are reinvested in additional shares unless shareholders request payment in cash. Capital gains, if any, are distributed annually.
4. The Fund complies with the provisions of the Internal Revenue Code applicable to regulated investment companies and distributes all net investment income to its shareholders. Therefore, no Federal income tax provision is required.